BUSINESS COMBINATION AGREEMENT, DATED AS OF OCTOBER 25, 2026, BY AND AMONG AMANAT ACQUISITION CORP, CAIRO MERGER SUB, INC., CORXEL PHARMACEUTICALS LIMITED AND CORXEL PHARMACEUTICALS, INC
2.2 Closing of the Transactions Contemplated by this Agreement 24
Article 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY 27
3.4 Financial Statements; Undisclosed Liabilities 29
3.5 Consents and Requisite Governmental Approvals; No Violations 30
3.20 Title to and Sufficiency of Assets. 41
3.22 Compliance with International Trade & Anti-Corruption Laws 42
3.23 Not a Covered Outbound Investment 43
3.28 Investigation; No Other Representations 45
3.29 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 45
Article 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE SPAC PARTIES 46
4.3 Consents and Requisite Governmental Approvals; No Violations 47
4.6 Capitalization of the SPAC Parties 48
4.13 Internal Controls; Listing; Financial Statements 50
4.16 Investigation; No Other Representations 53
4.17 Compliance with International Trade & Anti-Corruption Laws 53
4.18 Not a Covered Outbound Investment 54
4.23 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 54
5.1 Conduct of Business of the Company 55
5.2 Efforts to Consummate; Litigation 57
5.3 Confidentiality and Access to Information 59
5.7 Preparation of Registration Statement / Proxy Statement 63
5.13 Company Stockholder Approval; Company Board Approval 67
5.14 SPAC Indemnification; Directors' and Officers' Insurance 68
5.15 Company Indemnification; Directors' and Officers' Insurance 69
5.16 Post-Closing Directors and Officers 70
5.17 Required Company Financial Statements 71
5.18 Key Employees; SPAC Incentive Equity Plan; SPAC Employee Stock Purchase Plan 72
5.22 Assignment and Assumption of Underwriter Indemnification Obligations 73
Article 6 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT 74
6.1 Conditions to the Obligations of the Parties 74
6.2 Other Conditions to the Obligations of the SPAC Parties 74
6.3 Other Conditions to the Obligations of the Company 75
6.4 Frustration of Closing Conditions 76
8.11 Counterparts; Electronic Signatures 81
8.12 Knowledge of Company and/or Parent; Knowledge of SPAC 81
Annex B Required Governing Documents Proposals
Annex C Directors and Officers of the Surviving Company
Exhibit A Form of Sponsor Letter Agreement
Exhibit B Form of Investor Subscription Agreement
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