0001213900-26-067421 Sample Contracts
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 10th, 2026 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 10, 2026 by and among (i) Copley Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after the Conversion in the State of Delaware (as defined below), “SPAC”), (ii) Ignite Proteomics Holdings, Inc., a Delaware corporation (“Pubco”), (iii) Ignite Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) Ignite Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”, and together with Pubco and SPAC, the “SPAC Parties”), (v) Ignite Proteomics, LLC, a Delaware limited liability company (the “Company”), (vi) Chibo Tang, solely in the capacity as the representative from and after the Effective Time (as defined herein) for SPAC shareholders as of immediately prior to the Effective Time and their succes
AMENDMENT TO LETTER AGREEMENTLetter Agreement • June 10th, 2026 • Aditxt, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [__], 2026, and shall be effective as of the Closing (defined below), by and among (i) Copley Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (“Company” or the “SPAC”), (ii) Copley Acquisition Sponsors, LLC, a Delaware limited liability company (the “Sponsor”), (iii) [Ignite Holdings, Inc.], a Delaware corporation (“Pubco”), (iv) Ignite Proteomics, LLC, a Delaware limited liability company (the “Target Company”), and (v) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (
FORM OF SELLER SUPPORT AGREEMENTSeller Support Agreement • June 10th, 2026 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Seller Support Agreement (this “Agreement”) is made as of June ____, 2026 by and among (i) Copley Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Conversion (as defined below), the “SPAC”), (ii) Ignite Proteomics, LLC, a Delaware limited liability company (the “Company”), and (iii) the undersigned holders of membership interests and/or interests convertible into membership interests (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
SIDE LETTER AND GUARANTY AGREEMENTSide Letter and Guaranty Agreement • June 10th, 2026 • Aditxt, Inc. • Pharmaceutical preparations • Delaware
This Side Letter and Guaranty Agreement (this “Guaranty”) is made and entered into as of June 9, 2026, by and between Aditxt Inc., a Delaware corporation (“Guarantor”), and Copley Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”).
Aditxt Signed Definitive Agreement Valuing Ignite Proteomics at Approximately $150 MillionBusiness Combination Agreement • June 10th, 2026 • Aditxt, Inc. • Pharmaceutical preparations
Transaction values Ignite Proteomics at approximately $150 million and is expected to position Ignite as an independent NYSE-listed functional proteomics company, while Aditxt continues as a separate Nasdaq-listed company