EX-10.2 3 prok-ex10_2.htm EX-10.2 EX-10.2 Exhibit 10.2
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is made and entered into as of the 17th day of July, 2023 and between PROKIDNEY CORP., a Cayman Islands exempted company ("Assignor"), and PROKIDNEY ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Assignee").
RECITALS:
WHEREAS, 73 BCI 2 LLC, a North Carolina limited liability company and Assignor, as "Purchaser", entered into that certain Purchase and Sale Agreement effective as of March 29, 2023 as amended by that certain Amendment to Purchase and Sale Agreement dated May 26, 2023; that certain Second Amendment to Purchase and Sale Agreement dated June 9, 2023; that certain Third Amendment to Purchase and Sale Agreement dated as of June 15, 2023; and that certain Fourth Amendment to Purchase and Sale Agreement dated June 30, 2023 (collectively, the "Purchase Agreement") with respect to certain real prope1ty commonly known as 7901 Indlea Point in the City of Greensboro, Guilford County, North Carolina, and also being identified as Guilford County Parcel ID Number 168016, as more particularly described in the Agreement.
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's rights, title and interest in the Purchase Agreement.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, Assignor and Assignee do hereby agree as follows:
1.
Assignment. Assignor does hereby assign, transfer, bargain, sell, grant, convey, deliver and set over absolutely unto Assignee, all of Assignor's right, title, interest, powers, remedies, benefits, options and privileges in, to and under the Purchase Agreement.
2.
Assumption. Assignee hereby assumes (i) all of Assignor's right, title, interest, powers, remedies, benefits, options and privileges in, to and under the Purchase Agreement, and
(ii) all duties and obligations of Assignor arising out of or pe1taining to the Purchase Agreement.
3.
Indemnity. Assignee hereby agrees to indemnify, defend and hold harmless Assignor and each of its affiliates, members, managers, officers, agents and employees from and against any and all losses, costs, expenses (including reasonable attorneys' fees and costs) that Assignor or any of its affiliates, members, managers, officer, agents or employees may sustain as a result of a breach or default by "Purchaser" under the Purchase Agreement or any other liability thereunder.
4.
Authority. Each of Assignor and Assignee represents and warrants to the other that the individual executing this Assignment on behalf of such party is duly authorized to execute and deliver this Assignment on behalf of such party.
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5.
Successors and Assigns. This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns and legal representatives.
6.
Captions. The section headings appearing in this Assignment are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section hereof.
7.
Applicable Law. This Assignment shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to any principle or rule of law that would require the application of the law of any other jurisdiction.
8.
Counterparts; Electronic Copies. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise but a single instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature process complying with the U.S. federal ESIGN Act of 2000) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall be deemed original signatures for purposes of this Assignment and all matters related thereto, with such electronic signatures having the same legal effect as original signatures.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the day and year first above written.
ASSIGNOR:
PROKIDNEY CORP.,
a Cayman Islands exempted corporation
By: /s/ Deepak Jain
Name: Deepak Jain
Title: Chief Operating Officer
ASSIGNEE:
PROKIDNEY ACQUISITION COMPANY,
a Delaware limited liability company
By: /s/ Deepak Jain
Name: Deepak Jain
Title: Chief Operating Officer
[Signature Page -Assignment and Assumption of Purchase and Sale Agreement]
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