Item 4.
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Purpose of Transaction
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(a) and (b)
Pursuant to the Support Agreements, dated as of
November 26, 2018, among X4 and certain officers, directors and stockholders of Arsanis (collectively, the Stockholders) (the Support Agreements), X4 may be deemed to be the beneficial owner of 6,941,221 shares of
Arsanis common stock (collectively, the Subject Shares). X4 and the Stockholders entered into the Support Agreements as a material inducement for X4 to enter into the Agreement and Plan of Merger, dated as of November 26, 2018 (the
Merger Agreement), by and among Arsanis, Artemis AC Corp., a Delaware corporation and a wholly owned subsidiary of Arsanis (Merger Sub), and X4.
Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by X4s
stockholders and Arsaniss stockholders, Merger Sub will be merged with and into X4 (the Merger), with X4 surviving the Merger as a wholly-owned subsidiary of Arsanis.
The Support Agreements were entered into as a condition to the willingness of X4 to enter into the Merger Agreement and to increase the likelihood that the
approval of Arsaniss stockholders required in connection with the Merger will be obtained. Pursuant to the terms of the Support Agreements, any shares of capital stock of Arsanis acquired by any Stockholder after the date of the Support
Agreements or owned by the Stockholders prior to the termination of the Support Agreements will be subject to the Support Agreements. Accordingly, any such acquisition of shares of capital stock of Arsanis by any Stockholder may result in X4 being
deemed to acquire beneficial ownership of additional securities of Arsanis.
Pursuant to the Support Agreements, the Stockholders, with respect to the
Subject Shares (and any additional shares of capital stock of Arsanis acquired by any Stockholder after the date of the Support Agreements or owned by the Stockholders prior to the termination of the Support Agreements), have agreed, among other
things, to vote all of the shares of Arsanis held by them in favor of the issuance of shares of Arsanis common stock in connection with the Merger and the adoption of the Merger Agreement and against any acquisition proposal.
Further, as part of the Support Agreements, each Stockholder has entered into an irrevocable proxy thereby irrevocably appointing X4 as the
attorney-in-fact
and proxy for and on behalf of the Stockholder (the Attorneys), to, in certain events, vote and exercise all voting and related rights (to the
full extent that the Stockholder is entitled to do so) with respect to all of the shares of capital stock of Arsanis that now are or hereafter may be beneficially owned by the Stockholder, and any and all other shares or securities of Arsanis issued
or issuable in respect thereof on or after the date hereof in accordance with the terms of the irrevocable proxy.
In exercising its right to vote the
Subject Shares as the sole and exclusive attorneys and proxies of the Stockholders, the Attorneys rights are limited to voting the Subject Shares, or granting a consent or approval with respect to the Subject Shares: in favor of the issuance
of shares of Arsanis common stock in connection with the Merger and the adoption of the Merger Agreement and against any acquisition proposal. The Stockholders may vote the Subject Shares on all other matters.
The Support Agreements and irrevocable proxies expire upon the earlier of (i) the approval of the Merger, or (ii) the termination of the Merger
Agreement.