Form 8-K

8-K — TruGolf Holdings, Inc.

Accession: 0001493152-26-038904

Filed: 2026-08-18

Period: 2026-08-17

CIK: 0001857086

SIC: 3949 ()

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001857086

2026-08-17

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 17, 2026

TruGolf

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40970

85-3269086

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

North 1400 West Centerville,

Utah

84014

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (801) 298-1997

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

TRUG

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01.

Entry

into a Material Definitive Agreement.

Polymath

Acquisition

Summary

of Acquisition Agreement

August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the

“Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly

owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws

of Canada (“Polymath”).

Pursuant

to the Acquisition Agreement, Polymath and SubCo will amalgamate under the Canada Business Corporations Act and continue as one corporation

(“Amalco”). Upon completion of the amalgamation, each of Polymath and SubCo will cease to exist as a separate entity, the

assets and liabilities of each will continue as assets and liabilities of Amalco, and Amalco will become a wholly owned subsidiary of

the Company.

the effective time of the amalgamation, Polymath shareholders will receive, on a pro rata basis, shares of the Company’s Class

A common stock and shares of newly designated Series C convertible preferred stock (the “Series C preferred stock”). The

Class A common stock consideration will equal 19.9% of the Company’s issued and outstanding Class A common stock immediately before

the effective time, and the Series C preferred stock consideration will be determined under a formula based on a $140,000,000 reference

amount minus the value of the Class A common stock being issued to the Polymath shareholders.

Each

outstanding option to purchase Polymath shares, whether vested or unvested, will be assumed by the Company and converted into an option

to purchase shares of the Company’s Class A common stock on substantially the same terms and conditions, including applicable vesting,

forfeiture and post-termination exercise provisions. The number of shares subject to each replacement option and the exercise price of

each replacement option will be adjusted based on the exchange ratio, subject to applicable tax rules, and the replacement options will

be governed by the Company’s 2026 Equity Incentive Plan.

connection with the transactions contemplated by the Acquisition Agreement, the Company has agreed to enter into a waiver and exchange

agreement relating to a concurrent financing (the “Concurrent Financing”) in which the Company will issue Series B convertible

preferred stock. The Acquisition Agreement contemplates aggregate gross proceeds of up to $5,000,000 from the Concurrent Financing, with

an initial tranche of stated value of up to $3,000,000 required to close within the timeframes set forth in the waiver and exchange agreement.

The parties’ obligation to consummate the transaction is conditioned, among other things, on the Company entering into an irrevocable

purchase agreement in connection with the Concurrent Financing providing for gross proceeds of stated value of not less than $3,000,000

to be received within the timeframe set forth in the waiver and exchange agreement.

Following

the closing, the Company is required to prepare and file with the Securities and Exchange Commission a proxy statement for a meeting

of its stockholders to consider and vote on, among other matters, the conversion of the Company’s Series C preferred stock issued

in the transaction into shares of Class A common stock in accordance with Nasdaq Listing Rules, the conversion of the Series B preferred

stock issued in the Concurrent Financing into shares of Class A common stock, the adoption of the 2026 Equity Incentive Plan and any

necessary charter amendment or related stockholder matters (the “Shareholder Approval”).

The

Acquisition Agreement provides for certain post-closing capital allocation arrangements. From and after the effective date, the Company

must reserve $2,500,000 from its working capital for the operation of Polymath’s business, the Company’s public company compliance

costs and Polymath’s transaction expenses, with the remaining working capital reserved for operation of the Company’s golf-related

business. The Company also agreed to allocate 20% of proceeds from future equity financings, excluding funds raised in the initial $3,000,000

tranche of the Concurrent Financing, to golf-related operations, subject to a cap and other limitations set forth in the Acquisition

Agreement. In addition, within six months after closing, the Company must use commercially reasonable efforts to complete financings

totaling $500,000 to be applied toward golf-related operations from specified financing sources.

The

parties also agreed to use reasonable commercial efforts to complete the amalgamation by September 30, 2026, to obtain required approvals

and filings, and to refrain from taking actions that would interfere with or be inconsistent with completion of the transaction, subject

to the terms of the Acquisition Agreement. Completion of the transaction is subject to customary closing conditions. Polymath’s

obligations are also subject to satisfaction, or waiver, of the Concurrent Financing, continued Nasdaq compliance, and maintenance of

a minimum market value of listed securities of at least $10,000,000 for at least ten consecutive trading days.

The

foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Acquisition Agreement, a copy of which will be filed as Exhibit 2.1 to this Current Report on Form 8-K. The Acquisition

Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual

information about the Company, SubCo, or Polymath. The representations, warranties, and covenants contained in the Acquisition Agreement

were made only for the purposes of the Acquisition Agreement as of the specific dates therein, were solely for the benefit of the parties

to the Acquisition Agreement, and may be subject to limitations agreed upon by the contracting parties.

Summary

of Series C Preferred Stock

discussed above, in connection with the Acquisition Agreement, the Company will issue Series C preferred stock to certain Polymath shareholders.

Each share of Series C preferred stock has a stated value of $1,000 per share. The Series C preferred stock is convertible into shares

of the Company’s Class A common stock at a conversion ratio equal to the stated value divided by the conversion price of $0.9695

per share, subject to adjustment as set forth in the certificate of designation for the Series C preferred stock. Effective as of 5:00

p.m. Eastern time on the second business day after the Company has obtained stockholder approval for the conversion of the Series C preferred

stock for purposes of Nasdaq Rules 5635(a) and 5635(b) and, if required, has obtained Nasdaq approval of a new listing application filed

after completion of the acquisition contemplated by the Acquisition Agreement, each outstanding share of Series C preferred stock will

automatically convert into a number of shares of Class A common stock equal to the conversion ratio. Following stockholder approval,

and subject to the beneficial ownership and other limitations set forth in the certificate of designation, holders may also elect to

convert shares of Series C preferred stock into Class A common stock at the conversion ratio by delivering a notice of conversion to

the Company.

Until

Nasdaq approval has been obtained, if required, the Company may not effect, and a holder may not convert, any portion of the Series C

preferred stock to the extent that, after giving effect to the conversion, the aggregate ownership of all holders would exceed 19.99%

of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion. Any shares issued in excess

of this limitation will be deemed null and void and cancelled ab initio, and the applicable holder will not have the power to vote or

transfer those excess shares. The beneficial ownership limitation may not be waived and applies to successor holders of the Series C

preferred stock. No shares of Series C preferred stock may convert into Class A common stock before the required stockholder approval

and Nasdaq approval have been obtained, if required.

Holders

of Series C preferred stock are entitled to receive dividends on an as-converted basis, without regard to the beneficial ownership limitation,

equal to and in the same form and manner as dividends actually paid on shares of Company Class A common stock. Except as provided in

the certificate of designation, no other dividends are payable on the Series C preferred stock, and the Company may not pay dividends

on Class A common stock, other than dividends payable in Class A common stock, unless it simultaneously pays the corresponding dividend

on the Series C preferred stock.

The

Series C preferred stock has no voting rights, except as otherwise provided in the certificate of designation or required by the Nevada

Revised Statutes. So long as any shares of Series C preferred stock are outstanding, the Company may not take certain actions without

the affirmative vote or written consent of holders of a majority of the outstanding shares of Series C preferred stock, including adversely

changing the rights of the Series C preferred stock, issuing additional Series C preferred stock or changing the authorized number of

shares of Series C preferred stock other than by conversion, consummating certain fundamental transactions or other business combinations,

issuing Class A common stock or securities that convert into Class A common stock other than as contemplated by the Acquisition Agreement,

or entering into any agreement with respect to the foregoing.

With

respect to distributions of assets upon liquidation, dissolution or winding up, the Series C preferred stock ranks senior to any class

or series of capital stock created after the designation of the Series C preferred stock that expressly ranks junior to the Series C

preferred stock, on parity with the Class A and Class B common stock and any class or series of capital stock created after such designation

that expressly ranks on parity with the Series C preferred stock, and junior to the Company’s Series A preferred stock and any

class or series of capital stock created after such designation that expressly ranks senior to the Series C preferred stock. Upon a liquidation,

dissolution or winding up of the Company, and subject to the prior and superior rights of any senior securities, each holder of Series

C preferred stock is entitled to receive, before any distribution to holders of junior securities, the amount that would be paid on the

shares of Class A common stock underlying the Series C preferred stock on an as-converted basis, without regard to the beneficial ownership

limitation, plus any declared but unpaid dividends.

The

conversion price of the Series C preferred stock is subject to adjustment for stock dividends, stock splits, combinations and similar

events affecting the Class A common stock. In the event of certain fundamental transactions, holders of Series C preferred stock will

be entitled, upon subsequent conversion, to receive the securities, cash or other property that the holders would have received had the

Series C preferred stock been converted immediately before the fundamental transaction, without regard to the beneficial ownership limitation.

long as any shares of Series C preferred stock remain outstanding, the Company and its subsidiaries are subject to certain negative covenants

absent the affirmative vote of holders of a majority of the outstanding shares of Series C preferred stock, including restrictions on

incurring or guaranteeing indebtedness, permitting liens, repaying indebtedness, redeeming or repurchasing capital stock or paying cash

dividends or distributions, disposing of assets outside the ordinary course or as otherwise contemplated by the Acquisition Agreement,

engaging in materially different lines of business, and entering into certain affiliate transactions.

Concurrent

Financing Agreements

August 17, 2026, the Company entered into a Second Amendment, Waiver and Exchange Agreement (“Waiver and Exchange Agreement”)

with certain holders of the Company’s Series A preferred stock (the “Series A preferred stock”), pursuant to which

the Company agreed to issue new warrants (the “Series B preferred warrants”) to purchase shares of the Company’s newly

designated Series B preferred stock in exchange for outstanding warrants to purchase shares of Series A preferred stock. The closing

of the exchange is subject to the conditions set forth in the Waiver and Exchange Agreement, including, among other things, the completion

of the acquisition of Polymath.

The

Waiver and Exchange Agreement also provides for certain one-time waivers and consents in connection with the Company’s proposed

acquisition of Polymath, including waivers and consents necessary to permit the Polymath acquisition and related issuances. The Waiver

and Exchange Agreement also includes (i) a reset of the Series A conversion price to $1.00 per share as of the market closing

on the trading day immediately preceding the date of the Waiver and Exchange Agreement and (ii) a reset under which, if the conversion

price exceeds the Minimum Price (as defined in the Nasdaq Marketplace Rules) on the date the Company provides notice of an election

to force an exercise under Section 1(d)(ii)(2) Series B preferred warrants (such date, the “SA Forced Exercise Notice Date”),

the conversion price automatically lowers to the applicable reset price. The Waiver and Exchange Agreement further requires the Company

to seek stockholder approval for the issuance of all of the new securities in compliance with Nasdaq rules within the specified time

periods.

The

exchange will be effected in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as

amended. Upon issuance of the new Series B preferred warrants, the exchanged Series A preferred warrants will be cancelled, and the new

Series B preferred warrants will be immediately exercisable for shares of Series B preferred stock, which will be convertible into shares

of the Company’s Class A common stock at the holder’s option following issuance, subject to the beneficial ownership limitation and the applicable

Nasdaq Exchange Cap described below.

connection with the exchange, the Company will enter into a Registration Rights Agreement at closing of the exchange, pursuant

to which the Company will agree to file a resale registration statement covering the shares of Class A common stock issuable

upon conversion of the Series B preferred stock issued or issuable upon exercise of the new Series B preferred warrants. The Registration

Rights Agreement requires the Company to file the initial registration statement within 30 calendar days after the closing date of the

acquisition of Polymath and to use reasonable best efforts to cause it to become effective by the applicable effectiveness deadline.

Description

of the Series B Warrants

Each

Series B preferred warrant will be exercisable for the number of shares of Series B preferred stock set forth in the applicable warrant

at an exercise price of $900 per share of Series B preferred stock, subject to adjustment. Each share of Series B preferred stock has

a stated value of $1,000. The Series B preferred warrants expiration date is the 18-month anniversary of the stockholder approval date,

unless extended by written consent of the Company and the holder.

The

Series B preferred warrants also provide for potential forced exercises in three tranches. First, after the closing of the acquisition

of Polymath, the Company may require all holders of Series B preferred warrants to exercise a portion of their warrants for Series B

preferred stock with a stated value of up to $1.5 million; provided either (1) the Company’s market capitalization is at

least $7.5 million for three consecutive trading days immediately before the notice of exercise, unless waived, or (2) the Conversion

Amount (as set out in the Exchange Agreement), excluding any Make-Whole Amount, of the Series A preferred shares outstanding is

less than 42% of the aggregate stated value as of the date of the Waiver and Exchange Agreement. Second, on or after the later of

(i) the consummation of the Polymath acquisition, (ii) the 25th calendar day following the initial forced exercise, and (iii) the date

on which the Company obtains the Shareholder Approval, the Company may require all holders of Series B preferred warrants to exercise

an additional portion of their warrants for Series B preferred stock with a stated value of up to $1.5 million (the “SA forced

exercise”). Third, on or after the later of (i) the 25th calendar day following the SA forced exercise and (ii) the date on which all

shares of the Company’s Series C preferred stock have been converted into Class A common stock, the Company may require all holders of Series B preferred warrants to exercise an additional portion of

their warrants for Series B preferred stock with a stated value of up to $2.0 million. Any forced exercise of the second or third amounts

is subject to specified conditions, including certain market capitalization requirements, that there be no equity conditions failure,

and that no triggering event has occurred.

The

exercise price and number of shares issuable upon exercise are subject to customary adjustment for stock dividends, stock splits, recapitalizations,

combinations and similar events affecting the Series B preferred stock, and the Company may voluntarily reduce the exercise price with

the prior written consent of the holder.

Description

of the Series B Preferred Stock

connection with the closing of the exchange, the Company will file a Certificate of Designation establishing the Series B preferred stock

(the “Series B COD”). Each share of Series B preferred stock will have a stated value of $1,000, subject to adjustment for

stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions, and similar events.

The

Series B preferred stock will rank junior to any senior preferred stock (other than the Series A Preferred Stock), pari passu

with any parity stock, and senior to the Company’s junior stock with respect to dividends, distributions, and payments upon liquidation,

dissolution, or winding up. The Series B COD restricts the Company from authorizing or issuing senior preferred stock, parity stock,

or certain junior stock with a redemption or repayment date before the second anniversary of the initial issuance date, unless the required

holders consent.

The

Series B preferred stock will accrue dividends from the initial issuance date at a rate of 10% per annum, computed on the basis of a

360-day year and twelve 30-day months. If dividends are paid in shares of Class A common stock, the dividends are recalculated at a deemed

rate of 12.5% per annum. Dividends are payable in arrears on the first trading day of each fiscal quarter and may be paid, subject to

the terms of the Series B COD, in shares of Class A common stock, in cash, in a combination of cash and shares, or by increasing the

stated value of the Series B preferred stock.

Each

share of Series B preferred stock will be convertible, at the holder’s option, into shares of Class A common stock at any time

after the initial issuance date, provided that no holder may convert to the extent that, after giving effect to the conversion, the aggregate

ownership of shares of Class A common stock acquired upon conversion of the Series B preferred stock of all the holders of Series B preferred

stock would exceed 19.9% of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion.

The number of shares of Class A common stock issuable upon conversion will generally be determined by dividing the applicable conversion

amount by the conversion price. The initial conversion price is $1.00 per share, subject to adjustment under the Series B COD. The conversion

amount includes the stated value, any additional amount, any make-whole amount, and any other amounts owed to the holder under the Series

B COD or the other exchange documents. The make-whole amount generally equals the additional dividends that would accrue on the converted,

redeemed, or repaid Series B preferred stock through the five-year anniversary of the applicable issuance date.

The

Series B COD includes a beneficial ownership limitation that prohibits the Company from effecting a conversion to the extent that, after

giving effect to the conversion, the holder and its attribution parties would beneficially own more than 4.99% of the outstanding shares

of common stock. A holder may increase or decrease its beneficial ownership limitation by notice to the Company, but any increase may

not exceed 9.99% and will not become effective until the 61st day after delivery of the notice. The beneficial ownership limitation may

not be waived and applies to successor holders of the shares of Series B preferred stock.

The

Series B COD contains anti-dilution and adjustment provisions. If the Company issues or is deemed to issue common stock below the then-applicable

conversion price, subject to specified exclusions, the conversion price will be reduced to the new issuance price. The conversion price

is also subject to proportional adjustment for stock splits, stock dividends, stock combinations, recapitalizations, and similar transactions.

If the Company issues variable price securities, holders may have the right to substitute the variable price for the conversion price

for purposes of a particular conversion. The Series B COD also includes (i) a 12-month reset under which, if the conversion price exceeds

the 30-trading-day average VWAP ending immediately before the reset date, the conversion price automatically lowers to that reset price

and (ii) a reset under which, if the conversion price exceeds the Minimum Price (as defined in the Nasdaq Marketplace Rules) on the SA Forced Exercise Notice Date, the conversion price automatically lowers

to that reset price.

The

Series B COD provides for multiple triggering events, including failures to pay dividends or other amounts when due, certain failures

to reserve sufficient authorized shares, breaches of transaction documents, failure to comply with specified covenants, any Series B

preferred stock remaining outstanding on or after January 8, 2030, certain changes of control without required holder consent, and the

occurrence of a material adverse effect. Upon a triggering event, holders may have alternate conversion rights using an alternate conversion

price, and the alternate conversion mechanics include a required premium component in the conversion amount.

The

Series B COD includes covenants restricting the Company and its subsidiaries from, among other things, incurring non-permitted indebtedness,

redeeming or repurchasing capital stock or paying cash dividends on capital stock, transferring assets outside permitted categories,

and changing the nature of the business.

The

holders of the Series B preferred stock generally will have no voting rights, except as required by Nevada law and as otherwise provided

in the Series B COD.

The

foregoing descriptions of the Waiver and Exchange Agreement, the Series B preferred stock Certificate of Designation, the Series B warrant,

and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Waiver and

Exchange Agreement, the Series B preferred stock Certificate of Designation, the Series B warrant, and the Registration Rights Agreement,

copies of which are filed as Exhibits 10.1, 3.1, 3.2 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item

3.02.

Unregistered

Sales of Equity Securities.

The

disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The

issuance of the securities pursuant to the Acquisition Agreement and the issuance of the new Series B preferred warrants pursuant

to the Waiver and Exchange Agreement, will be made pursuant to an exemption from registration provided by Section 4(a)(2) of the

Securities Act of 1933, as amended. The shares of Series B preferred stock issuable upon exercise of the new Series B preferred warrants,

and the shares of Class A common stock issuable upon conversion of such Series B preferred stock, have not been registered under the

Securities Act and will be issued pursuant to applicable exemptions from registration under the Securities Act of 1933.

Item

8.01.

Other

Events.

August 18, 2026, TruGolf and Polymath issued a joint press release announcing that they had entered into the Acquisition Agreement. A

copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Forward-Looking

Statements

This

Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are

not limited to, statements regarding the expected completion of the Polymath acquisition, the anticipated benefits of the transaction,

the expected timing of the closing, the ability to satisfy closing conditions, and the anticipated financing arrangements. These statements

are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ

materially from those expressed or implied by such forward-looking statements.

Factors

that could cause or contribute to such differences include, but are not limited to: the risk that the Polymath acquisition may not be

consummated in a timely manner or at all; the failure to obtain required stockholder or regulatory approvals; the failure to satisfy

other closing conditions; the occurrence of any event, change, or circumstance that could give rise to the termination of the Acquisition

Agreement; the risk that the anticipated benefits of the transaction may not be realized; the risk that the Concurrent Financing may

not be completed on expected terms or at all; risks related to the integration of Polymath’s business with the Company’s

existing operations; general economic, market, and business conditions; and other risks described in the Company’s filings with

the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,

future events, or otherwise, except as required by applicable law.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

No.

Description

2.1*

Acquisition Agreement, dated as of August 17, 2026, by and among TruGolf Holdings, Inc.,18141991 Canada Inc. and Polymath Research Inc.

3.1

Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of TruGolf Holdings, Inc.

3.2

Form of Series B Preferred Warrant

10.1

Form of Second Amendment, Waiver and Exchange Agreement

10.2

Form of Registration Rights Agreement

99.1

Press Release dated August 18, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules

and exhibits have been omitted pursuant to Item 601(a)(4) and (a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will

be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

August 18, 2026

TRUGOLF

HOLDINGS, INC.

By:

/s/

Steven Passey

Name:

Steven

Passey

Title:

Chief

Financial Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit 2.1

ACQUISITION

AGREEMENT

and among

TRUGOLF

HOLDINGS, INC.

and

18141991

CANADA INC.

and

POLYMATH

RESEARCH INC.

Dated

as of August 17, 2026

TABLE

OF CONTENTS

Page

Article

I INTERPRETATION

Section

1.1

Definitions

Section

1.2

Interpretation

Article

II THE AMALGAMATION

Section

2.1

Agreement

to Amalgamate

Section

2.2

Effect

of Amalgamation

Section

2.3

Name

Section

2.4

Registered

Office

Section

2.5

Authorized

Capital and Restrictions on Share Transfers

Section

2.6

Fiscal

Year

Section

2.7

Business

Section

2.8

Initial

Directors of Amalco

Section

2.9

Initial

Officers of Amalco

Section

2.10

Directors

and Officers of the Parent Post-Closing.

Section

2.11

Exchange

of SubCo Shares and Polymath Shares

Section

2.12

Convertible

Securities.

Section

2.13

Dissenting

Shareholders

Section

2.14

Completion

of the Amalgamation and Effective Date

Section

2.15

Acknowledgment

of Resale Restrictions.

Section

2.16

Amended

Exchange Agreement and Concurrent Financing

Article

III THE AMALGAMATION CLOSING

Section

3.1

Closing

Article

IV EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT COMPANIES; EXCHANGE OF CERTIFICATES

Section

4.1

Withholding

Rights

Section

4.2

Dissenters

Rights

Article

V REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section

5.1

Organization,

Standing and Power.

Section

5.2

Capital

Stock

Section

5.3

Subsidiaries

Section

5.4

Authority.

Section

5.5

Conflict; Consents and Approvals.

Section

5.6

Financial

Statements.

Section

5.7

Undisclosed Liabilities

Section

5.8

Absence

of Certain Changes or Events

Section

5.9

Litigation

Section

5.10

Compliance

with Applicable Laws

Section

5.11

Cybersecurity

Section

5.12

Benefit

Plans.

Page

Section

5.13

Labor

and Employment Matters.

Section

5.14

Environmental

Matters

Section

5.15

Taxes.

Section

5.16

Contracts

Section

5.17

Insurance

Section

5.18

Properties.

Section

5.19

Intellectual

Property.

Section

5.20

Takeover

Statutes

Section

5.21

Rights Plan

Section

5.22

Party Transactions

Section

5.23

Certain

Payments

Section

5.24

Brokers

Section

5.25

Other Representations or Warranties

Article

VI REPRESENTATIONS AND WARRANTIES OF THE PARENT AND SUBCO

Section

6.1

Organization,

Standing and Power.

Section

6.2

Capital

Stock and Working Capital.

Section

6.3

Subsidiaries

Section

6.4

Authority.

Section

6.5

Conflict; Consents and Approvals.

Section

6.6

SEC

Reports; Financial Statements.

Section

6.7

Undisclosed Liabilities

Section

6.8

Absence

of Certain Changes or Events

Section

6.9

Litigation

Section

6.10

Compliance

with Applicable Laws

Section

6.11

Cybersecurity

Section

6.12

Benefit

Plans.

Section

6.13

Labor

and Employment Matters.

Section

6.14

Environmental

Matters

Section

6.15

Taxes.

Section

6.16

Contracts.

Section

6.17

Insurance

Section

6.18

Properties.

Section

6.19

Intellectual

Property.

Section

6.20

Party Transactions

Section

6.21

Certain

Payments

Section

6.22

Brokers

Section

6.23

SubCo

Section

6.24

Other Representations or Warranties

Page

Article

VII COVENANTS

Section

7.1

Proxy

Statement.

Section

7.2

Stockholders’

Meeting.

Section

7.3

Working

Capital Allocation

Section

7.4

Future

Financings

Section

7.5

Indemnification,

Exculpation and Insurance.

Section

7.6

Employee

Matters

Section

7.7

Tax

Matters.

Section

7.8

Obligations

of SubCo

Section

7.9

Confidentiality

Section

7.10

Conduct

of Business by the Company Pending Closing

Section

7.11

Conduct

of Business by the Parent Pending Closing

Section

7.12

Mutual

Covenants

Section

7.13

Additional

Covenants of the Parent and SubCo

Section

7.14

Additional

Covenants of the Company

Article

VIII CONDITIONS PRECEDENT

Section

8.1

Conditions

to Each Party’s Obligation to Effect the Transaction

Section

8.2

Conditions

to the Parent’s and SubCo’s Obligation to Effect the Transaction

Section

8.3

Conditions

to the Company’s Obligation to Effect the Transaction

Article

IX TERMINATION

Section

9.1

Termination

Section

9.2

Effect

of Termination

Article

X AMENDMENTS

Section

10.1

Amendments

Article

XI GENERAL PROVISIONS

Section

11.1

Non-survival

of Representations and Warranties

Section

11.2

Publicity

Section

11.3

Waiver

Section

11.4

Fees

and Expenses

Section

11.5

Notices

Section

11.6

Entire

Agreement

Section

11.7

Third-Party Beneficiaries.

Section

11.8

Governing

Law

Section

11.9

Submission

to Jurisdiction

Section

11.10

Assignment;

Successor

Section

11.11

Specific

Performance

Section

11.12

Severability

Section

11.13

Waiver

of Jury Trial

Section

11.14

Counterparts

Section

11.15

Electronic

Signature

Section

11.16

Presumption against Drafting Party

iii

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT

(this “Agreement”), dated as of August 17, 2026, by and among TruGolf Holdings, Inc., a Nevada corporation

(the Parent”), 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada (“SubCo”),

and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (the “Company”).

RECITALS

WHEREAS:

It is intended that the Company and SubCo, a wholly-owned subsidiary of the Parent, will amalgamate (the “Amalgamation”) and form one corporation (“Amalco”) under the provisions of the Canada Business Corporations Act (the “CBCA”);

The Parent has shares of its Class A common stock (the “Parent Series A Common Stock”) listed on the Nasdaq Capital Market LLC (“Nasdaq”);

Upon the Amalgamation taking effect, Polymath Shareholders will receive such number of shares of Parent Common Stock and such number of shares of Parent Series C Convertible Preferred Stock of the Parent (the “Parent Convertible Preferred Stock”) and holders of Polymath Options will receive Replacement Options, in each case in the proportion and to the extent set out herein;

The Board of Directors (the “Company Board”) of the Company has deemed it advisable and in the best interests of the Company and the Polymath Shareholders that the Company engage in the Amalgamation and the transactions contemplated by this Agreement;

The Company Board has unanimously approved this Agreement upon the terms and subject to the conditions set forth in this Agreement;

The Parent Board and the SubCo Board have each deemed it advisable and in the best interests of each and each of its shareholders that the Parent and SubCo engage in the Amalgamation and the transactions contemplated by this Agreement;

Each of the Parent Board and the SubCo Board have unanimously approved this Agreement upon the terms and subject to the conditions set forth in this Agreement;

The Parent, SubCo and the Company each desire to make certain representations, warranties, covenants and agreements in connection with the Amalgamation and the Transaction and to prescribe certain conditions to the Amalgamation and the Transaction as specified herein; and

In connection with the transactions

contemplated in this Agreement, the Parent has agreed to enter into the Amended Exchange Agreement on the Closing Date pursuant to

which the Parent will raise, in one or more tranches to be consummated on or after the Closing Date, an aggregate of up to

$5,000,000 in stated value (the “Concurrent Financing”).

AGREEMENT

NOW THEREFORE, in consideration

of the premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound

hereby, each of the Parent, SubCo and the Company hereby agree as follows:

Article

interpretation

Section 1.1 Definitions.

In this Agreement, the following defined terms have the meanings hereinafter set forth:

(a) “Action”

means, with respect to any Person, any litigation, legal action, lawsuit, claim, audit, arbitration or other proceeding (whether civil,

administrative, quasi-criminal or criminal) before any Governmental Entity against such Person or its business or affecting any of its

assets;

(b) “Advisor

Agreement” has the meaning ascribed to such term in Section 8.3(o);

has the meaning ascribed to such term in the CBCA;

(d) “Agreement”

means this Acquisition Agreement as supplemented, modified or amended, and not to any particular article, section, schedule, exhibit or

other portion hereof;

(e) “Allocated

Capital” has the meaning ascribed to such term Section 7.3;

(f) “Amalco”

has the meaning ascribed to such term in the recitals;

(g) “Amalco

Shares” means the common shares in the capital of Amalco;

(h) “Amalgamation”

has the meaning ascribed to such term in the recitals;

(i) “Amended

Exchange Agreement” has the meaning ascribed to such term in Section 2.16(a);

(j) “Applicable

Laws” means, in the context that refers to one or more Persons, any domestic or foreign, federal, state, provincial or local

law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment,

decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity, and any terms and conditions

of any grant of approval, permission, authority or license of any Governmental Entity, that is binding upon or applicable to such Person

or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person

or Persons or its or their business, undertaking, property or securities;

(k) “Articles

of Amalgamation” means the Form 9 Articles of Amalgamation with respect to the Amalgamation, to be sent to the Director, as

contemplated by the CBCA, in the form to be mutually agreed upon by the Parties;

(l) “Board

Agreements” means the agreements to be entered into by the Parent and each of the directors of the Parent Board;

(m) “Business

Day” means a day other than a Saturday, Sunday or a day on which banks in the State of Nevada or the Province of Ontario are

authorized or required by Applicable Laws to be closed;

(n) “By-Laws”

means the by-laws of Amalco to be in the form to be mutually agreed upon by the Parties;

(o) “CBCA”

has the meaning ascribed to such term in the recitals;

(p) “Certificate

of Amalgamation” means the certificate issued under the CBCA certifying the filing of Amalco’s Articles of Amalgamation;

(q) “Certificate

of Designation” means a certificate of designation for the Parent Convertible Preferred Stock in the form to be mutually agreed

upon by the Parties;

(r) “Charter

Amendment Proposal” has the meaning ascribed to such term in Section 7.2(a);

(s) “Closing”

has the meaning ascribed to such term in Section 3.1;

(t) “Closing

Date” has the meaning ascribed to such term in Section 3.1;

(u) “Closing

Shares of Parent Common Stock” means the number of shares of Parent Series A Common Stock as is equal to 19.9% of the total

issued and outstanding shares of Parent Series A Common Stock immediately before the Effective Time;

(v) “Closing

Shares of Parent Convertible Preferred Stock” means the number of shares of Parent Convertible Preferred Stock that is equal

to:

($140,000,000 minus (the product of the

Closing Shares of Parent Common Stock multiplied by the Parent Closing Price)) ——————————————————————

(divided by) the number of issued and outstanding Polymath Shares immediately before the Effective Date;

(w) “Code”

has the meaning ascribed to such term in Section 4.1;

(x) “Company”

has the meaning ascribed to such term in the recitals;

(y) “Company

Balance Sheet” has the meaning ascribed to such term in Section 5.7;

(z) “Company

Board” has the meaning ascribed to such term in the recitals;

(aa) “Company

Bring-Down Certificate” has the meaning ascribed to such term in Section 8.1(e);

(bb) “Company

Business” means building security token technology for capital raising and investor management for the private market ecosystem;

(cc) “Company

Capital Stock” has the meaning ascribed to such term in Section 5.2;

(dd) “Company

Constating Documents” has the meaning ascribed to such term in Section 5.1(b);

(ee) “Company

Disclosure Letter” has the meaning ascribed to such term in Article V;

(ff) “Company

Financial Statements” means the audited consolidated annual financial statements of the Company for the years ended December

31, 2025 and 2024, and the unaudited consolidated interim financial statements of the Company for the three month period ended March 31,

2026 (each prepared in accordance with GAAP);

(gg) “Company

Material Adverse Effect” means any event, change, circumstance, occurrence, effect or state of facts that (A) is or would reasonably

be expected to be materially adverse to the business, assets, liabilities, financial condition, or results of operations of the Company

and its Subsidiaries, taken as a whole, or (B) materially impairs the ability of the Company to consummate the Amalgamation or any of

the other transactions contemplated by this Agreement; provided, however, that in the case of clause (A) only, a Company Material Adverse

Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1) changes

or conditions generally affecting the industries in which the Company and its Subsidiaries operate, or the economy or the financial, debt,

banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets resulting

from any regulatory and political conditions or developments in general, (2) the outbreak or escalation of war or acts of terrorism or

any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak or any worsening of the foregoing, or

any declaration of martial law, quarantine or similar directive, policy or guidance or Applicable Law or other action by any Governmental

Entity in response thereto, (3) changes in Applicable Law or GAAP, or the interpretation or enforcement thereof, (4) the public announcement

of this Agreement, or (5) any specific action taken (or omitted to be taken) by the Company at or with the express written consent of

the Parent; provided, that, with respect to clauses (1), (2) and (3), the impact of such event, change, circumstance, occurrence, effect

or state of facts is not disproportionately adverse to the Company and its Subsidiaries, taken as a whole, as compared to other participants

in the industries in which the Company and its Subsidiaries operate;

(hh) “Company

Owned IP” means all Intellectual Property owned by the Company or any of its Subsidiaries in whole or in part;

(ii) “Company

Registered IP” has the meaning ascribed to such term in Section 5.19(a);

(jj) “Company

Shareholder Approval” has the meaning ascribed to such term in Section 5.4(c);

(kk) “Concurrent

Financing” has the meaning ascribed to such term in the recitals;

(ll) “Confidentiality

Agreement” has the meaning ascribed to such term in Section 7.9;

(mm) “Contract”

means any contract, covenant, plan, undertaking, concession, agreement, agreement in principle, franchise, instrument, license, sublicense,

lease, sublease, note, bond, indenture, deed of trust, mortgage, Lien, loan agreement, instrument of Indebtedness or other understanding,

commitment or arrangement, whether written or oral;

(nn) “Control”

(including the terms “controlled,” “controlled by” and “under common control with”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise;

(oo) “Conversion

Proposal” has the meaning ascribed to such term in Section 7.2(a);

(pp) “Covered

Person” has the meaning ascribed to such term in Section 6.2(d);

(qq) “D&O

Indemnified Parties” has the meaning ascribed to such term in Section 7.5(a);

(rr) “Delivered

Returns” has the meaning ascribed to such term in Section 5.15(h);

(ss) “Director”

means the director appointed under Section 260 of the CBCA;

(tt) “Disqualifying

Event” has the meaning ascribed to such term in Section 6.2(d);

(uu) “Dissenting

Shareholder” means a registered holder of Polymath Shares who has validly exercised dissent rights in respect of the Amalgamation

and transactions related thereto under the applicable and in accordance with the provisions of the CBCA;

(vv) “Dissenting

Shares” has the meaning ascribed to such term in Section 4.2;

(ww) “Effective

Date” means the effective date of the Amalgamation as set forth in the Articles of Amalgamation;

(xx) “Effective

Time” means 12:01 a.m. (Eastern Standard time) on the Effective Date, or such other time as the Parties agree to in writing

before the Effective Date;

(yy) “Employee

Plans” has the meaning ascribed to such term in Section 5.12(i);

(zz) “Environmental

Laws” has the meaning ascribed to such term in Section 5.14;

(aaa) “Equity

Incentive Plan” means mean the Parent’s 2026 Equity Incentive Plan;

(bbb) “Exchange

Act” has the meaning ascribed to such term in Section 5.5(b);

(ccc) “Exchange

Agreement” has the meaning ascribed to such term in Section 2.16(a);

(ddd) “Exchange

Ratio” means the total of (i) the Closing Shares of Parent Common Stock and (ii) the number of shares of Parent Series A Common

Stock if the Closing Shares of Parent Convertible Preferred Stock were converted on the Effective Date, divided by (iii) the number of

issued and outstanding Polymath Shares immediately before the Effective Date;

(eee) “Foreign

Plan” has the meaning ascribed to such term in Section 5.12(i);

(fff) “GAAP”

means generally accepted accounting principles in the United States, consistently applied;

(ggg) “Government

Contract” has the meaning ascribed to such term in Section 5.16(n);

(hhh) “Governmental

Entity” has the meaning ascribed to such term in Section 5.5(b);

(iii) “Hazardous

Materials” has the meaning ascribed to such term in Section 5.14;

(jjj) “Holders”

has the meaning ascribed to such term in Section 2.16(a);

(kkk) “IFRS”

means International Financial Reporting Standards applicable as of the date of the financial statements, document or event in question;

(lll) “Indebtedness”

means (a) any indebtedness or other obligation for borrowed money; (b) any obligation incurred for all or any part of the purchase price

of property or other assets (including earnout, milestone, royalty, seller note, installment payment, contingency payments and similar

obligations) or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included

in current liabilities and incurred in respect of property purchased in the Ordinary Course of Business; (c) the face amount of all letters

of credit issued for the account of such Person; (d) obligations (whether or not such Person has assumed or become liable for the payment

of such obligation) secured by Liens; (e) capitalized lease obligations; (f) all guarantees and similar obligations of such Person; (g)

deferred revenue Liabilities of such Person; (h) all accrued interest, fees and charges in respect of any indebtedness; (i) obligations

relating to interest rate protection, swap agreements and collar agreements, in each case, to the extent payable if such agreements are

terminated at the Closing; (j) obligations pursuant to conditional sale or other title retention agreements; (k) all bankers acceptances

and overdrafts; and (l) all interest, prepayment premiums and penalties, and any other fees, expenses, indemnities and other amounts payable

as a result of the prepayment or discharge of any indebtedness.

(mmm) “Indemnification

Agreement” has the meaning ascribed to such term in Section 8.3(o);

(nnn) “Intellectual

Property” means all intellectual property rights of any kind or nature in any jurisdiction throughout the world, including all

of the following to the extent protected by Applicable Law: (i) trademarks or service marks (whether registered or unregistered), trade

names, domain names, social media user names, social media addresses, logos, slogans, and trade dress, including applications to register

any of the foregoing, together with the goodwill symbolized by any of the foregoing; (ii) patents, utility models and any similar or equivalent

statutory rights with respect to the protection of inventions, and all applications for any of the foregoing, together with all re-issuances,

continuations, continuations-in-part, divisionals, revisions, extensions and reexaminations thereof; (iii) copyrights (registered and

unregistered) and applications for registration; (iv) trade secrets and customer lists, in each case to the extent any of the foregoing

derive economic value (actual or potential) from not being generally known to other Persons who can obtain economic value from their disclosure

or use, and other confidential information (“Trade Secrets”); and (v) any other proprietary or intellectual

property rights of any kind or nature;

(ooo) “ITA”

means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder, as amended from time to time;

(ppp) “IT

Systems” meaning ascribed to such term in Section 5.19(g);

(qqq) “IT

Systems and Data” meaning ascribed to such term in Section 5.11;

(rrr) “Knowledge”

of any party means the actual knowledge of any executive officer of such Party or other officer having primary responsibility for the

relevant matter;

(sss) “Liens”

has the meaning ascribed to such term in Section 5.5(a);

(ttt) “Material

Contracts” has the meaning ascribed to such term in Section 5.16;

(uuu) “Nasdaq”

means the Nasdaq Capital Market, LLC;

(vvv) “Ordinary

Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to

frequency and amount);

(www) “Parent”

has the meaning ascribed to such term in the recitals;

(xxx) “Parent

Balance Sheet” means the audited balance sheet of the Parent as of December 31, 2025, included in the Parent’s Report

on Form 10-K for the year ended December 31, 2025, and the interim balance sheet of the Parent for the three months ended March 31, 2026,

included in the Parent’s Form 10-Q for the three months ended March 31, 2025, each as filed with the SEC;

(yyy) “Parent

Board” has the meaning ascribed to such term in Section 6.1(b);

(zzz) “Parent

Bring-Down Certificate” has the meaning ascribed to such term in Section 8.1(f);

(aaaa) “Parent

Capital Stock” means the Parent Common Stock, the Parent Convertible Preferred Stock and any other stock that has or may be

issued by the Parent;

(bbbb) “Parent

Capital Stock Issuance” has the meaning ascribed to such term in Section 6.4(a);

(cccc) “Parent

Closing Price” means the closing price of one (1) share of Parent Common Stock on the Nasdaq on the trading day immediately

preceding the Closing Date;

(dddd) “Parent

Common Stock” means the Parent Series A Common Stock and the Parent Series B Common Stock;

(eeee) “Parent

Convertible Preferred Stock” has the meaning ascribed to such term in the recitals;

(ffff) “Parent

Disclosure Letter” meaning ascribed to such term in Article VI;

(gggg) “Parent

IT Systems” has the meaning ascribed to such term in Section 6.19(g);

(hhhh) “Parent

Material Adverse Effect” means any event, change, circumstance, occurrence, effect or state of facts that (A) is or would reasonably

be expected to be materially adverse to the business, assets, liabilities, financial condition, or results of operations of the Parent

and its Subsidiaries, taken as a whole, or (B) materially impairs the ability of the Parent or SubCo to consummate the Amalgamation or

any of the other transactions contemplated by this Agreement; provided, however, that in the case of clause (A) only, a Parent Material

Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1)

changes or conditions generally affecting the industries in which the Parent and its Subsidiaries operate, or the economy or the financial,

debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets resulting

from any regulatory and political conditions or developments in general, (2) the outbreak or escalation of war or acts of terrorism or

any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak or any worsening of the foregoing, or

any declaration of martial law, quarantine or similar directive, policy or guidance or Applicable Law or other action by any Governmental

Entity in response thereto, (3) changes in Applicable Law or GAAP, or the interpretation or enforcement thereof, (4) the public announcement

of this Agreement, or (5) any specific action taken (or omitted to be taken) by the Parent at or with the express written consent of the

Company; provided, that, with respect to clauses (1), (2) and (3), the impact of such event, change, circumstance, occurrence, effect

or state of facts is not disproportionately adverse to the Parent and its Subsidiaries, taken as a whole, as compared to other participants

in the industries in which the Parent and its Subsidiaries operate;

(iiii) “Parent

Material Contracts” has the meaning ascribed to such term in Section 6.16(a);

(jjjj) “Parent

Options” means stock options granted by the Parent;

(kkkk) “Parent

Owned IP” means all Intellectual Property owned by the Parent or any of its Subsidiaries in whole or in part;

(llll) “Parent

Plans” has the meaning ascribed to such term in Section 6.12(a);

(mmmm) “Parent

Preferred Stock” means any class of preferred stock in the capital of the Parent;

(nnnn) “Parent

Registered IP” has the meaning ascribed to such term in Section 6.19(a);

(oooo) “Parent

SEC Documents” has the meaning ascribed to such term in Section 6.6(a);

(pppp) “Parent

Series A Common Stock” means the Class A common stock in the capital of the Parent;

(qqqq) “Parent

Series B Common Stock” means the Class B common stock in the capital of the Parent;

(rrrr) “Parent

Series A Convertible Preferred Stock” means the series A convertible preferred stock in the capital of the Parent;

(ssss) “Parent

Series B Convertible Preferred Stock” means the series B convertible preferred stock in the capital of the Parent, to be created

and designated in connection with the Concurrent Financing;

(tttt) “Parent

Series C Convertible Preferred Stock” means the series C convertible preferred stock in the capital of the Parent, to be created

and designated in connection with the Amalgamation;

(uuuu) “Parent

Stockholder Approval” has the meaning ascribed to such term in Section 6.4(a);

(vvvv) “Parent

Stockholder Matters” has the meaning ascribed to such term in Section 7.2(a);

(wwww) “Parent

Stockholder Meeting” has the meaning ascribed to such term in Section 7.2(a);

(xxxx) “Parent

Warrants” means any share purchase warrants issued by the Parent to acquire any shares of Parent Capital Stock;

(yyyy) “Parties”

means the Parent, SubCo and the Company and “Party” means any one of them;

(zzzz) “Permits”

meaning ascribed to such term in Section 5.10;

(aaaaa) “Permitted

Liens” meaning ascribed to such term in Section 5.18(a);

(bbbbb) “Person”

means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including

any Governmental Entity;

(ccccc) “Personal

Information” means any information that alone or in combination with other information can be used to identify an individual;

(ddddd) “Polymath

Options” means options to acquire Polymath Shares;

(eeeee) “Polymath

Preferred Shares” means the Class B preferred shares and the Class C preferred shares in the capital of the Company;

(fffff) “Polymath

Shareholders” means the holders of Polymath Shares;

(ggggg) “Polymath

Shares” means common shares in the capital of the Company;

(hhhhh) “Pre-Closing

Period” has the meaning ascribed to such term in Section 7.10;

(iiiii) “Privacy

Laws” meaning ascribed to such term in Section 5.19(h);

(jjjjj) “Proxy

Statement” has the meaning ascribed to such term in Section 7.1(a);

(kkkkk) “Replacement

Option” has the meaning ascribed to such term in Section 2.12(a);

(lllll) “Representative”

means, with respect to a Party, such Party’s directors, officers, employees, investment bankers, financial advisors, attorneys,

accountants or other advisors, agents or representatives;

(mmmmm) “Sarbanes-Oxley

Act” has the meaning ascribed to such term in Section 6.6(a);

(nnnnn) “SEC”

means the Securities and Exchange Commission;

(ooooo) “Securities

Act” has the meaning ascribed to such term in Section 5.5(b);

(ppppp) “Special

Resolution” has the meaning ascribed to such term in the CBCA;

(qqqqq) “SubCo”

has the meaning ascribed to such term in the recitals;

(rrrrr) “SubCo

Board” means the board of directors of SubCo;

(sssss) “SubCo

Share” means common shares in the capital of SubCo;

(ttttt) “Subsidiary”

means, with respect to any Person, any other Person of which stock or other equity interests having ordinary voting power to elect more

than 50% of the board of directors or other governing body are owned, directly or indirectly, by such first Person;

(uuuuu) “Takeover

Laws” meaning ascribed to such term in Section 5.20;

(vvvvv) “Tax

Return” means any return, declaration, report, election, claim for refund, information return, or statement filed or supplied

or required to be filed or supplied to any Governmental Entity or any other Person with respect to Taxes, including any schedule, attachment

or supplement thereto, and including any amendment thereof;

(wwwww) “Taxes”

means (i) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, stock, ad valorem, transfer,

transaction, franchise, profits, gains, registration, license, wages, lease, service, service use, employee and other withholding, social

security, unemployment, welfare, disability, payroll, employment, excise, severance, stamp, occupation, workers’ compensation, premium,

real property, personal property, escheat or unclaimed property, windfall profits, net worth, capital, value-added, alternative or add-on

minimum, customs duties, estimated and other taxes of any kind whatsoever (whether imposed directly or through withholding and including

taxes of any third party in respect of which a Person may have a duty to collect or withhold and remit and any amounts resulting from

the failure to file any Tax Return), whether disputed or not, together with any interest and any penalties, additions to tax or additional

amounts with respect thereto and (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee or

successor liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, pursuant to a Contract,

through operation of Applicable Law or otherwise;

(xxxxx) “Tax

Returns” means any return (including any information return), report, statement, information statement, schedule, notice, form,

declaration, claim for refund, election, designation or any other document or information filed with or submitted to, or required to be

filed with or submitted to, any Governmental Entity in connection with the determination, assessment, collection or payment of any Tax

or in connection with the administration, implementation or enforcement of or compliance with any legal requirement relating to any Tax,

including supporting schedules, records and statements required to be filed with respect to Taxes;

(yyyyy) “Taxes

Payable” means any and all unpaid and payable income, franchise, goods and service, harmonized sales or sales Taxes of the Company

as of the Closing Date;

(zzzzz) “Taxing

Authority” means any Governmental Entity responsible for the administration, assessment, reassessment, determination, collection,

enforcement, or imposition of any Tax, including the Canada Revenue Agency;

(aaaaaa) “Transaction”

means the acquisition by the Parent of all the securities of the Company together with all of the other matters to be consummated pursuant

to this Agreement;

(bbbbbb) “Transaction

Expenses” means the aggregate amount (without duplication) of all costs, fees and expenses incurred by the Parent or any of

its Subsidiaries (including SubCo), or for which the Parent or any of its Subsidiaries are liable in connection with the transactions

contemplated hereby and the negotiation, preparation and execution of this Agreement, including (a) any fees and expenses of legal counsel

and accountants, the maximum amount of fees and expenses payable to financial advisors, investment bankers, brokers, consultants, tax

advisors, transfer agents, proxy solicitor and other advisors of the Parent and (b) any single-trigger bonuses, retention payments, severance,

change-in-control payments or similar payment obligations (including payments with “single-trigger” provisions triggered at

and as of the consummation of the transactions contemplated hereby) that are due and payable to any director, officer, employee or consultant

solely as a result of the consummation of the transactions contemplated hereby, together with any payroll Taxes associated therewith;

(cccccc) “Trade

Secrets” has the meaning ascribed to such term in Section 1.1(nnn);

(dddddd) “WARN

Act” has the meaning ascribed to such term in Section 5.13(d);

(eeeeee) “Withholding

Agent” has the meaning ascribed to such term in Section 4.1; and

(ffffff) “Working

Capital” has the meaning ascribed to such term Section 6.2(e).

Section 1.2 Interpretation.

For the purposes of this Agreement, except as otherwise expressly provided:

(a) the division of

this Agreement into articles, sections and subsections is for convenience of reference only and does not affect the construction or interpretation

of this Agreement. The terms “this Agreement”, “hereto”, “herein” and “hereunder”

and similar expressions refer to this Agreement and not to any particular article, Section or other portion hereof and include any agreement

or instrument supplementary or ancillary hereto;

(b) words importing

the singular number include the plural and vice versa, and words importing the use of any gender include all genders;

when following any general statement or term, is not to be construed as limiting the general statement or term to the specific items or

matters set forth or to similar items or matters, but rather as permitting the general statement or term to refer to all other items or

matters that could reasonably fall within its broadest possible scope;

(d) if any date on

which any action is required to be taken hereunder by any of the Parties is not a Business Day in the place where an action is required

to be taken, such action is required to be taken on the next succeeding day which is a Business Day in such place;

(e) any reference in

this Agreement to any statute or any Section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute

or Section as amended, restated or re-enacted from time to time, and to any regulations promulgated thereunder. References to any agreement

or document shall be to such agreement or document, as it may have been or may hereafter be amended, supplemented, replaced or restated

from time to time;

(f) all references

to “dollars” or “$” or “US$” in this Agreement refer to United States dollars,

which is the currency used for all purposes in this Agreement;

(g) all representations,

warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document

are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and

other Applicable Laws relating to or affecting creditors’ rights generally, and the discretionary nature of certain remedies (including

specific performance and injunctive relief and general principals of equity); and

(h) the Parties hereto

acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties

agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party will not be applicable

in the interpretation of this Agreement.

Article

THE AMALGAMATION

Section 2.1 Agreement to Amalgamate.

The Parties agree that SubCo and the Company shall amalgamate by way of statutory amalgamation pursuant to the provisions of the CBCA

as of the Effective Date and continue as one corporation on the terms and conditions set out in this Agreement.

Section 2.2 Effect of Amalgamation.

Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time:

(a) the Company and

SubCo shall be amalgamated and continue as one corporation;

(b) each of the Company

and SubCo shall cease to exist as entities separate from Amalco;

assets of each of SubCo and the Company shall continue to be the property and assets of Amalco;

(d) Amalco shall continue

to be liable for the liabilities and obligations of each of SubCo and the Company;

(e) Amalco will be

a wholly-owned subsidiary of the Parent; and

(f) the Articles of

Amalgamation shall be the articles of incorporation of Amalco, and the Certificate of Amalgamation will be deemed to be the certificate

of incorporation of Amalco.

Section 2.3 Name. The name

of Amalco shall be “Polymath Research Inc.” or such other name as determined by the directors of the Company.

Section 2.4 Registered Office.

The registered office of Amalco shall be First Canadian Place, 100 King Street West, Suite 5700, Toronto, ON M5X 1C7.

Section 2.5 Authorized Capital and

Restrictions on Share Transfers. The authorized capital of Amalco shall consist of an unlimited number of common shares without

par value, which shall have the rights, privileges, restrictions and conditions set out in the Articles of Amalgamation. No shares of

Amalco may be transferred except in compliance with the restrictions set out in the Articles.

Section 2.6 Fiscal Year.

The fiscal year end of Amalco shall be December 31 of each calendar year.

Section 2.7 Business. There

shall be no restriction on the business which Amalco is authorized to carry on.

Section 2.8 Initial Directors of

Amalco. The first director of Amalco shall be the person whose name appear below or such other person(s) as the Parent may determine:

Name

Natalie Hirsch

Such director shall hold office until the first annual

meeting of shareholders of Amalco or until her successor is elected or appointed.

Section 2.9 Initial Officers of Amalco.

The first officers of Amalco shall be the persons whose names and positions appear below or such other person(s) as the Parent may determine:

Name

Position

Natalie Hirsch

Chief Executive Officer, Chief Financial Officer/Chief Operating Officer

Section 2.10 Directors and Officers of the Parent Post-Closing.

(a) At or prior to

the Effective Date, the Parties shall take all action:

(i)

(including, to the extent necessary, procuring the resignation of any director on the Parent Board) so that, as of immediately after the Effective Time, such Parent Board consist of the individuals listed in Section 2.10(a)(i) of the Parent Disclosure Letter;

(ii)

(including, to the extent necessary, procuring the resignation or removal of any officers of the Parent immediately prior to the Effective Time) so that, as of the Effective Time, the Parent officers shall initially consist of the Persons listed in Section 2.10(a)(ii) of the Parent Disclosure Letter; and

(iii)

as applicable to cause the Persons listed in Section 2.10(a)(i) of the Parent Disclosure Letter to resign without payment by or any liability to the Company or the Parent, including any change in control or bonus payments and commitments.

(b) The Company and

the Parent shall enter into mutual releases with all former directors and officers of the Parent, in a form acceptable to the Parent and

the Company, acting reasonably, at the Effective Time.

Section 2.11 Exchange of SubCo Shares

and Polymath Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time:

(a) the Polymath Shareholders

will receive on a pro-rata basis:

(i)

the

Closing Shares of Parent Common Stock; and

(ii)

the

Closing Shares of Parent Convertible Preferred Stock,

all as set forth in Section 2.11(a) of

the Parent Disclosure Letter and the Polymath Shares will be cancelled;

(b) each Parent Convertible

Preferred Stock held by the Company, if any, shall be cancelled for no additional consideration therefore;

receive one (1) Amalco Share in exchange for each SubCo Share held by it and the SubCo Share held by the Parent will be cancelled;

(d) in consideration

for the Parent’s issuance of the Parent Convertible Preferred Stock referenced in Section 2.11(a), Amalco shall issue to

the Parent one Amalco Share for each Parent Convertible Preferred Stock issued by the Parent under Section 2.11(a); and

(e) no fractional Parent

Common Stock or Parent Convertible Preferred Stock will be issued pursuant to this Agreement. In the event that a Polymath Shareholder

would otherwise be entitled to a fractional security hereunder, the number of securities issued to such Polymath Shareholder shall be

rounded up to the next greater whole number of shares if the fractional entitlement is equal to or greater than 0.5 and shall, without

any additional compensation, be rounded down to the next lesser whole number of shares if the fractional entitlement is less than 0.5.

In calculating such fractional interests, all Polymath Shares registered in the name of or beneficially held by such Polymath Shareholder

or their nominee shall be aggregated.

Section 2.12 Convertible Securities.

(a) At the Effective

Time, each outstanding Polymath Option to purchase shares of Polymath Shares granted under the Company’s Stock Option Plan, whether

vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right

to acquire Polymath Shares and shall be assumed and converted, at the Effective Time, into an option to purchase shares of Parent Common

Stock (each, a “Replacement Option”), on the same terms and conditions (including any vesting or forfeiture

and post-termination exercise provisions as were applicable to such Polymath Option as of immediately prior to the Effective Time). For

purposes of clarification, (x) no Polymath Option shall be amended to waive any acceleration of vesting in connection with the Amalgamation,

and (y) all Replacement Options will continue to vest in accordance with the terms of the Polymath Options upon closing of the Amalgamation

to the extent the agreements governing the Polymath Options so provide. The number of shares of Parent Common Stock subject to each such

Replacement Option shall be equal to (i) the number of Polymath Shares subject to each Polymath Option immediately prior to the Effective

Time multiplied by (ii) the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Replacement

Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Polymath Share

otherwise purchasable pursuant to such Polymath Option divided by (B) the Exchange Ratio; provided, that in the case of any Polymath Option

to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof,

if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common

Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the

requirements of Section 424(a) of the Code; provided further, that in the case of any Polymath Option to which Section 409A of the Code

applies as of the Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms

and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code

in order to avoid the imposition of any additional Taxes thereunder.

(b) The Replacement

Options shall be governed by the terms and conditions of the Equity Incentive Plan.

take all action necessary to issue the Replacement Options as contemplated in Section 2.12(a) and Section 2.12(b).

Section 2.13 Dissenting Shareholders.

Registered Polymath Shareholders will be entitled to exercise dissent rights with respect to their Polymath Shares in connection with

the Amalgamation pursuant to and in the manner set forth in the CBCA. The Company shall give the Parent notice of any written notice of

a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights and received by the Company and

shall provide the Parent with copies of such notices and written objections. Polymath Shares which are held by a Dissenting Shareholder

shall not be exchanged for Parent Convertible Preferred Stock pursuant to the Amalgamation. However, if a Dissenting Shareholder fails

to perfect or effectively withdraws such Dissenting Shareholder’s claim under the CBCA or forfeits such Dissenting Shareholder’s

right to make a claim under the CBCA, or if such Dissenting Shareholder’s rights as a Polymath Shareholder are otherwise reinstated,

such Polymath Shareholder’s Polymath Shares shall thereupon be deemed to have been exchanged for Parent Convertible Preferred Stock

as of the Effective Time as prescribed herein.

Section 2.14 Completion of the Amalgamation

and Effective Date. Upon the satisfaction or waiver of the conditions herein contained in favor of each Party, the Company and

SubCo shall deliver to the Director the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation.

The Amalgamation shall become effective at the Effective Time.

Section 2.15 Acknowledgment of Resale

Restrictions.

(a) In addition to

any other resale restrictions that may be imposed, Polymath Shareholders will receive Parent Convertible Preferred Stock in exchange for

such Polymath Shareholder’s Polymath Shares which will bear a legend substantially in the following form:

“THESE SECURITIES HAVE NOT BEEN

REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE SECURITIES

LAWS.”

Section 2.16 Amended Exchange Agreement

and Concurrent Financing

(a) The Parties acknowledge

that the Parent will enter into an amendment and exchange agreement (the “Amended Exchange Agreement”) to the Amendment

and Exchange Agreement dated April 22, 2025, as amended on May 28, 2025 and July 21, 2025, among the Parent and the holders of the Company

Series A Preferred Stock (the “Holders”), (together, the “Exchange Agreement”) in respect of the

Concurrent Financing pursuant to which the Parent will issue warrants to acquire Series B Convertible Preferred Stock, and any other documents

ancillary to the Concurrent Financing, as applicable.

(b) The Parent shall

complete the Concurrent Financing in one or more tranches, with the initial tranche of up to $3,000,000 required to close within the timeframes

set forth in the Amended Exchange Agreement.

Article

III

THE AMALGAMATION

Closing

Section 3.1 Closing. The

closing of the Amalgamation (the “Closing”) shall take place on such date, time or place as agreed to in writing

by the Parent and the Company, following the satisfaction or, to the extent permitted by Applicable Law, waiver of the conditions set

forth in Article VIII (subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of those conditions), remotely

by electronic exchange of documents. The date on which the Closing occurs is referred to in this Agreement as the “Closing

Date.”

Article

EFFECT ON

THE CAPITAL STOCK OF THE CONSTITUENT COMPANIES; EXCHANGE OF CERTIFICATES

Section 4.1 Withholding Rights.

The Parent (the “Withholding Agent”) shall be entitled to deduct and withhold, or cause to be deducted and withheld,

from the consideration otherwise payable to any holder of Polymath Shares or otherwise pursuant to this Agreement such amounts as the

Parent reasonably determines it is required to deduct and withheld under the Internal Revenue Code of 1986, as amended (the “Code”),

or any provision of state, local or foreign Tax Law (including through the use of proceeds from the sale of the shares of Parent Capital

Stock); provided that if a Withholding Agent determines that any payment to any shareholder of the Company hereunder is subject to deduction

and/or withholding, then, except with respect to compensatory payments or as a result of a failure to deliver the certificate described

in Section 7.7, such Withholding Agent shall (i) provide notice to such shareholder as soon as reasonably practicable after such

determination and (ii) use commercially reasonable efforts to cooperate with such shareholder prior to Closing to reduce or eliminate

any such deduction and/or withholding. To the extent that amounts are so deducted and withheld and are remitted to the applicable taxing

authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such

deduction and withholding was made.

Section 4.2 Dissenters Rights.

Notwithstanding anything in this Agreement to the contrary, each Polymath Share outstanding immediately prior to the Effective Time and

held by a holder who is entitled to demand and has properly demanded appraisal for such shares of the Polymath Shares in accordance with

Section 190 of the CBCA (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right

to receive a portion of the Parent Convertible Preferred Stock unless and until such holder fails to perfect or withdraws or otherwise

loses such holder’s right to appraisal and payment under the CBCA. If, after the Effective Time, any such holder fails to perfect

or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted

as of the Effective Time into the right to receive the portion of the Parent Convertible Preferred Stock, if any, to which such holder

is entitled, without interest. The Company shall give the Parent (a) prompt notice of any demands received by the Company for appraisal

of any Polymath Shares issued and outstanding immediately prior to the Effective Time, attempted written withdrawals of such demands,

and any other instruments served pursuant to the CBCA and received by the Company relating to shareholders’ rights to appraisal

with respect to the Amalgamation and (b) the opportunity to participate in all negotiations and proceedings with respect to any exercise

of such appraisal rights under the CBCA. The Company shall not, except with the prior written consent of the Parent, which shall not be

unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to any demands for payment of fair value for

capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Article V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the corresponding

section or subsection of the disclosure letter delivered by the Company to the Parent immediately prior to the execution of this Agreement

(the “Company Disclosure Letter”) (it being agreed that the disclosure of any information in a particular section

or subsection of the Company Disclosure Letter shall be deemed disclosure of such information with respect to any other section or subsection

of this Agreement to which the relevance of such information is readily apparent on its face), the Company represents and warrants to

the Parent and SubCo as follows:

Section 5.1 Organization, Standing

and Power.

(a) The Company (i)

is an entity duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its organization,

(ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business

as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the

nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except

in the case of clause (iii), where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has

not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) The Company has

previously made available to the Parent true and complete copies of the constating documents of the Company (the “Company

Constating Documents”) and for each of Company’s Subsidiaries, in each case as amended to the date of this

Agreement, and each as so delivered is in full force and effect. The Company is not in violation of any provision of the Company Constating

Documents and none of Company’s Subsidiaries are in violation of any provision of their applicable constating documents. Except

with respect to the extent relating to the transactions contemplated by this Agreement or in draft form and except as may be redacted

to preserve a privilege (including attorney-client privilege), the Company has made available to the Parent true and complete copies of

the minutes of all meetings of the Company’s shareholders, the Company Board and each committee of the Company Board held since

January 1, 2024.

Section 5.2 Capital Stock.

The authorized capital stock of the Company consists of an unlimited number of Polymath Shares, an unlimited number of non-voting common

shares of the Company, an unlimited number of Class B preferred shares and an unlimited number of Class C preferred shares (collectively,

the “Company Capital Stock”). As of the date hereof, (i) 10,506,129 Polymath Shares (excluding treasury shares) are issued

and outstanding, (ii) no Polymath Shares are held by the Company in its treasury, (iii) no Polymath Preferred Shares issued and outstanding

(iv) no Polymath Preferred Shares are held by the Company in its treasury, (v) the Polymath Options are set forth in Section 5.2 of

the Company Disclosure Letter, and (vi) no Polymath Warrants are issued and outstanding. All outstanding shares of capital stock of

the Company are, and all shares reserved for issuance will be, when issued, duly authorized, validly issued, fully paid and nonassessable

and not subject to any preemptive rights. The Company does not have outstanding any bonds, debentures, notes or other obligations having

the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the shareholders

of the Company on any matter. Except as set forth above in this Section 5.2 and Section 5.2 of the Company Disclosure Letter,

there are no outstanding (A) shares of Company Capital Stock or other voting securities or equity interests of the Company, (B) securities

of the Company or its Subsidiaries, convertible into or exchangeable or exercisable for shares of Company Capital Stock or other voting

securities or equity interests of the Company, (C) stock appreciation rights, “phantom” stock rights, performance units,

interests in or rights to the ownership or earnings of the Company or other equity equivalent or equity-based awards or rights, (D) subscriptions,

options, warrants, calls, commitments, Contracts or other rights to acquire from the Company, or obligations of the Company to issue,

any shares of Company Capital Stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable

for capital stock or other voting securities or equity interests of the Company or rights or interests described in the preceding clause

(C), or (E) obligations of the Company to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell,

or cause to be issued, granted, delivered or sold, any such securities. Except as set forth in Section 5.2 of the Company Disclosure

Letter, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company, or any of Company’s

Subsidiaries, is a party or of which the Company has Knowledge with respect to the holding, voting, registration, redemption, repurchase

or disposition of, or that restrict the transfer of, any capital stock or other voting securities or equity interests of the Company.

Section 5.3 Subsidiaries.

Section 5.3 of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of Company, including its jurisdiction

of incorporation or formation. Each of Company’s Subsidiaries (i) is an entity duly organized, validly existing and in good standing

under the Applicable Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to

own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do

business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its

properties makes such qualification or licensing necessary, except in the case of clause (iii), where the failure to be so qualified or

licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material

Adverse Effect. Section 5.3 of the Company Disclosure Letter lists all outstanding shares of capital stock and other voting securities

or equity interests of each such Subsidiary and identifies the owner of such shares of capital stock and other voting securities or equity

interests. All such shares of capital stock of each Subsidiary are owned, directly or indirectly, by the Company, free and clear of all

Liens other than Permitted Liens of Company and its Subsidiaries. Except for the capital stock of, or other equity or voting interests

in, its Subsidiaries and as set forth in Section 5.3 of the Company Disclosure Letter, the Company does not own, directly or indirectly,

any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest

convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form

or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume

any liability or obligation of, any Person.

Section 5.4 Authority.

(a) The Company has

all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the

transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the

Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company

and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Amalgamation

and the other transactions contemplated hereby, subject, in the case of the consummation of the Amalgamation, to the Company Shareholder

Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery

by the Parent and SubCo, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with

its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or

similar Applicable Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(b) The Company Board,

at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining

that the terms of this Agreement, the Amalgamation and the other transactions contemplated hereby are fair to and in the best interests

of the Company’s shareholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including

the Amalgamation, (iii) directing that the Amalgamation be submitted to the shareholders of the Company for approval, and (iv) resolving

to recommend that the Company’s shareholders vote in favor of the approval of the Amalgamation, which resolutions have not been

subsequently rescinded, modified or withdrawn in any way.

of the holders of the Polymath Shares outstanding (collectively, the “Company Shareholder Approval”) is the

only approval of the holders of any class or series of the Company Capital Stock or other securities required in connection with the consummation

of the Amalgamation and the other transactions contemplated hereby. Other than the Company Shareholder Approval, no vote of the holders

of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any

of the transactions contemplated hereby to be consummated by the Company.

Section 5.5 No Conflict; Consents

and Approvals.

(a) The execution,

delivery and performance of this Agreement by the Company does not, and the consummation of the Amalgamation and the other transactions

contemplated hereby and compliance by the Company with the provisions hereof will not, conflict with, or result in any violation or breach

of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation,

modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any pledge, claim, lien,

charge, option, right of first refusal, encumbrance or security interest of any kind or nature whatsoever (including any limitation on

voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”)

in or upon any of the properties, assets or rights of the Company under, or give rise to any increased, additional, accelerated or guaranteed

rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Constating

Documents, (ii) any Contract to which the Company is a party or by which the Company or any of its properties or assets may be bound or

(iii) subject to the governmental filings and other matters referred to in Section 5.5(b), any Applicable Law or by which the Company

or any of its properties or assets may be bound, except as, in the case of clause (ii) as would not be, or would not reasonably be expected

to be, material.

(b) Except as set forth

in Section 5.5(b) of the Company Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration,

filing with or notice to, any federal, state, provincial, local or foreign government or subdivision thereof or any other governmental,

administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, stock exchange, instrumentality,

agency, commission or body (each, a “Governmental Entity”) is required by or with respect to the Company in

connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Amalgamation

and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of such

reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as

may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”),

the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, and (iii) the

filing of the Article of Amalgamation as required by the CBCA.

Section 5.6 Financial Statements.

(a) True and complete

copies of the Company Financial Statements are attached hereto as Section 5.6(a) of the Company Disclosure Letter. The Company

Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records

of the Company; (ii) as to the fiscal year ended December 31, 2025 have been prepared in accordance with GAAP applied on a consistent

basis throughout the periods indicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects,

the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective

periods indicated therein.

(b) The books of account

and financial records of the Company and its Subsidiaries are true and correct and have been prepared and are maintained in accordance

with sound accounting practice.

each of the Company’s Subsidiaries, maintains a system of internal accounting controls consistent with the practices of similarly

situated private companies designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s

general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the

Company, and each of Company’s Subsidiaries, and to maintain accountability of the Company’s, and each of Company’s

Subsidiaries’, assets, (iii) access to the Company’s, and each of Company’s Subsidiaries’, assets is permitted

only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s,

and each of Company’s Subsidiaries’, assets is compared with the existing assets at regular intervals and appropriate action

is taken with respect to any differences. The Company, and each of Company’s Subsidiaries, maintains internal control over financial

reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external.

(d) Except as

set forth in Section 5.6(d) of the Company Disclosure Letter, since January 1, 2024, neither the Company nor its independent auditors

have identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting controls

utilized by the Company and each of Company’s Subsidiaries, (ii) any fraud, whether or not material, that involves the Company,

the Company’s Subsidiaries, the management of the Company or the Company’s Subsidiaries or other employees who have a role

in the preparation of financial statements or the internal accounting controls utilized by the Company and the Company’s Subsidiaries

or (iii) any claim or allegation regarding any of the foregoing.

Section 5.7 No Undisclosed Liabilities.

Except as set forth in Section 5.7 of the Company Disclosure Letter, neither the Company, nor any of the Company’s Subsidiaries,

have any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or

to become due and whether or not required to be recorded or reflected on a balance sheet, except (a) to the extent accrued or reserved

against in the audited balance sheet of the Company as of December 31, 2025 (such balance sheet, the “Company Balance Sheet”),

and (b) for liabilities and obligations incurred in the Ordinary Course of Business consistent with past practice since the date of the

Company Balance Sheet that are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Section 5.8 Absence of Certain Changes

or Events. Since the date of the Company Balance Sheet and except as set forth in Section 5.8 of the Company Disclosure Letter:

(x) except in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, the Company

and its Subsidiaries have conducted their business only in the Ordinary Course of Business consistent with past practice; (y) there has

not been any change, event or development or prospective change, event or development that, individually or in the aggregate, has had

or would reasonably be expected to have a Company Material Adverse Effect; and (z) the Company and its Subsidiaries have not:

(a) (i) declared, set

aside or paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect of, any of its capital

stock or other equity interests, (ii) purchased, redeemed or otherwise acquired shares of capital stock or other equity interests of the

Company or any Subsidiary or any options, warrants, or rights to acquire any such shares or other equity interests, or (iii) split, combined,

reclassified or otherwise amended the terms of any of the Company Capital Stock or other equity interests or issued or authorized the

issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interests

(other than the issuance of Polymath Shares upon the exercise of Polymath Options, in accordance with their terms);

(b) amended or otherwise

changed, or authorized or proposed to amend or otherwise change, its certificate of formation or by-laws (or similar organizational documents);

into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or reorganization;

(d) created, incurred

or assumed any Indebtedness; assumed, guaranteed, endorsed or otherwise became liable or responsible (whether directly, contingently or

otherwise) for the obligations of any other Person; or made, cancelled or forgave any loans, advances or capital contributions to, or

investments in, any other Person;

(e) hired any new officers

or, except in the Ordinary Course of Business, any new employees or consultants;

(f) (i) merged or consolidated

with any Person; or (ii) acquired, sold, leased, licensed or disposed of any assets or property (including any shares or other equity

interests in or securities of any Subsidiary or any other corporation, partnership, association or other business organization or division

thereof), other than sales of assets to customers in the Ordinary Course of Business;

(g) mortgaged or pledged

any of its property or assets or subject any such property or assets to any Lien;

(h) failed to take

any action necessary to preserve the validity of any Company Intellectual Property or Permit;

(i) instituted or settled

any Action;

(j) changed its financial

or Tax accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or Applicable Law, or

revalued any of its material assets; or

(k) agreed in writing

or otherwise to take any of the foregoing actions.

Section 5.9 Litigation. Except

as set forth in Section 5.9 of the Company Disclosure Letter, there is no Action (or basis therefor) pending or, to the Knowledge

of the Company, threatened against or affecting the Company or its Subsidiaries, its properties or assets, or any present or former officer,

director or employee of the Company or Subsidiaries in such individual’s capacity as such. Neither the Company nor any of its Subsidiaries,

or their respective properties or assets is subject to any outstanding judgment, order, injunction, rule or decree of any Governmental

Entity. There is no Action pending or, to the Knowledge of the Company, threatened seeking to prevent, hinder, modify, delay or challenge

the Amalgamation or any of the other transactions contemplated by this Agreement.

Section 5.10 Compliance with Applicable

Laws. The Company and each of its Subsidiaries is and has been in compliance in all material respects with all Applicable Laws

applicable to its businesses, operations, properties or assets. None of the Company or any of its Subsidiaries has received, since January

1, 2024, a notice or other written communication alleging or relating to a possible material violation of any Applicable Law applicable

to its businesses, operations, properties, assets or Company Products (as defined below). The Company and each of its Subsidiaries have

in effect all material permits, licenses, variances, exemptions, applications, approvals, clearances, authorizations, registrations, formulary

listings, consents, operating certificates, franchises, orders and approvals (collectively, the “Permits”) of

all Governmental Entities necessary or advisable for it to own, lease or operate its properties and assets and to carry on its businesses

and operations as now conducted, and there has occurred no violation of, default (with or without notice or lapse of time or both) under

or event giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse

of time or both, any such Permit, nor would any such revocation, nonrenewal, adverse modification or cancellation result from the consummation

of the transactions contemplated hereby.

Section 5.11 Cybersecurity.

There has been no security breach or other compromise of or relating to any of the Company’s or any of its Subsidiaries’ information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and

Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no Knowledge of any event or condition

that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and

its Subsidiaries are presently in compliance in all material respects, with all Applicable Laws, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,

misappropriation or modification, except as would not, individually or in the aggregate, have a Company Material Adverse Effect; (iii)

the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material

confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company

and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

Section 5.12 Benefit Plans.

(a) Section 5.12(a)

of the Company Disclosure Letter sets forth a complete list of the Employee Plans in respect of any present or former employees, directors,

officers, members, consultants, or independent contractors of the Company that are sponsored or maintained by the Company or with respect

to which the Company has made or is required to make payments, transfers, or contributions. The Company does not have any liability with

respect to any plan, arrangement, or practice of the type described in the preceding sentence other than the Employee Plans.

(b) True, correct,

and complete copies of the following materials have been delivered or made available to the Parent: (i) all current plan documents for

each Employee Plan or, in the case of an unwritten Employee Plan, a written description thereof, (ii) all current summary plan descriptions,

summaries of material modifications, annual reports, and summary annual reports with respect to the Employee Plans, (iii) all current

trust agreements, insurance contracts, and other documents relating to the funding or payment of benefits under any Employee Plan, and

(iv) any other documents, forms, or other instruments relating to any Employee Plan requested by the Parent.

has been maintained, funded, operated, and administered in compliance in all material respects with its terms and any related documents

or agreements and in compliance with all Applicable Laws. There have been no prohibited transactions or breaches of any of the duties

imposed on fiduciaries or under Applicable Law with respect to the Employee Plans that would result in any liability being imposed on

the Company. All contributions, transfers, and payments in respect of any Employee Plan have been or are fully deductible and will have

been paid prior to or on the Closing Date. There is no pending or, to the Company’s Knowledge, threatened assessment, Action, complaint,

proceeding, or investigation of any kind in any court or before any Governmental Entity with respect to any Employee Plan (other than

routine claims for benefits), nor is there any basis for one. The Company has reserved all rights necessary to amend or terminate each

of the Employee Plans in accordance with its terms, to the extent applicable.

(d) None of the Employee

Plans is a defined benefit plan or a multiemployer plan as defined in Applicable Law.

(e) All (i) taxes,

contributions, fees or insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable

under, and (iii) contributions, transfers, or payments required to be made to, any Employee Plan prior to the Closing Date will have been

paid, made, or accrued on or before the Closing Date. With respect to any insurance policy providing funding for benefits under any Employee

Plan, to the Company’s Knowledge, no insurance company issuing any such policy is in receivership, conservatorship, liquidation,

or similar proceeding and, to the Company’s Knowledge, no such proceedings with respect to any insurer are imminent.

(f) No Employee Plan

provides benefits, including death or medical benefits, beyond termination of service or retirement other than coverage mandated by Applicable

Law. No Employee Plan provides benefits to any individual who is not a current or former employee of the Company, or to the dependents

or other beneficiaries of any former employee.

(g) Except as disclosed

in Section 5.12(g) of the Company Disclosure Letter, the execution and performance of this Agreement will not (i) constitute a

stated triggering event under any Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from

the Company to any current or former officer, employee, director, or consultant (or dependents of such Persons), or (ii) accelerate the

time of payment or vesting, or increase the amount of compensation due to any current or former officer, employee, director, or consultant

(or dependents of such Persons) of the Company.

(h) To the Company’s

Knowledge, all Employee Plans comply in both form and operation with Applicable Law. The Company does not have any obligation to any Person

to provide any “gross-up” or similar payment to any Person in the event any such Employee Plan fails to comply with Applicable

Law.

(i) The term “Employee

Plan” and “Employee Plans” shall mean each compensation, deferred compensation, bonus, and each

incentive compensation, stock, share or unit purchase, stock, share or unit option and other equity compensation plan, program, agreement

or arrangement; severance or termination pay, vacation pay, medical, health, surgical, hospitalization, life or other insurance, dental,

eye care, disability (both long term and short-term), salary continuation, supplemental unemployment benefits, mortgage assistance, employee

loan, employee discount, employee assistance, counselling, pension, retirement or supplemental retirement benefit plan, arrangement or

agreement, including each defined benefit or defined contribution pension plan and group registered retirement savings plan, and each

other similar employee benefit plan, arrangement or agreement, whether oral or written, funded or unfunded, excluding any public statutory

plans that the Company is required to comply with (including the Canada pension plan and plans administered under applicable provincial

health tax, workers’ compensation and employment insurance legislation). The term “Foreign Plan” means

any Employee Plan that is maintained outside of Canada.

Section 5.13 Labor and Employment

Matters.

(a) The Company and

its Subsidiaries are and since January 1, 2023 have been in compliance in all material respects with all Applicable Laws relating to labor

and employment, including those relating to employment practices, terms and conditions of employment, collective bargaining, disability,

immigration, health and safety, wages, hours and benefits, nondiscrimination in employment, workers’ compensation, the collection

and payment of withholding and/or payroll Taxes and similar Taxes, unemployment compensation, equal employment opportunity, discrimination,

harassment, employee and contractor classification, information privacy and security, and continuation coverage with respect to group

health plans. Except as set forth in Section 5.13(a) of the Company Disclosure Letter, during the preceding three years, there

has not been, and as of the date of this Agreement there is not pending or, to the Knowledge of the Company, threatened, any labor dispute,

work stoppage, labor strike or lockout against the Company or any of its Subsidiaries by employees. Neither the Company nor any Subsidiary

has any material actual or contingent liability with respect to (i) any misclassification of any person as an independent contractor rather

than as an employee, as an employee rather than as an independent contractor, or as a non-employee when in fact employed, (ii) any employee

or contractor leased from or staffed by another employer, or (iii) any person currently or formerly classified as exempt from, or otherwise

not paid where, required, overtime and minimum or other wages.

(b) No employee of

the Company or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement.

To the Knowledge of the Company, there has not been any activity on behalf of any labor union, labor organization or similar employee

group to organize any employees of the Company or any of its Subsidiaries. There are no (i) unfair labor practice charges or complaints

against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal

or authority and to the Knowledge of the Company no such representations, claims or petitions are threatened, (ii) representation claims

or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances

or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining

agreement.

of the Company Disclosure Letter contains a list of all current employees of the Company or any of its Subsidiaries (by employee identification

number), along with the employer, position, date of hire, annual rate of compensation (or, where applicable, the hourly or per diem rate

of compensation, or, if by commissions, a description of or cross-reference to the applicable terms), estimated or target annual incentive

compensation of each such person, employee status of each such person (including whether the person is on leave of absence and the dates

of such leave), part-time or full-time status, weekly working hours where not full-time, status as exempt or non-exempt from overtime,

assigned work location, and remote work location. To the Knowledge of the Company, no current employee or officer of the Company or any

of its Subsidiaries intends, or is expected, to terminate his or her employment relationship with such entity in connection with or as

a result of the transactions contemplated hereby.

(d) During the preceding

three years, (i) neither the Company nor any Subsidiary has effectuated a “plant closing” (as defined in the Worker

Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment

or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff”

(as defined in the WARN Act) in connection with the Company or any Subsidiary affecting any site of employment or one or more facilities

or operating units within any site of employment or facility and (iii) neither Company nor any Subsidiary has engaged in layoffs or employment

terminations sufficient in number to trigger application of any similar state, local or foreign law. The Company and its Subsidiaries

currently properly classify and for the past three (3) years have properly classified its and their employees as exempt or nonexempt in

accordance with applicable overtime Applicable Laws, and no person treated as an independent contractor or consultant by the Company or

any Subsidiary within the past three (3) years should have been properly classified as an employee under Applicable Law.

(e) All Persons treated

as independent contractors rather than as employees have been properly so treated, and any compensation paid to them has been reported

on IRS Form 1099 or other applicable Tax form. Except as disclosed in Section 5.13(e) of the Company Disclosure Letter, each such

consultant or independent contractor is a party to a written agreement or Contract directly with the Company or the applicable Subsidiary

or is engaged through written agreements between the Company or applicable Subsidiary and staffing agencies that treat such consultant

or independent contractor as employees of the agency.

(f) Except as set forth

in Section 5.13(f) of the Company Disclosure Letter, with respect to any current or former employee, officer, consultant or other

service provider of the Company or any of its Subsidiaries, there are no Actions against the Company or any of its Subsidiaries pending,

or to the Company’s Knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current

or former employee, officer, consultant or other service provider of the Company or any of its Subsidiaries, including, without limitation,

any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment-related

matter arising under Applicable Laws, except where such action would not, individually or in the aggregate, result in the Company or any

of its Subsidiaries incurring a material liability.

(g) Except with respect

to any Company Plan (which subject is addressed in Section 5.12 above), the execution of this Agreement and the consummation of

the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to

be made under, any Applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company or any

of its Subsidiaries is a party.

(h) (i) Except as set

forth in Section 5.13(h) of the Company Disclosure Letter, no allegations of workplace sexual harassment, discrimination or other

misconduct have been made, initiated, filed or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries,

or any of their respective current or former directors, officers or senior-level management employees, (ii) to the Knowledge of the Company,

no incidents of any such workplace sexual harassment, discrimination or other misconduct have occurred, and (iii) the Company has not

entered into any settlement agreement related to allegations of sexual harassment, discrimination or other misconduct by any of its directors,

officers or employees described in clause (i) hereof or any independent contractor.

Section 5.14 Environmental Matters.

The Company and its Subsidiaries (i) are in compliance with all Applicable Laws relating to pollution or protection of human health or

the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including Applicable Laws relating

to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or

wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,

processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,

codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations,

issued, entered, promulgated or approved thereunder (collectively, the “Environmental Laws”); (ii) have received

all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and

(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),

the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 5.15 Taxes.

(a) Except as disclosed

in Section 5.15(a) of the Company Disclosure Letter, the Company has duly and on a timely basis prepared and filed all material

Tax Returns required to be filed by it with the appropriate Taxing Authority and such Tax Returns are complete and correct in all material

respects.

(b) The Company has

paid, collected, withheld and remitted all Taxes which are due and payable, collectible, required to be withheld, or remittable, as applicable,

by it (whether or not shown on a Company Tax Return) on or before the date hereof.

in Section 5.15(c) of the Company Disclosure Letter, the Company has not received any notice from any Taxing Authority that it

is taking steps to assess additional Taxes against the Company for any period for which Tax Returns have been filed and, there are no

actual or, to the Company’s Knowledge, pending audit investigations or other actions of or against the Company relating to Taxes.

(d) Except as disclosed

in Section 5.15(d) of the Company Disclosure Letter, no tax return of the Company has been audited by any Taxing Authority during

the past five years.

(e) The Company has

no outstanding waiver of any statute of limitations in respect of Taxes or agreement to any extension of time within which to file any

Tax Return or within which it is required to pay Taxes or within which any Taxing Authority may assess or collect Taxes for which the

Company may be liable.

(f) There are no Liens

for Taxes upon any of the assets or properties of the Company, except for Permitted Liens.

(g) There are no Actions

now pending, made or threatened against the Company in respect of Taxes. As of the date hereof, there are no issued or pending private

letter rulings, advance pricing agreements or similar agreements with any Taxing Authority that would bind the Company.

(h) The Company has

delivered to the Parent true, correct and complete copies of all Tax Returns filed by or with respect to it with respect to all taxable

years remaining open under the applicable statute of limitations (the “Delivered Returns”), and has delivered

or made available to the Parent all relevant documents and information with respect thereto, including work papers, records, audit and

examination reports, and statements of deficiencies proposed or assessed against or agreed to by the Company.

(i) There are no elections

with respect to Taxes affecting the Company that were not made in the Delivered Returns.

(j) The Company Financial

Statements properly and adequately accrue or reserve for Tax liabilities.

(k) The Company is

not subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for income tax purposes

in any jurisdiction.

(l) The Company is

not party to or bound by any tax sharing agreement, tax indemnity obligation in favor of any Person or similar agreement in favor of any

Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Taxing Authority).

(m) The Company has

not claimed a deduction or reserve under the ITA ;or any similar provision of a provincial taxing statute in computing its income in a

taxation year for any Pre-Closing Period which may be included in a taxation year ending after the Closing Date.

(n) No circumstances

exist which would make the Company subject to the application of any of Sections 79 to 80.04 of the ITA or the similar provisions of a

provincial taxing statute.

(o) The Company has

never been deemed for the purposes of the ITA or any Applicable Law of any Governmental Entity to have acquired or had the use of property

for proceeds greater than the fair market value thereof from, or disposed of property for proceeds less than the fair market value thereof

to, or received or performed services for amounts other than the fair market value from or to, or paid or received interest or any other

amount other than at a fair market value rate to or from, any person inside or outside Canada with whom it does not deal at arm’s

length within the meaning of the ITA.

(p) The Company has

not made an “excessive eligible dividend election” as defined in subsection 89(1) of the ITA in respect of any dividend

paid, or deemed by any provision of the ITA to have been paid on any class of shares in its capital.

(q) Prior to the Closing

Date, the Company has not made an election under subsection 83(2) of the ITA to deem a dividend to be a capital dividend for purposes

of the ITA in an amount which exceeds the amount of the Company’s capital dividend account at the time of such election.

(r) The Company has

not participated in a reorganization transaction in which a dividend was received to which subsection 55(2) of the ITA would apply, but

for paragraph 55(3)(a) or paragraph 55(3)(b) of the ITA.

(s) The Company is

registered for GST/HST purposes under Part IX of the Excise ITA (Canada) under registration number 78153 5711 RT0001.

(t) No Taxing Authority

of a jurisdiction in which the Company has not filed a Tax Return has made any claim that the Company is or may be subject to Tax or required

to file a Tax Return therein, and there is no reasonable basis for any such Taxing Authority to make any such claim.

(u) No Taxing Authority

other than a Taxing Authority of Canada or of a jurisdiction listed in Section 5.15(u) of the Company Disclosure Letter asserts

taxing jurisdiction over the Company.

(v) Section 5.15(v)

of the Company Disclosure Letter contains a list of all jurisdictions (whether foreign or domestic) to which any income or other Tax

is properly payable by the Company.

(w) Except as disclosed

in Section 5.15(w) of the Company Disclosure Letter, the Company does not have any liabilities for unpaid Taxes with respect to the

income, property, and operations of the Company that relate to any Pre-Closing Periods, except for Tax liabilities reflected in the Company

Financial Statements or that have arisen after the date of the Company Financial Statements in the Ordinary Course of Business.

(x) The Company does

not have, and has never had, a permanent establishment in any foreign country other than the country in which the Company is organized

and does not and has not engaged in a trade or business in any foreign country other than the country in which the Company is organized.

(y) The Company is

not a party to any agreement with any Taxing Authority outside the Ordinary Course of Business, the principal purpose of which is to provide

a Tax incentive, Tax rebate, Tax holiday or similar arrangement with respect to the Company.

(z) Notwithstanding

anything to the contrary contained in this Agreement, no representations or warranties are made as to the amount or availability of any

net operating losses, or Tax credits in any taxable period (or portion thereof) ending on or after the Closing Date.

(aa) For all transactions

between the Company and any Person not resident in Canada for purposes of the ITA with whom the Company was not dealing at arm’s length,

the Company has made or obtained records or documents that meet the requirements of sections 247(4)(a) to (c) of the ITA. There are no

transactions to which section 247(2) or (3) of the ITA may reasonably be expected to apply except as may be set forth in Section 5.15

of the Company Disclosure Letter.

(bb) The tax attributes

of the assets of the Company were, in respect of the relevant point in time, accurately reflected in the Tax Returns of the Company, as

applicable, and have not, in a manner that would be material to the Company, changed since the date of such Tax Returns, except to the

extent that such attributes have been used in the Ordinary Course of Business or as a result of completion of any transaction contemplated

by this Agreement.

(cc) The Company has

not participated in any “reportable transactions” within the meaning of Section 237.3 of the ITA.

(dd) The Company is

not liable for the Taxes of any Person under subsection 160(1) of the ITA or any similar provision of state, provincial, local or foreign

Applicable Law.

(ee) The Company is

not a non-resident of Canada for purposes of the ITA.

For purposes of this Section

5.15, where the context permits, each reference (i) to the Company shall also apply to any Company Subsidiary and (ii) to the Company

or any of its Subsidiaries shall include a reference to any person for whose Taxes the Company or any of its Subsidiaries is liable under

Applicable Law.

Section 5.16 Contracts. Section

5.16 of the Company Disclosure Letter lists the following Contracts (each a “Material Contract”) to which

the Company or any Subsidiary is a party:

(a) any Contract (or

group of related Contracts) for the purchase of products or for the furnishing or receipt of services (A) which calls for performance

over a period of more than one year, (B) which involves more than the sum of $250,000, or (C) in which the Company or any Subsidiary has

granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating

to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods

or services exclusively from a certain party;

(b) any Contract providing

for any royalty, milestone or similar payments by the Company or any Subsidiary;

the establishment or operation of a partnership, joint venture or limited liability company;

(d) any Contract (or

group of related Contracts) under which the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur,

assume or guarantee) Indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Lien on any

of its assets, tangible or intangible;

(e) any Contract providing

for “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K of the SEC) effected by the Company

or any Subsidiary;

(f) any Contract for

the disposition of any significant portion of the assets or business of the Company or any Subsidiary (other than sales of products in

the Ordinary Course of Business) or any Contract for the acquisition of the assets or business of any other Person (other than purchases

of supplies or components in the Ordinary Course of Business);

(g) any (A) employment

Contract and (B) independent contractor or consulting Contract that, in the case of this clause (B), involves payments in excess of $150,000

within any twelve (12) month period;

(h) any Contract, plan,

policy or program providing for severance, retention, change in control payments or transaction-based payments or benefits (including,

without limitation, the accelerated vesting or timing of payment of any payments or benefits);

(i) any settlement

Contract or settlement-related Contract (including any Contract in connection with which any employment-related claim is settled);

(j) any Contract involving

any current or former officer, director or stockholder of the Company or any Affiliate thereof;

(k) any Contract under

which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect;

(l) any agency, distributor,

sales representative, franchise or similar Contracts to which the Company or any Subsidiary is a party or by which the Company or any

Subsidiary is bound;

(m) any Contract that

could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company or any of the Subsidiaries

or the Parent or any of its Affiliates as currently conducted and as currently proposed to be conducted;

(n) any Contract with

any Governmental Entity or any subcontract with a higher-tier government contractor for the provision of goods or services to a Governmental

Entity (a “Government Contract”);

(o) any Contract involving

standstill or similar arrangements;

(p) any Contract that

would entitle any third party to receive a license or any other right to Intellectual Property of the Parent or any of the Parent’s

Affiliates (excluding the Company and the Subsidiaries) following the Closing; and

(q) any other Contract

(or group of related Contracts) either involving more than $250,000 or not entered into in the Ordinary Course of Business.

(r) (i) Each Material

Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable,

and to the Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its

terms; (ii) the Company and each of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, has performed all

material obligations required to be performed by it under each Material Contract; and (iii) there is no material default under any Material

Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, and no event or condition

has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a material default on the part of the Company

or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto under any such Material Contract, nor has the

Company or any of its Subsidiaries received any notice of any such material default, event or condition. The Company has made available

to the Parent true and complete copies of all Material Contracts, including all amendments thereto.

Section 5.17 Insurance. Each

of Company and its Subsidiaries is covered by valid and currently effective insurance policies issued in favor of the Company or one or

more of its Subsidiaries that are customary and adequate for companies of similar size in the industries and locations in which the Company

operates. Section 5.17 of the Company Disclosure Letter sets forth, as of the date hereof, a true and complete list of all material

insurance policies issued in favor of the Company or any of its Subsidiaries, or pursuant to which the Company or any of its Subsidiaries

is a named insured or otherwise a beneficiary, as well as any historic incurrence-based policies still in force. With respect to each

such insurance policy, (a) such policy is in full force and effect and all premiums due thereon have been paid, (b) neither Company nor

any of its Subsidiaries is in breach or default, and has not taken any action or failed to take any action which (with or without notice

or lapse of time, or both) would constitute such a breach or default, or would permit termination or modification of, any such policy

and (c) to the Knowledge of the Company, no insurer issuing any such policy has been declared insolvent or placed in receivership, conservatorship

or liquidation. No notice of cancellation or termination has been received with respect to any such policy, nor will any such cancellation

or termination result from the consummation of the transactions contemplated hereby.

Section 5.18 Properties.

(a) The Company or

one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest

in, all of its real properties and tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective

business as currently conducted, free and clear of all Liens other than (i) Liens for current Taxes and assessments not yet past due or

the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s,

warehousemen’s and carriers’ Liens arising in the Ordinary Course of Business consistent with past practice and (iii) any

such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued

ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted (the “Permitted

Liens”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries

is in good working order (reasonable wear and tear excepted).

(b) Each of Company

and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect,

except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would

not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries enjoy peaceful and undisturbed

possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not

reasonably be expected to have a Company Material Adverse Effect

(c)

Section 5.18(c) of the Company Disclosure Letter sets forth a true and complete list of (i) all real property owned by the Company

or any of its Subsidiaries and (ii) all real property leased for the benefit of the Company or any of its Subsidiaries.

(d)

This Section 5.18 does not relate to Intellectual Property, which is the subject of Section 5.19.

Section

5.19 Intellectual Property.

(a)

Section 5.19(a) of the Company Disclosure Letter sets forth a true and complete list of all (i) patents and pending patent applications;

(ii) trademark registrations and applications; (iii) copyright registrations and applications; and (iv) domain names of the Company or

its Subsidiaries, in each case owned by, controlled by or exclusively licensed to the Company and its Subsidiaries (collectively, “Company

Registered IP”), and in each case enumerating specifically the applicable filing or registration number, title, jurisdiction

in which filing was made or from which registration issued, date of filing and issuance, names of all current applicant(s) and registered

owners(s), as applicable. All of the Company Registered IP is subsisting and, in the case of any Company Registered IP that is registered

or issued to the Company, valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due

with respect thereto have been timely paid by or on behalf of the Company. No Company Registered IP is involved in any interference,

reissue, derivation, reexamination, opposition, cancellation or similar proceeding and, to the Knowledge of the Company, no such action

is threatened with respect to any of the Company Registered IP. The Company or its Subsidiaries own exclusively, free and clear of any

and all Liens (other than Permitted Liens), all Company Owned IP, including all Intellectual Property created on behalf of the Company

or its Subsidiaries by employees or independent contractors and the Company has the right to bring actions for the infringement of such

Company Owned IP.

(b)

Section 5.19(b) of the Company Disclosure Letter accurately identifies (i) all contracts pursuant to which any Company Registered

IP is licensed to the Company or its Subsidiaries (other than (A) any non-customized software that (1) is so licensed solely in executable

or object code form pursuant to a nonexclusive, internal-use software license and other Intellectual Property associated with such software

and (2) is not incorporated into, or material to the development, manufacturing, or distribution of, any of the Company’s or its

Subsidiaries’ products or services, (B) any Intellectual Property licensed on a nonexclusive basis ancillary to the purchase or

use of equipment, reagents or other materials, (C) any confidential information provided under confidentiality agreements and (D) agreements

between Company and any of its Subsidiaries and their employees in Company’s standard form thereof), (ii) the corresponding Company

contract pursuant to which such Company Registered IP is licensed to the Company or any of its Subsidiaries and (iii) whether the license

or licenses granted to the Company or its Subsidiaries are exclusive or nonexclusive.

(c)

Section 5.19(c) of the Company Disclosure Letter accurately identifies each Company contract pursuant to which any Person has

been granted any license or covenant not to sue under, or otherwise has received or acquired any right (whether or not currently exercisable)

or interest in, any Company Registered IP (other than (i) any confidential information provided under confidentiality agreements and

(ii) any Company Registered IP nonexclusively licensed to suppliers or service providers for the sole purpose of enabling such supplier

or service providers to provide services for Company’s benefit).

(d)

Except as included in Section 5.19(d) of the Company Disclosure Letter, no facilities of a university, college, other educational

institution, or research center, or funding received by Company from any of the foregoing, have been used to develop Company Registered

IP in such a way as to affect Company’s rights in the Company Registered IP. No Person who was involved in, or who contributed

to, the creation or development of the Company Registered IP has performed services for a university, college, or other educational institution

or research center in a manner that would affect the Company’s rights in the Company Registered IP.

(e)

The Company and its Subsidiaries have taken all commercially reasonable measures to maintain the confidentiality of and protect the proprietary

nature of each item of Company Registered IP and otherwise protect and enforce its rights in all information that constitutes a Trade

Secret of the Company or its Subsidiaries, including requiring all Persons who have or have had access thereto to execute written nondisclosure

agreements or other binding obligations to maintain confidentiality of such information. To the Knowledge of the Company, no Person is

infringing, violating or misappropriating any of the Company Registered IP.

(f)

(i) To the Knowledge of the Company, the conduct of the businesses of the Company and its Subsidiaries, including the manufacture, marketing,

offering for sale, sale, importation, use or intended use or other disposal of any product as currently sold or under development by

the Company or its Subsidiaries, has not infringed, misappropriated or diluted, and does not infringe, misappropriate or dilute, any

Intellectual Property of any Person, (ii) neither the Company nor any of its Subsidiaries has received any written notice or claim asserting

or suggesting that any such infringement, misappropriation, or dilution is or may be occurring or has or may have occurred and (iii)

to the Knowledge of the Company, no Person (including any current or former employee, independent contractor, officer or director of

the Company or its Subsidiaries) is infringing, misappropriating, or diluting in any material respect any Company Registered IP.

(g)

(i) The Company and its Subsidiaries have taken commercially reasonable steps to protect the confidentiality and security of the computer

and information technology systems used by the Company and its Subsidiaries (the “IT Systems”) and the information

and transactions stored or contained therein or transmitted thereby, (ii) to the Knowledge of the Company, since January 1, 2024, there

has been no unauthorized or improper use, loss, access, transmittal, modification or corruption of any such information or data and (iii)

since January 1, 2024, there have been no material failures, crashes, viruses, or security breaches (including any unauthorized access

to any personally identifiable information), affecting the IT Systems.

(h)

(i) To the Knowledge of the Company, the Company and its Subsidiaries have at all times complied in all material respects with all Applicable

Laws relating to privacy, data protection, and the collection, retention, protection, and use of Personal Information (collectively,

“Privacy Laws”) collected, used, or held for use by the Company, (ii) since January 1, 2023 no claims have

been asserted or, to the Knowledge of the Company, threatened in writing against the Company alleging a violation of any Person’s

privacy or Personal Information, (iii) neither this Agreement nor the consummation of the transactions contemplated hereby will breach

or otherwise violate any applicable Privacy Laws and (iv) the Company and its Subsidiaries have taken commercially reasonable steps to

protect the Personal Information collected, used or held for use by the Company or its Subsidiaries against loss and unauthorized access,

use, modification, disclosure or other misuse.

(i)

The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby,

will not result in the loss of, or give rise to any right of any third party to terminate or modify any of the Company’s or any

of its Subsidiaries’ rights or obligations under any agreement under which the Company or any of its Subsidiaries grants to any

Person, or any Person grants to the Company or any of its Subsidiaries, a license or right under or with respect to any Intellectual

Property that is material to any of the businesses of the Company or any of its Subsidiaries.

(j)

The Company Owned constitutes all Intellectual Property necessary for Company to conduct its business as currently conducted.

(k)

No government funding, facilities or resources of a university, college, other educational institution or research center or funding

from third parties was used in the development of the Company Owned IP, to the Knowledge of the Company, exclusively licensed to the

Company, and no Governmental Entity, university, college, other educational institution or research center has, to the Knowledge of the

Company, any claim or right in or to any Company Owned IP.

Section

5.20 Takeover Statutes. As of the date hereof and at all times on or prior to the Effective Time, the Company Board has taken

all actions so that any restrictions applicable to business combinations are, and will be, inapplicable to the execution, delivery and

performance of this Agreement and the timely consummation of the Amalgamation and the other transactions contemplated hereby and will

not restrict, impair or delay the ability of the Parent or SubCo, after the Effective Time, to vote or otherwise exercise all rights

as a shareholder of the Company. No other “moratorium,” “fair price,” “business combination,”

“control share acquisition” or similar provision of any state anti-takeover Applicable Law (collectively, “Takeover

Laws”) or any similar anti-takeover provision in the Company Constating Documents is, or at the Effective Time will be,

applicable to this Agreement, the Amalgamation or any of the other transactions contemplated hereby.

Section

5.21 No Rights Plan. There is no shareholder rights plan, “poison pill” anti-takeover plan or other similar

device in effect to which the Company is a party or is otherwise bound.

Section

5.22 Related Party Transactions. Except as set forth in Section 5.22 of the Company Disclosure Letter, since January

1, 2023 through the date of this Agreement, there have been no transactions, agreements, arrangements or understandings between the Company

or its Subsidiaries, on the one hand, and the Affiliates of the Company or a Subsidiary of the Company, on the other hand, that would

be required to be disclosed under Item 404 of Regulation S-K under the Securities Act (assuming the Company or Subsidiary was subject

to the requirements of the Exchange Act).

Section

5.23 Certain Payments. Neither the Company, its Subsidiaries, nor, to the Knowledge of the Company, any of their respective

directors, executives, representatives, agents or employees (a) has used or is using any corporate funds for any illegal contributions,

gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is using any corporate funds for any

direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (c) has violated or is violating

any provision of the Foreign Corrupt Practices Act of 1977, (d) has established or maintained, or is maintaining, any unlawful fund of

corporate monies or other properties, or (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful

payment of any nature.

Section

5.24 Brokers. No broker, investment banker, financial advisor or other Person, other than as set forth on Section 5.24

of the Company Disclosure Letter, the fees and expenses of which will be paid by the Company or any Subsidiary, is entitled to any

broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated

by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates. The Company has furnished to

the Parent a true and complete copy of any Contract between the Company, or its Subsidiaries, and any Person identified on Section

5.24 of the Company Disclosure Letter pursuant to which such Person could be entitled to any payment from the Company relating to

the transactions contemplated hereby.

Section

5.25 No Other Representations or Warranties. Except for the representations and warranties contained in Article V, the Company

acknowledges and agrees that none of the Parent or SubCo makes any other express or implied representation or warranty whatsoever, and

specifically (but without limiting the generality of the foregoing) that none of the Parent, its Subsidiaries or any other Person on

behalf of the Parent or SubCo makes any representation or warranty with respect to any projections or forecasts delivered or made available

to the Company, its Subsidiaries or any of their respective Representatives of future revenues, results of operations (or any component

thereof), cash flows or financial condition (or any component thereof) of the Parent (including any such projections or forecasts made

available to the Company, its Subsidiaries, or any of their respective Representatives in certain “data rooms” or

management presentations in expectation of the transactions contemplated by this Agreement), and the Company has not relied on any such

information or any representation or warranty not set forth in Article VI.

Article

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND SUBCO

Except

as set forth in the corresponding section or subsection of the disclosure letter delivered by the Parent to the Company immediately prior

to the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that the disclosure of

any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure of such information

with respect to any other section or subsection of this Agreement to which the relevance of such information is readily apparent on its

face), each of the Parent and SubCo represents and warrants to the Company as follows:

Section

6.1 Organization, Standing and Power.

(a)

Each of the Parent and SubCo is a corporation duly organized, validly existing and in good standing under the Applicable Laws of the

jurisdiction of its incorporation. Each of the Parent and SubCo (i) has all requisite corporate or similar power and authority to own,

lease and operate its properties and to carry on its business as now being conducted and (ii) is duly qualified or licensed to do business

and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties

makes such qualification or licensing necessary, except in the case of clause (ii), where the failure to be so qualified or licensed

or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse

Effect.

(b)

The Parent has previously made available to the Company true and complete copies of the Certificate of Incorporation and Bylaws (or comparable

organizational documents) of each of the Parent and SubCo, and the Certificate of Incorporation and Bylaws (or comparable organizational

documents) of each other Subsidiary of the Parent, in each case, as amended to the date of this Agreement, and each as so delivered is

in full force and effect. None of the Parent, its Subsidiary or SubCo is in violation of any provision of its respective Certificate

of Incorporation or Bylaws or comparable organizational documents. Except with respect to the extent relating to the transactions contemplated

by this Agreement or in draft form and except as may be redacted to preserve a privilege (including attorney-client privilege), the Parent

has made available to the Company true and complete copies of the minutes of all meetings of the Parent’s stockholders, the Board

of Directors of the Parent (the “Parent Board”) and each committee of the Parent Board held since January 1,

2024.

Section

6.2 Capital Stock and Working Capital.

(a)

The authorized capital stock of the Parent consists of 1,010,000 shares of Parent Common Stock and 10,000,000 shares of Parent Preferred

Stock. As of the close of business on August 12, 2026, (i) 1,903,708 shares of Series A Parent Common Stock and 19,999 shares of Series

B Parent Common Stock (excluding treasury shares) were issued and outstanding, (ii) nil shares of Series A Parent Common Stock and nil

Series B Parent Common Stock were held by the Parent in its treasury, (iii) 2,678 shares of Parent Series A Convertible Preferred Stock

were issued and outstanding, (iv) no shares of Parent Preferred Stock were held by the Parent in its treasury, and (v) 2,262 shares of

Parent Common Stock were subject to outstanding options to purchase shares of Parent Common Stock under the Equity Incentive Plan, as

amended. Neither the Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the

right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of

the Parent or such Subsidiary on any matter. Except as set forth above in this Section 6.2(a), there are no outstanding (A) shares

of capital stock or other voting securities or equity interests of the Parent, (B) securities of the Parent or any of its Subsidiaries

convertible into or exchangeable or exercisable for shares of capital stock of the Parent or other voting securities or equity interests

of the Parent or its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests

in or rights to the ownership or earnings of the Parent or its Subsidiaries or other equity-equivalent or equity-based awards or rights,

(D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Parent or its Subsidiaries, or

obligations of the Parent or any of its Subsidiaries to issue, any shares of capital stock of the Parent or any of its Subsidiaries,

voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities

or equity interests of the Parent or its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations

of the Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or

sell, or cause to be issued, granted, delivered or sold, any such securities. Except as set forth in Section 6.2(a) of the Parent

Disclosure Letter, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Parent or

any of its Subsidiaries, is a party or of which the Parent has Knowledge with respect to the holding, voting, registration, redemption,

repurchase or disposition of, or that restrict the transfer of, any capital stock or other voting securities or equity interests of the

Parent.

(b)

The authorized capital stock of SubCo consists of an unlimited number shares of common stock of which 100 shares are issued and outstanding,

all of which shares are beneficially owned by the Parent.

(c)

The shares of Parent Convertible Preferred Stock to be issued pursuant to the Amalgamation will be duly authorized, validly issued, fully

paid and nonassessable and not subject to any preemptive rights.

(d)

To the Knowledge of the Parent as of the date of this Agreement and as of the Closing, no “bad actor” disqualifying

event described in Rule 506(d) (1)(i)-(viii) of the Securities Act (a “Disqualifying Event”) is applicable

to the Parent or, to the Parent’s Knowledge, any Covered Person, except for a Disqualifying Event as to which Rule 506(d)(2)(ii-iv)

or (d)(3) of the Securities Act is applicable. “Covered Person” means, with respect to the Parent as an “issuer”

for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).

(e)

As of the date of this Agreement, the Parent has not less than $5,128,000 (the “Working Capital”) in

unrestricted and unencumbered cash that is immediately available for use and such funds are not subject to any Liens, pledges, security

interest, setoffs, escrow arrangements, or other restrictions or obligations that would impar their availability or reduce the Company’s

ability to use the Working Capital. Except as otherwise disclosed in Section 6.2(e) of the Parent Disclosure Letter and for the

Allocated Capital, no portion of the Working Capital has been designated, reserved, committed, or otherwise allocated for any specific

purpose, liability, obligation, expenditure, or use.

Section

6.3 Subsidiaries. Section 6.3 of the Parent Disclosure Letter sets forth a true and complete list of each Subsidiary

of the Parent, including its jurisdiction of incorporation or formation. Each of the Parent’s Subsidiaries (i) is an entity duly

organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its organization, (ii) has all requisite

corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted

and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business

or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause

(iii), where the failure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and would

not reasonably be expected to have a Parent Material Adverse Effect. All outstanding shares of capital stock and other voting securities

or equity interests of each such Subsidiary are owned, directly or indirectly, by the Parent, free and clear of all Liens other than

Permitted Liens of the Parent and its Subsidiaries. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries,

the Parent does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other

equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under

any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit

enhancement or other investment in, or assume any liability or obligation of, any Person.

Section

6.4 Authority.

(a)

Each of the Parent and SubCo has all necessary corporate power and authority to execute, deliver and perform its obligations under this

Agreement and to consummate the Amalgamation and the other transactions contemplated hereby, including the issuance of the shares of

Parent Convertible Preferred Stock to the holders of Polymath Shares as the consideration for the acquisition of the securities of the

Company (the “Parent Capital Stock Issuance”). The execution, delivery and performance of this Agreement by

the Parent and SubCo and the consummation by the Parent and SubCo of the Amalgamation and the other transactions contemplated hereby

have been duly authorized by all necessary corporate action on the part of the Parent and SubCo and, except for approval by the Nasdaq,

no other corporate proceedings on the part of the Parent or SubCo are necessary to approve this Agreement or to consummate the Amalgamation

and the other transactions contemplated hereby, subject, in the case of the Conversion Proposal and the Charter Amendment Proposal, to

the approval by the holders of Parent Common Stock (the “Parent Stockholder Approval”). This Agreement has

been duly executed and delivered by the Parent and SubCo and, assuming the due authorization, execution and delivery by the Company,

constitutes a valid and binding obligation of each of the Parent and SubCo, enforceable against each of the Parent and SubCo in accordance

with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization

or similar Applicable Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(b)

The Parent Board, at a meeting duly called and held at which all directors of the Parent were present, duly adopted resolutions (i) determining

that the terms of this Agreement, the Amalgamation and the other transactions contemplated hereby are fair to and in the best interests

of the Parent and its stockholders, and (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby,

including the Amalgamation, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

(c)

The Parent Stockholder Approval is the only vote of the holders of any class or series of the Parent capital stock or other securities

required in connection with the consummation of the Amalgamation and the other transactions contemplated hereby, including the Parent

Capital Stock Issuance. Other than the Parent Stockholder Approval, no vote of the holders of any class or series of the Parent’s

capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be

consummated by the Parent.

Section

6.5 No Conflict; Consents and Approvals.

(a)

The execution, delivery and performance of this Agreement by each of the Parent and SubCo do not, and the consummation of the Amalgamation

and the other transactions contemplated hereby and compliance by each of the Parent and SubCo with the provisions hereof will not, conflict

with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a

right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under,

or result in the creation of any Lien in or upon any of the properties, assets or rights of the Parent or SubCo under, or give rise to

any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any

Person pursuant to, any provision of (i) the Certificate of Incorporation or Bylaws of the Parent or SubCo, (ii) any Contract to which

the Parent, any Subsidiary or SubCo is a party by which the Parent, any Subsidiary or SubCo or any of their respective properties or

assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 6.5(b), any Applicable

Law or any rule or regulation of Nasdaq applicable to the Parent or SubCo or by which the Parent, any Subsidiary, SubCo or any of their

respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate,

has not had and would not reasonably be expected to be material.

(b)

No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required

by or with respect to the Parent, any Subsidiary or SubCo in connection with the execution, delivery and performance of this Agreement

by the Parent or SubCo or the consummation by the Parent or SubCo of the Amalgamation and the other transactions contemplated hereby

or compliance with the provisions hereof, except for (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the

Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings

and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable

state or federal securities, takeover and “blue sky” laws, and (iii) the filing of the Articles of Amalgamation as

required by the CBCA.

(c)

The Parent Board and the board of directors of SubCo have taken and will take all actions necessary to ensure that the restrictions applicable

to business combinations contained in Section 78.411 to 78.444 of the Nevada Revised Statutes are, and will be, inapplicable to the execution,

delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement. No other state

takeover statute or similar Applicable Law applies or purports to apply to the Amalgamation, this Agreement or any of the other transactions

contemplated by this Agreement.

Section

6.6 SEC Reports; Financial Statements.

(a)

The Parent has filed with or furnished to the SEC on a timely basis true and complete copies of all forms, reports, schedules, statements

and other documents required to be filed with or furnished to the SEC by the Parent since January 1, 2024 (all such documents, together

with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent

SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this

Agreement, then on the date of such filing), the Parent SEC Documents complied in all material respects with the applicable requirements

of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as the

case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained

any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they were made, not misleading.

(b)

The financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the Parent SEC

Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared

in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis

during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with

applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (iv) fairly present in

all material respects the consolidated financial position of the Parent and its Subsidiaries as of the dates thereof and their respective

consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal

and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and

the applicable rules and regulations promulgated by the SEC. Since January 1, 2024, the Parent has not made any change in the accounting

practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or Applicable

Law. The books and records of the Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance

with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions.

(c)

Since January 1, 2024, (i) neither the Parent nor any of its Subsidiaries nor, to the Knowledge of the Parent, any director, officer,

employee, auditor, accountant or representative of the Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge

of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures,

methodologies or methods of the Parent or any of its Subsidiaries or their respective internal accounting controls, including any material

complaint, allegation, assertion or claim that the Parent or any of its Subsidiaries has engaged in questionable accounting or auditing

practices and (ii) no attorney representing the Parent or any of its Subsidiaries, whether or not employed by the Parent or any of its

Subsidiaries, has reported evidence of a material violation of any Applicable Laws, breach of fiduciary duty or similar violation by

the Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Parent Board or any

committee thereof or to any director or officer of the Parent or any of its Subsidiaries.

(d)

As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff

with respect to the Parent SEC Documents. To the Knowledge of the Parent, none of the Parent SEC Documents is subject to ongoing review

or outstanding SEC comment or investigation.

(e)

Neither the Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance

sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between

or among the Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance,

special-purpose or limited-purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as

defined in Item 303(a) of Regulation S K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to

avoid disclosure of any material transaction involving, or material liabilities of, the Parent or any of its Subsidiaries in the Parent’s

or such Subsidiary’s published financial statements or other Parent SEC Documents.

Section

6.7 No Undisclosed Liabilities. Neither the Parent nor any of its Subsidiaries has any liabilities or obligations of any nature,

whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due and whether or not required to be

recorded or reflected on a balance sheet under GAAP, except (a) to the extent accrued or reserved against in the audited consolidated

balance sheet of the Parent and its Subsidiaries as at December 31, 2025 included in the Report on Form 10-K/A filed by the Parent with

the SEC on April 30, 2026 (without giving effect to any amendment thereto filed on or after the date hereof) and (b) for liabilities

and obligations incurred in the Ordinary Course of Business consistent with past practice since December 31, 2025 that are not material

to the Parent and its Subsidiaries, taken as a whole.

Section

6.8 Absence of Certain Changes or Events. Since January 1, 2025, except in connection with the execution of this Agreement

and the consummation of the transactions contemplated hereby, (x) the Parent and its Subsidiaries have conducted their business only

in the Ordinary Course of Business consistent with past practice; (y) there has not been any change, event or development or prospective

change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material

Adverse Effect; and (z) neither the Parent nor any of its Subsidiaries have:

(a)

(i) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect of,

any of its capital stock or other equity interests, except for dividends by a wholly-owned Subsidiary of the Parent to its parent, (ii)

purchased, redeemed or otherwise acquired shares of capital stock or other equity interests of the Parent or its Subsidiary or any options,

warrants, or rights to acquire any such shares or other equity interests (except for acquisitions of Parent Common Stock in satisfaction

by holders of Parent Options of the applicable exercise price or in satisfaction by holders of a Parent equity award of withholding Taxes

applicable to such award), or (iii) split, combined, reclassified or otherwise amended the terms of any of its capital stock or other

equity interests or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares

of its capital stock or other equity interests (other than the issuance of shares of the Parent Common Stock upon the exercise of Parent

Options or Parent Warrants, or the settlement of other Parent equity awards, in each case, in accordance with their terms);

(b)

amended or otherwise changed, or authorized or proposed to amend or otherwise change, its certificate of incorporation or by-laws (or