Form 8-K

8-K — NextCure, Inc.

Accession: 0001104659-26-083326

Filed: 2026-07-14

Period: 2026-07-14

CIK: 0001661059

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Cost Associated with Exit or Disposal Activities

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2620428d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2620428d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2620428d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2620428d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2620428d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2620428d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2620428d1_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2620428d1_ex10-6.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620428d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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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):

July 14, 2026

NextCure, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38905

47-5231247

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9000 Virginia Manor Road, Suite

200

Beltsville, Maryland

20705

(Address of principal executive offices)

(Zip Code)

Registrant's telephone

number, including area code: (240) 399-4900

(Former

name or former address, if changed since last report.)

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:

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, $0.001 par value per share

NXTC

Nasdaq Global Select Market

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 ¨

If 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

Merger Agreement

On July 14, 2026, NextCure,

Inc., a Delaware corporation (“NextCure” or “Parent”), Neptune Merger Sub Corp., a Delaware corporation

and a wholly owned subsidiary of NextCure (“First Merger Sub”), Neptune Second Merger Sub, LLC, a Delaware limited

liability company and a wholly owned subsidiary of NextCure (“Second Merger Sub” and, together with First Merger Sub,

the “Merger Subs”), and Avere Therapeutics, Inc., a Delaware corporation (“Avere” or “Company”),

entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among

other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will

merge with and into Avere, with Avere continuing as a wholly owned subsidiary of NextCure and the surviving corporation of the merger

(the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as

the First Merger, Avere will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and a wholly

owned subsidiary of NextCure (the “Second Merger” and, together with the First Merger, the “Merger”).

The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a)

of the Internal Revenue Code of 1986, as amended.

Subject to the terms and conditions

of the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), (a) each then-outstanding

share of Avere capital stock, including Avere common stock and Avere preferred stock and any shares of Avere capital stock issued pursuant

to the Private Placement (as defined below), other than treasury shares and Dissenting Shares (as defined in the Merger Agreement), will

be converted into the right to receive a number of shares of NextCure common stock equal to an exchange ratio calculated in accordance

with the Merger Agreement (the “Exchange Ratio”); provided, that in the event the aggregate number of shares of NextCure

common stock issuable to any holder of Avere capital stock would result in such holder, together with its affiliates, beneficially owning

shares of NextCure common stock in excess of a specified percentage (not to exceed 19.99%) of the total outstanding shares of NextCure

common stock (after giving effect to the issuance of the merger consideration) designated by such holder (or, if no percentage is timely

designated, 9.99%) (such specified percentage, a “Beneficial Ownership Limitation”), then NextCure will issue to any

such holder (x) shares of NextCure common stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares

in excess of such holder’s Beneficial Ownership Limitation, pre-funded warrants (the “Pre-Funded Warrants”) to

purchase a number of shares of NextCure common stock upon exercise of such Pre-Funded Warrants equal to such excess shares, (b) each then-outstanding

option to purchase shares of Avere capital stock will be assumed by NextCure and converted into an option to purchase shares of NextCure

common stock, subject to adjustment as set forth in the Merger Agreement, (c) each then-outstanding restricted stock unit award for shares

of Avere capital stock will be assumed by NextCure and converted into a restricted stock unit award for shares of NextCure common stock,

subject to adjustment as set forth in the Merger Agreement and (d) each then-outstanding warrant to purchase shares of Avere capital stock,

including any pre-funded warrant issued by Avere pursuant to the Private Placement, will be assumed by NextCure and converted into a warrant

to purchase shares of NextCure common stock, subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger

Agreement, prior to the Closing Date (as defined in the Merger Agreement), the board of directors of NextCure (the “Board”)

will accelerate the vesting of all equity awards of NextCure then outstanding but not then vested or exercisable. Each option to acquire

shares of NextCure common stock with an exercise price per share greater than the volume-weighted average closing trading price of a share

of NextCure common stock on The Nasdaq Global Select Market (“Nasdaq”) for the five (5) consecutive trading days ending

three (3) trading days immediately prior to the date on which NextCure delivers its net cash calculation pursuant to the Merger Agreement

(which will be no later than five (5) business days before the date of the NextCure stockholder meeting) (the “Parent Closing

Price”) will be cancelled at the First Effective Time for no consideration in accordance with the terms of the Merger Agreement.

At the First Effective Time, each option to acquire shares of NextCure common stock with an exercise price less than or equal to the Parent

Closing Price will be cancelled and converted into the right to receive an amount in cash without interest, less applicable tax withholding,

equal to the product obtained by multiplying (i) the excess of the Parent Closing Price over the exercise price per share of the NextCure

common stock underlying such option by (ii) the number of shares of NextCure common stock underlying such option. Pursuant to the Exchange

Ratio formula, upon the closing of the Merger (and after giving effect to the financing transaction described below), on a pro forma basis

and based upon the number of shares of NextCure common stock expected to be issued in the Merger or issuable upon exercise of Pre-Funded

Warrants issued in lieu thereof, pre-Merger Avere stockholders will own approximately 98.11% of the combined company (including the holders

of the PIPE Securities) and pre-Merger NextCure stockholders will own approximately 1.89% of the combined company (assuming no adjustment

for Parent Net Cash (as defined in the Merger Agreement)). For purposes of calculating the Exchange Ratio, (i) shares of NextCure common

stock underlying options to purchase shares of NextCure common stock with an exercise price less than or equal to the Parent Closing Price

and other rights to receive shares of NextCure common stock (other than options to acquire shares of NextCure common stock with an exercise

price greater than the Parent Closing Price, which will be cancelled for no consideration in accordance with the Merger Agreement) outstanding

as of immediately prior to the closing of the Merger will be deemed to be outstanding (on a fully-diluted and as-converted to NextCure

common stock basis), (ii) shares of NextCure common stock underlying any Parent Warrants (as defined in the Merger Agreement) outstanding

as of immediately prior to the closing of the Merger will be deemed to be outstanding, and (iii) all shares of Avere capital stock underlying

outstanding Avere stock options, restricted stock units, warrants and other rights to receive shares of Avere capital stock will be deemed

to be outstanding (on a fully-diluted and as-converted to Avere common stock basis), except for certain stock options and other equity

awards granted to directors, employees, consultants and other service providers of Avere following the date of the Merger Agreement and

certain other exclusions set forth in the Merger Agreement. The Exchange Ratio will be adjusted to the extent that NextCure net cash at

closing is less than the Parent Target Cash Amount (as defined in the Merger Agreement) and will be based on the amount of proceeds actually

received by Avere in the financing transaction described below, as further described in the Merger Agreement.

In connection with the Merger,

NextCure will seek the approval of its stockholders to, among other things, (a) issue shares of NextCure common stock issuable in connection

with the Merger and the financing described below under the rules of Nasdaq and (b) amend its certificate of incorporation to (i) effect

a reverse stock split of NextCure common stock (to the extent applicable and necessary), (ii) increase the number of shares of NextCure

common stock that NextCure is authorized to issue, (iii) redomicile NextCure from Delaware to such jurisdiction as may be designated by

Avere, and (iv) make such other changes as are mutually agreeable to NextCure and Avere (the “NextCure Voting Proposals”).

In addition, the Merger Agreement provides that the Certificate of Amendment to NextCure’s certificate of incorporation to be filed

in connection with the closing of the Merger will change the name of NextCure to “Avere Therapeutics, Inc.” In connection

with these matters, NextCure intends to file with the Securities and Exchange Commission (the “SEC”) a registration

statement on Form S-4 (the “Form S-4”), which will include a proxy statement and other relevant materials relating

to a meeting of NextCure stockholders to be held in connection with the NextCure Voting Proposals.

Each of NextCure and Avere

has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating

to (1) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (2) nonsolicitation of alternative

acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement

and the closing of the Merger, (4) NextCure using commercially reasonable efforts to maintain the existing listing of the NextCure common

stock on Nasdaq and to cause the shares of NextCure common stock to be issued in connection with the Merger to be approved for listing

on Nasdaq prior to the closing of the Merger, and (5) NextCure filing with the SEC the Form S-4.

Consummation of the Merger

is subject to certain closing conditions, including, among other things, (1) approval by the requisite NextCure stockholders of the NextCure

Voting Proposals, (2) approval by the requisite Avere stockholders of the adoption and approval of the Merger Agreement and the transactions

contemplated thereby, (3) Nasdaq’s approval of the listing application to be submitted in connection with the Merger, (4) NextCure’s

Form S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and not

being subject to any stop order or proceeding seeking a stop order, (5) the expiration or termination of any applicable waiting periods

(or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (6) the securities purchase agreement

(described below) being in full force and effect and proceeds of not less than $150,000,000 (including any notes contributed as consideration

in the financing transaction described below) having been received by Avere or to be received by Avere substantially concurrently with

the closing of the Merger. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions,

including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard,

and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed

on or prior to the date of the closing of the Merger.

The Merger Agreement contains

certain termination rights of each of NextCure and Avere. Upon termination of the Merger Agreement under specified circumstances, NextCure

may be required to pay Avere a termination fee of $330,000 and Avere may be required to pay NextCure a termination fee of $2,000,000,

plus reimbursement of certain NextCure transaction expenses in an amount not to exceed $750,000.

The transaction has been approved

by the boards of directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions,

including, among other things, approval by the stockholders of NextCure and the stockholders of Avere and the satisfaction of customary

closing conditions.

At the effective time of the

Merger, the Board is expected to consist of four members, all of whom will be designated by Avere. Upon the closing of the transaction,

the combined company will be led by Avere’s president and chief executive officer.

Financing Transaction

Concurrently with the execution

and delivery of the Merger Agreement, certain institutional and accredited investors have entered into a securities purchase agreement

(the “Purchase Agreement”) with Avere, pursuant to which they have agreed, subject to the terms and conditions of the

Purchase Agreement, to purchase (including by contribution of Company Notes (as defined in the Merger Agreement)) immediately prior to

the First Effective Time, shares of Avere capital stock and pre-funded warrants to purchase shares of Avere capital stock (together, the

“PIPE Securities”) for an aggregate purchase price of approximately $320 million in a private placement (the “Private

Placement”). The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in

the Merger Agreement (in addition to other customary closing conditions) and is expected to occur immediately prior to the First Effective

Time.

The Purchase Agreement contains

customary representations and warranties of Avere, on the one hand, and the investors, on the other hand, and customary indemnification

provisions. The Private Placement is also subject to approval of Avere’s stockholders, which is expected to be received at the same

time as the approval of the Merger.

Pursuant to the terms of the

Purchase Agreement, at the closing of the Private Placement, Avere will enter into a Registration Rights Agreement (the “Registration

Rights Agreement”) with the purchasers of the PIPE Securities, which will provide for the registration and resale of the NextCure

common stock issuable in exchange for the PIPE Securities upon closing of the Merger and the shares of NextCure common stock issuable

upon exercise of the pre-funded warrants following the Merger, in accordance with the terms of the Registration Rights Agreement.

Shares of Avere capital stock

and pre-funded warrants issued pursuant to this financing transaction will be converted into shares of NextCure common stock and pre-funded

warrants to acquire shares of NextCure common stock, in accordance with the Exchange Ratio and the Merger Agreement.

Contingent Value Rights Agreement

At or prior to the First Effective

Time, NextCure will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights

Agent”), pursuant to which NextCure’s pre-Merger stockholders will receive one contingent value right (each, a “CVR”)

for each outstanding share of NextCure common stock and NextCure preferred stock held by such stockholder as of the applicable record

date, including shares of NextCure common stock issued in respect of restricted stock awards of NextCure accelerated in connection with

the Merger. Each CVR will represent the contractual right to receive 90% of the gross proceeds, if any, derived from any consideration

that is paid to NextCure during the CVR Term (as defined in the CVR Agreement) during a specified period as a result of the license, sale,

assignment, transfer or other disposition of certain of NextCure’s pre-Merger legacy assets identified in the CVR Agreement, less

permitted deductions set forth in the CVR Agreement.

The contingent payments under

the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs.

In the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There

can be no assurance that any holders of CVRs will receive any payments with respect thereto.

The right to the contingent

payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances

specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with

the SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in NextCure or any

of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.

Support Agreements and Lock-Up Agreements

Concurrently with the execution

of the Merger Agreement, (i) certain stockholders of Avere (solely in their respective capacities as Avere stockholders) holding approximately

40% of the outstanding shares of Avere capital stock have entered into support agreements with NextCure and Avere to vote all of their

shares of Avere capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby

and against any alternative acquisition proposals (the “Avere Support Agreements”) and (ii) certain directors and officers

of NextCure holding approximately 12% of the outstanding shares of NextCure common stock have entered into support agreements with NextCure

and Avere to vote all of their shares of NextCure common stock in favor of the NextCure Voting Proposals and against any alternative acquisition

proposals (the “NextCure Support Agreements” and, together with the Avere Support Agreements, the “Support

Agreements”).

Concurrently with the execution

of the Merger Agreement, certain executive officers, directors and stockholders of Avere have entered into lock-up agreements (the “Lock-Up

Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer their shares of NextCure common

stock for the 180-day period following the Closing Date.

The preceding summaries of the Merger Agreement, the Support Agreements,

the CVR Agreement, the Purchase Agreement and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety

by reference to the Merger Agreement, the form of Avere Support Agreement, the form of NextCure Support Agreement, the form of Purchase

Agreement, the form of Registration Rights Agreement, the form of Lock-Up Agreement and the form of CVR Agreement, which are filed as

Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report

on Form 8-K and which are incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report

on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual

information about Avere or NextCure or to modify or supplement any factual disclosures about NextCure in its public reports filed with

the SEC. The Merger Agreement includes representations, warranties and covenants of Avere, NextCure and each Merger Sub made solely for

the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger

Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof

as characterizations of the actual state of facts or conditions of Avere, NextCure or any of their respective affiliates. Moreover, certain

of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard

of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the

parties to the Merger Agreement, rather than establishing matters of fact.

Item 2.05 Costs Associated with Exit or Disposal Activities

The Board of Directors of

NextCure approved a restructuring and workforce reduction plan (the “Plan”) intended to better align NextCure’s

workforce and operations with the anticipated needs of its business pending the closing of the Merger. The Plan is expected to begin in

July 2026 and result in a reduction in force affecting a substantial majority of NextCure’s workforce during the quarter ending

September 30, 2026, in conjunction with the planned transition under the terms of the Merger Agreement.

In connection with the implementation

of the Plan, NextCure expects to incur one-time charges and cash expenditures of approximately $1.9 million during the quarter ending

September 30, 2026, primarily related to employee wages and severance payments, healthcare continuation and related termination costs.

NextCure expects to incur these charges primarily during the third quarter of 2026 and payment of these charges is expected to be completed

by the fourth quarter of 2026.

The actual timing and amount

of these charges may differ from NextCure’s current estimates due to a variety of factors, including the finalization of severance

terms, jurisdiction-specific legal requirements, and the pace of transition activities. NextCure may also incur additional non-material

charges in future periods related to the Plan.

Item 5.01 Changes in Control of Registrant

To the extent required by

this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

To the extent required by

this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 14, 2026, NextCure

and Avere issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced

in the press release is not incorporated herein by reference.

The information in this Item

7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor

shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth

by specific reference in such filing.

Item 8.01 Other Events

SIM0505 Clinical Program Update

On July 14, 2026, NextCure

announced that it no longer intends to expand the clinical site footprint for SIM0505 into Europe and Canada. SIM0505 is a novel antibody

drug conjugate (“ADC”) directed to cadherin-6 (or CDH6) and featuring a proprietary topoisomerase 1 inhibitor payload,

which NextCure licensed from Simcere Zaiming Pharmaceutical Co., Ltd. (“Simcere Zaiming”). NextCure holds exclusive

global rights to develop, manufacture and commercialize SIM0505, excluding China, Hong Kong, Macau and Taiwan, which are retained by Simcere

Zaiming. SIM0505 is being evaluated in an open-label Phase 1 study, with patients being enrolled by Simcere Zaiming at sites in China,

for the potential treatment of advanced solid tumors, including ovarian cancer, with an emphasis on platinum-resistant ovarian cancer.

NextCure has informed all

U.S. clinical trial sites to stop screening, consenting, enrolling, and delivering first doses to new patients in the SIM0505 study. NextCure

is working with clinical trial sites and principal investigators to develop and implement plans to cease treatment of patients currently

on study and to transition such patients, as appropriate, to alternative therapies in accordance with applicable requirements. This program-specific

decision is not based on any negative safety or efficacy finding or any dispute with Simcere Zaiming. Any strategic alternatives with

respect to SIM0505 would be pursued in accordance with the terms of the parties’ existing license agreement.

NextCure expects to seek opportunities

to partner, license or otherwise monetize its rights to SIM0505, including in connection with the contingent value right arrangement described

above, although there can be no assurance that any such transaction will be entered into or consummated or that any proceeds will become

payable to holders of the contingent value rights.

As previously disclosed, NextCure

and Simcere Zaiming presented positive Phase 1 dose escalation data for SIM0505 in patients with gynecologic cancers at ASCO 2026, and

NextCure continues to believe in the potential of SIM0505 based on the clinical activity and safety profile observed to date.

LNCB74 Collaboration Update

In November 2022, NextCure

entered into a Research and Collaboration and Co-Development Agreement (the “LigaChem Agreement”) with LigaChem Biosciences,

Inc. (“LigaChem”), which established a collaboration wherein the parties equally share the costs of co-developing ADC

molecules and profits on commercialized products arising from such co-development. Under the collaboration, the parties jointly developed

LNCB74, the only product co-developed under the LigaChem Agreement. LNCB74 is a novel ADC directed to B7-H4 featuring a glucuronidase-cleavable,

site-specific linker with MMAE payload designed for improved selective release of payload in tumor cells, and reduced payload release

in non-tumor cells. LNCB74 is being evaluated in an open-label Phase 1 study for the potential treatment of advanced solid tumors, including

breast, ovarian, and endometrial cancers. On July 14, 2026, NextCure announced that it has informed LigaChem that NextCure has opted-out

of continued cost-sharing for LNCB74. NextCure’s specific decision with respect to LNCB74 is not based on any negative safety or

efficacy finding or any dispute with LigaChem.

NextCure and LigaChem are

in active discussions regarding potential continuation of the LNCB74 Phase 1 trial for an interim period at LigaChem’s cost and

regarding whether LigaChem desires to continue the trial for and further development of LNCB74 as a Sole Developing Party (as defined

by the LigaChem Agreement).

Forward-Looking Statements

This Current Report on Form

8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the

Exchange Act and Section 27A of the Securities Act) concerning NextCure, Avere, the proposed transactions and other matters. These forward-looking

statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined

company’s listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined

company; expectations regarding the financing transaction and the closing thereof; the expected executive officers and directors of the

combined company; the future operations of the combined company; the nature, strategy and focus of the combined company; the development

and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical

drug development activities and related timelines, including the expected timing for data and other clinical results; and any statements

contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify

forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”,

“continue”, “could”, “should”, “due”, “estimate”, “expect”, “intend”,

“hope”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”,

“seek”, “target”, “towards”, “forward”, “later”, “will”, “would”,

and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or similar

language. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential

effects. There can be no assurance that future developments affecting NextCure, Avere or the proposed transaction will be those that have

been anticipated.

Forward-looking statements

involve substantial risks and uncertainties that could cause actual results to differ materially from those projected in any forward-looking

statement. These risks and uncertainties include, but are not limited to, risks associated with the possible failure to satisfy the conditions

to the closing or consummation of the Merger, including NextCure’s failure to obtain stockholder approval for the Merger, risks

associated with the potential failure to complete the financing transaction in a timely manner or at all, risks associated with the uncertainty

as to the timing of the consummation of the Merger and the ability of each of NextCure and Avere to consummate the transactions contemplated

by the Merger, risks associated with NextCure’s continued listing on Nasdaq until closing of the Merger, the failure or delay in

obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Merger; the occurrence of

any event, change or other circumstance or condition that could give rise to the termination of the Merger prior to the closing or consummation

of the Merger, risks associated with the possible failure to realize certain anticipated benefits of the Merger, including with respect

to future financial and operating results; the effect of the completion of the Merger on the combined company’s business relationships,

operating results and business generally; risks associated with the combined company’s ability to manage expenses and unanticipated

spending and costs that could reduce the combined company’s cash resources; risks related to the combined company’s ability

to correctly estimate its operating expenses and other events; changes in capital resource requirements; risks related to the inability

of the combined company to obtain sufficient additional capital to continue to advance its product candidates or its preclinical programs;

the outcome of any legal proceedings that may be instituted against the combined company or any of its directors or officers related to

the Merger Agreement or the transactions contemplated thereby; the ability of the combined company to obtain, maintain and protect its

intellectual property rights, in particular those related to its product candidates; the combined company’s ability to advance the

development of its product candidates or preclinical activities under the timelines it anticipates in planned and future clinical trials;

the combined company’s ability to replicate in later clinical trials positive results found in preclinical studies and early-stage

clinical trials of its product candidates; the combined company’s ability to realize the anticipated benefits of its research and

development programs, strategic partnerships, licensing programs or other collaborations; regulatory requirements or developments and

the combined company’s ability to obtain necessary approvals from the U.S. Food and Drug Administration or other regulatory authorities;

changes to clinical trial designs and regulatory pathways; competitive responses to the Merger and changes in expected or existing competition;

unexpected costs, charges or expenses resulting from the Merger; potential adverse reactions or changes to business relationships resulting

from the completion of the Merger; legislative, regulatory, political and economic developments; changes in international relations, tariffs,

and other trade regulations between the U.S. and China; and the impact of current and future laws and regulations. More detailed information

on these and additional factors that could affect NextCure’s actual results is described under the heading “Risk Factors”

in NextCure’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and in NextCure’s other filings with the

Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. Forward-looking statements

speak only as of the date of this Current Report on Form 8-K, and NextCure assumes no obligation to update any forward-looking statements,

even if expectations change.

No Offer or Solicitation

This Current Report on Form

8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval

with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe

for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be

made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions

to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly,

in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by

any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign

commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE

SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS

FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.

Important Additional Information About the

Proposed Transaction Will be Filed with the SEC

This Current Report on Form

8-K and the exhibits filed or furnished herewith are not substitutes for any other document that NextCure may file with the SEC in connection

with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy

statement and prospectus. In connection with the proposed transaction between NextCure and Avere, NextCure intends to file relevant materials

with the SEC, including the Form S-4. NEXTCURE URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY

STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR

SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT NEXTCURE, AVERE, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free

copies of the Form S-4 and other documents filed by NextCure with the SEC (when they become available) through the website maintained

by the SEC at www.sec.gov. In addition, investors and stockholders should note that NextCure communicates with investors and the

public using its website (https://www.nextcure.com) and the investor relations website (https://ir.nextcure.com/) where

anyone will be able to obtain free copies of the Registration Statement and included proxy statement/prospectus and other documents filed

by NextCure with the SEC and stockholders are urged to read the Registration Statement and included proxy statement/prospectus and the

other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

Participants in the Solicitation

NextCure, Avere and their

respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection

with the proposed transaction. Information about NextCure’s directors and executive officers, including a description of their interests

in NextCure, is included in NextCure’s most recent definitive proxy statement, as filed with the SEC on April 24, 2026. Additional

information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus

relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated

above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger and Reorganization, dated as of July 14, 2026, by and among NextCure, Inc., Neptune Merger Sub Corp., Neptune Second Merger Sub, LLC and Avere Therapeutics, Inc.

10.1

Form of Avere Support Agreement

10.2

Form of NextCure Support Agreement

10.3

Form of Avere Securities Purchase Agreement

10.4

Form of Registration Rights Agreement

10.5

Form of Lock-Up Agreement

10.6

Form of CVR Agreement

99.1

Press Release, issued on July 14, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURE

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.

Dated: July 14, 2026

NEXTCURE, INC.

By:

/s/ Steven P. Cobourn

Name:

Steven P. Cobourn

Title:

Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2620428d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

among:

Avere

Therapeutics, Inc.;

NEPTUNE MERGER SUB CORP.;

NEPTUNE SECOND MERGER SUB, LLC; and

NextCure, Inc.

Dated as of July 14, 2026

TABLE OF CONTENTS

Page

Section 1. Definitions and Interpretative

Provisions

1.1

Definitions

1.2

Other Definitional and Interpretative Provisions

Section 2. Description of Transaction

2.1

The Merger

2.2

Effects of the Merger

2.3

Closing; First Effective Time; Second Effective Time

2.4

Organizational Documents; Directors and Officers

2.5

Conversion of Company, First Merger Sub and Second

Merger Sub Equity Securities

2.6

Closing of the Company’s Transfer Books

2.7

Surrender of Company Capital Stock

2.8

Calculation of Parent Net Cash and Company Valuation

2.9

Contingent Value Right

2.10

Further Action

2.11

Intended Tax Treatment

2.12

Withholding

2.13

Appraisal Rights

Section 3. Representations and Warranties

of the Company

3.1

Due Organization; Subsidiaries

3.2

Organizational Documents

3.3

Authority; Binding Nature of Agreement

3.4

Vote Required

3.5

Non-Contravention; Consents

3.6

Capitalization

3.7

Financial Statements

3.8

Absence of Changes

3.9

Absence of Undisclosed Liabilities

3.10

Title to Assets

3.11

Real Property; Leasehold

3.12

Intellectual Property

3.13

Agreements, Contracts and Commitments

3.14

Compliance; Permits; Restrictions

3.15

Legal Proceedings; Orders

3.16

Tax Matters

A-2

3.17

Employee and Labor Matters; Benefit

Plans

3.18

Environmental Matters

3.19

Insurance

3.20

No Financial Advisors

3.21

Transactions with Affiliates

3.22

Privacy and Data Security

3.23

Trade Control Laws

3.24

Ownership of Parent Capital Stock

3.25

No Other Representations or Warranties

Section 4. Representations and Warranties

of Parent, First Merger Sub and Second Merger Sub

4.1

Due Organization; Subsidiaries

4.2

Organizational Documents

4.3

Authority; Binding Nature of Agreement

4.4

Vote Required

4.5

Non-Contravention; Consents

4.6

Capitalization

4.7

SEC Filings; Financial Statements

4.8

Absence of Changes

4.9

Absence of Undisclosed Liabilities

4.10

Title to Assets

4.11

Real Property; Leasehold

4.12

Intellectual Property

4.13

Agreements, Contracts and Commitments

4.14

Compliance; Permits; Restrictions

4.15

Legal Proceedings; Orders

4.16

Tax Matters

4.17

Employee and Labor Matters; Benefit Plans

4.18

Environmental Matters

4.19

Insurance

4.20

Transactions with Affiliates

4.21

No Financial Advisors

4.22

Valid Issuance

4.23

Privacy and Data Security

4.24

Trade Control Laws

4.25

Certain Payments

4.26

Merger Subs

A-3

4.27

No Other Representations or Warranties

Section 5. Certain Covenants of the

Parties

5.1

Operation of Parent’s Business

5.2

Operation of the Company’s Business

5.3

Access and Investigation

5.4

No Solicitation

5.5

Notification of Certain Matters

Section 6. Additional Agreements

of the Parties

6.1

Registration Statement, Proxy Statement

6.2

Company Stockholder Written Consent

6.3

Parent Stockholder Meeting

6.4

Efforts; Regulatory Approvals

6.5

Company Options; Company RSUs; Company Warrants

6.6

Employee Benefits

6.7

Indemnification of Officers and Directors

6.8

Disclosure

6.9

Listing

6.10

Tax Matters

6.11

Legends

6.12

Officers and Directors

6.13

Termination of Certain Agreements and Rights

6.14

Section 16 Matters

6.15

Allocation Information

6.16

Parent SEC Documents

6.17

Obligations of Merger Subs

6.18

Parent Pre-Closing Dividend

6.19

Parent Warrants

6.20

Company Pre-Closing Financing

6.21

Termination of Certain Agreements; Wind-Down Activities

Section 7. Conditions Precedent to

Obligations of Each Party

7.1

Regulatory Approvals

7.2

No Restraints

7.3

Stockholder Approval

7.4

Listing

7.5

Effectiveness of Registration Statement

A-4

Section 8. Additional Conditions

Precedent to Obligations of Parent and Merger Subs

8.1

Accuracy of Representations

8.2

Performance of Covenants

8.3

Documents

8.4

No Company Material Adverse Effect

8.5

Company Stockholder Written Consent

8.6

Company Pre-Closing Financing

Section 9. Additional Conditions

Precedent to Obligation of the Company

9.1

Accuracy of Representations

9.2

Performance of Covenants

9.3

Documents

9.4

No Parent Material Adverse Effect

9.5

Parent Pre-Closing Dividend

9.6

Parent Charter Amendment

9.7

Termination of Agreements

Section 10. Termination

10.1

Termination

10.2

Effect of Termination

10.3

Expenses; Termination Fees

Section 11. Miscellaneous Provisions

11.1

Non-Survival of Representations and Warranties

11.2

Amendment

11.3

Waiver

11.4

Entire Agreement; Counterparts; Exchanges by Electronic

Transmission

11.5

Applicable Law; Jurisdiction; WAIVER OF RIGHT TO TRIAL

BY JURY

11.6

Assignability

11.7

Notices

11.8

Cooperation

11.9

Severability

11.10

Other Remedies; Specific Performance

11.11

No Third-Party Beneficiaries

Exhibits:

Exhibit A-1

Form of Parent Stockholder Support Agreement

Exhibit A-2

Form of Company Stockholder Support Agreement

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Subscription Agreement

Exhibit D-1

First Certificate of Merger, including certificate of incorporation

of the First Step Surviving Corporation attached as Exhibit A thereto, incorporated by reference into this Agreement

Exhibit D-2

Second Certificate of Merger, incorporated by reference into

this Agreement

Exhibit E

Form of CVR Agreement

Exhibit F

Form of Pre-Funded Warrant

A-5

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This

Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of July 14,

2026, by and among NextCure, Inc., a Delaware corporation (“Parent”),

Neptune Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of

Parent (“First Merger Sub”), Neptune Second Merger Sub, LLC,

a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with

First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and Avere

Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this

Agreement are defined in Section 1.

Recitals

A.           Parent

and the Company intend to effect a merger of First Merger Sub with and into the Company (the “First Merger”) in accordance

with this Agreement and the DGCL. Upon consummation of the First Merger, First Merger Sub will cease to exist and the Company will become

a wholly owned subsidiary of Parent.

B.            Immediately

following the First Merger and as part of the same overall transaction as the First Merger, the Company will merge with and into Second

Merger Sub (the “Second Merger” and, together with the First Merger, the “Merger”), with Second

Merger Sub being the surviving entity of the Second Merger.

C.            The

Parties intend that, (i) the First Merger and the Second Merger, taken together, will constitute an integrated transaction described

in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of

the Code, and (ii) this Agreement will constitute, and is hereby adopted as, a plan of reorganization within the meaning of Treasury

Regulations Sections 1.368-2(g) and 1.368-3(a).

D.            The

Parent Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and

its stockholders, (ii) adopted, approved and declared advisable this Agreement and the Contemplated Transactions, including the

issuance of shares of Parent Capital Stock to the stockholders of the Company pursuant to the terms of this Agreement, and (iii) determined

to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve

this Agreement and thereby approve the Parent Stockholder Matters, including the Contemplated Transactions, and against any competing

proposals.

E.            The

First Merger Sub Board has (i) determined that the Contemplated Transactions are fair to, advisable, and in the best interests

of First Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the Contemplated Transactions,

and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder

of First Merger Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions, and against any competing proposals.

F.            The

sole member of the Second Merger Sub has (i) determined that the Contemplated Transactions are fair to, advisable, and in the best

interests of Second Merger Sub and its sole member, (ii) approved and declared advisable this Agreement and the Contemplated Transactions,

and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole member

of Second Merger Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions, and against any competing proposals.

G.            The

Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company

and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, and (iii) determined

to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to

adopt this Agreement and thereby approve the Contemplated Transactions.

H.            Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into

this Agreement, each of the officers and directors set forth on Section ‎A of the Parent Disclosure Letter (solely in

their capacity as stockholders of Parent) are executing support agreements in favor of the Company in substantially the form attached

hereto as Exhibit A-1 (the “Parent Stockholder Support Agreement”), pursuant to which such Persons have,

subject to the terms and conditions set forth therein, agreed to vote all of their shares of Parent Capital Stock in favor of the approval

of this Agreement and thereby approve the Contemplated Transactions, and, if deemed necessary by Parent, an amendment to Parent’s

certificate of incorporation and bylaws to effect the Contemplated Transactions, and against any competing proposals.

I.             Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to Parent’s willingness to enter into this

Agreement, each of the officers, directors and stockholders of the Company listed on Section A of the Company Disclosure

Letter (solely in their capacity as stockholders of the Company), collectively representing the Required Company Stockholder Vote, are

executing support agreements in favor of Parent in substantially the form attached hereto as Exhibit A-2 (the “Company

Stockholder Support Agreement”), pursuant to which such Persons have, subject to the terms and conditions set forth therein,

agreed to vote all of their shares of Company Capital Stock in favor of the adoption of this Agreement and thereby approve the Contemplated

Transactions, and against any competing proposals.

J.             Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to Parent’s and the Company’s willingness

to enter into this Agreement, the stockholders, officers and directors of the Company listed on Section B of the Company

Disclosure Letter are executing lock-up agreements in substantially the form attached hereto as Exhibit B (the “Lock-Up

Agreement,” and collectively, the “Lock-Up Agreements”).

K.            It

is expected that, within two (2) Business Days following the date the Registration Statement is declared effective under the Securities

Act, the holders of shares of Company Capital Stock sufficient to adopt and approve this Agreement and the Merger as required under the

DGCL and the Company’s certificate of incorporation and bylaws will execute and deliver an action by written consent adopting this

Agreement, in form and substance reasonably acceptable to Parent, in order to obtain the Required Company Stockholder Vote.

L.            Concurrently

with the execution and delivery of this Agreement, certain investors have executed a Securities Purchase Agreement in the form attached

hereto as Exhibit C among the Company and the Persons named therein (including as may be amended, restated and/or superseded

from time to time, collectively, the “Subscription Agreement”), pursuant to which such Persons have agreed to purchase

(including by contribution of Company Notes and any associated interest, premiums and fees thereon), in the amounts set forth therein,

shares of Company Common Stock and pre-funded warrants to purchase Company Common Stock immediately prior to the First Effective Time

(the “Company Pre-Closing Financing”).

Agreement

The Parties, intending to

be legally bound, agree as follows:

Section 1. Definitions

and Interpretative Provisions.

1.1            Definitions.

(a)            For

purposes of this Agreement (including this Section 1):

“Acceptable Confidentiality

Agreement” means a confidentiality agreement containing terms not materially less restrictive in the aggregate to the counterparty

thereto than the terms of the Confidentiality Agreement, except such confidentiality agreement need not contain any standstill, non-solicitation

or no hire provisions. Notwithstanding the foregoing, a Person who has previously entered into a confidentiality agreement with Parent

relating to a potential Acquisition Proposal on terms that are not materially less restrictive than the Confidentiality Agreement with

respect to the scope of coverage and restrictions on disclosure and use shall not be required to enter into a new or revised confidentiality

agreement, and such existing confidentiality agreement shall be deemed to be an Acceptable Confidentiality Agreement.

“Accrued Pre-Closing

Tax Amount” means any accrued and unpaid Taxes of Parent and its Subsidiaries for Tax periods (or portions thereof) ending

on or before the Closing Date either (a) for which the applicable Tax Returns have not been filed as of the Closing Date or (b) that

have been shown as due but not paid on Tax Returns that have been filed as of the Closing Date, in each case, (1) determined on

a jurisdiction-by-jurisdiction basis, which amount may not be less than zero with respect to any Tax in any jurisdiction or period, (2) computed

without taking into account any refunds or overpayments (or credits in lieu thereof), (3) computed taking into account estimated

payments, Tax attribute carryovers and carryforwards solely to the extent that such payments, carryovers, or carryforwards are available

to reduce Taxes or taxable income, as applicable, for such period at a “more likely than not” or higher level of comfort,

(4) determined in accordance with the past accounting methods and practices of Parent and its Subsidiaries, except to the extent

that any such method or practice is not supportable at a “more likely than not” or higher level of comfort, (5) determined

by excluding any Tax credits transferred pursuant to Section 6418 of the Code (or any corresponding, similar or analogous provision

of state, local or non-U.S. Law), and (6) with respect to any period that includes but does not end on the Closing Date, the amount

allocated to the portion of such period ending on or before the Closing Date shall be: (i) in the case of Taxes that are based

upon or related to income, sales, proceeds, profits, receipts, wages, compensation, or similar items and all other Taxes that are not

imposed on a periodic basis, be deemed equal to the amount of such Taxes which would be payable if the taxable period of Parent and its

Subsidiaries ended as of the close of business on the Closing Date based on an interim closing of the books (except that exemptions,

allowances, and deductions that are otherwise calculated on an annual basis (including depreciation and amortization deductions, other

than with respect to property placed in service after the Closing) shall be apportioned on a daily basis); and (ii) in the case

of Taxes not described in clause (i), imposed on a periodic basis, be deemed equal to the amount of such Taxes for the entire period

(or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied

by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which

is the number of calendar days in the entire period.

“Acquisition Inquiry”

means, with respect to a Party, an inquiry, indication of interest or request for non-public information (other than an inquiry, indication

of interest or request for information made or submitted by the Company, on the one hand, or Parent, on the other hand, to the other

Party) that could reasonably be expected to lead to an Acquisition Proposal.

“Acquisition Proposal”

means, with respect to a Party, any offer or proposal, whether written or oral (other than an offer or proposal made or submitted by

or on behalf of the Company or any of its Affiliates, on the one hand, or by or on behalf of Parent or any of its Affiliates, on the

other hand, to the other Party) contemplating or otherwise relating to any Acquisition Transaction with such Party.

“Acquisition Transaction”

means any transaction or series of related transactions (other than any Parent Legacy Transaction, the issuance of any Company Notes

or the Company Pre-Closing Financing) involving:

(a)            any

merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization,

recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a Person or “group” (as defined

in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership

of securities representing more than 20% of the outstanding securities of any class of voting securities of a Party or any of its Subsidiaries

or (ii) in which a Party or any of its Subsidiaries issues securities representing more than 20% of the outstanding securities

of any class of voting securities of such Party or any of its Subsidiaries, or issues securities convertible into more than 20% of the

outstanding securities of any class of voting securities of such Party or any of its Subsidiaries; or

(b)            any

sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account

for 20% or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as a whole.

“Affiliate”

shall have the meaning given to such term in Rule 145 under the Securities Act.

“Affordable Care

Act” means the Patient Protection and Affordable Care Act.

“Anticipated Closing

Date” means the anticipated Closing Date, as agreed upon by Parent and the Company.

“Business Day”

means any day other than (a) Saturday or Sunday; or (b) a day on which banks in the State of New York are authorized or obligated

to be closed.

“COBRA”

means the Consolidated Omnibus Budget Reconciliation Act of 1985, as set forth in Section 4980B of the Code and Section 6

of Title I of ERISA.

“Code”

means the United States Internal Revenue Code of 1986, as amended.

“Company Associate”

means any current employee, individual independent contractor, officer or director of the Company.

“Company Board”

means the board of directors of the Company.

“Company Capital

Stock” means the Company Common Stock and the Company Preferred Stock.

“Company Capitalization

Representations” means the representations and warranties of the Company set forth in Sections 3.6(a) and 3.6(d).

“Company Common

Stock” means the common stock, $0.0001 par value per share, of the Company.

“Company Contract”

means any Contract: (a) to which the Company is a Party, (b) by which the Company is or may become bound or under which the

Company has, or may become subject to, any obligation or (c) under which the Company has or may acquire any right or interest.

“Company Employee

Plan” means any Employee Plan that the Company (a) sponsors, maintains, administers, or contributes to, (b) may

reasonably be expected to have any Liability, or (c) utilizes to provide benefits to or otherwise cover any current or former employee,

officer, director or other service provider of the Company (or their spouses, dependents, or beneficiaries), but excluding any Employee

Plan in which the Company participates that is sponsored by any professional employer organization.

“Company Fundamental

Representations” means the representations and warranties of the Company set forth in Sections 3.1(a), ‎3.2,

‎3.3, 3.4, 3.5(a)(i), and 3.20.

“Company IP Rights”

means all Intellectual Property rights that are owned or purported to be owned by, whether wholly or jointly with others, assigned to,

exclusively licensed to, or controlled by the Company that are necessary for, or used or held for use in, the operation of the business

of the Company as presently conducted.

“Company IP Rights

Agreement” means any Contract governing, related to or pertaining to any Company IP Rights other than any confidential information

provided under confidentiality agreements.

“Company Key Employee”

means any executive officer of the Company.

“Company Material

Adverse Effect” means any Effect that, considered together with all other Effects that have occurred prior to the date of determination

of the occurrence of a Company Material Adverse Effect, has or would reasonably be expected to have a material adverse effect on the

business, financial condition, assets, liabilities or results of operations of the Company, taken as a whole; provided, however,

that Effects arising or resulting from the following shall not be taken into account in determining whether there has been a Company

Material Adverse Effect: (a) the announcement of this Agreement or the pendency of the Contemplated Transactions (provided,

that this clause (a) will be disregarded for purposes of any representation or warranty the purpose of which is to expressly address

the consequences of the execution and delivery of this Agreement, the consummation of the Contemplated Transactions, or the performance

of the obligations hereunder or thereunder), (b) the taking of any action, or the failure to take any action, by the Company that

it is required to undertake, or refrain from undertaking (as applicable), to comply with the terms of this Agreement, (c) any natural

disaster, calamity or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities

or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world or any governmental

or other response or reaction to any of the foregoing, (d) any change in generally accepted accounting principles in the United

States (“GAAP”) or applicable Law or the interpretation thereof, (e) general economic or political conditions

or conditions generally affecting the industries in which the Company operates, or (f) any change in the cash position of the Company

which results from operations in the Ordinary Course of Business; except in each case with respect to clauses (c), (d) and (e),

to the extent disproportionately affecting the Company relative to other similarly situated companies in the industries in which the

Company operates.

“Company Merger

Shares” means the product determined by multiplying (a) the Post-Closing Parent Shares by

(b) the Company Allocation Percentage, in which:

· “Aggregate

Valuation” means the sum of (i) the Company Valuation, plus

(ii) the Parent Valuation.

· “Company

Allocation Percentage” means the percentage (rounded to four decimal places) determined

by subtracting (i) the Parent Allocation Percentage from

(ii) 100 percent.

· “Company

Equity Value” means $250,000,000.

· “Company

Outstanding Shares” means, without duplication, the total number of shares of Company

Capital Stock outstanding immediately prior to the First Effective Time (including any shares

of Company Common Stock or Company Preferred Stock that are issued in, or issuable upon the

exercise or conversion of securities issued in, the Company Pre-Closing Financing, including

the Company Notes (and any associated interest, premiums and fees thereon)), expressed on

a fully diluted and as-converted-to-Company Common Stock basis assuming, without limitation

or duplication, the exercise of all Company Options, Company RSUs, Company Warrants or other

rights or commitments to receive shares of Company Common Stock or Company Preferred Stock

(or securities convertible or exercisable into shares of Company Common Stock or Company

Preferred Stock), whether conditional or unconditional or vested or unvested, that are outstanding

as of immediately prior to the First Effective Time; provided that “Company Outstanding

Shares” shall exclude (i) any Company Options, Company RSUs, Company Warrants

and any other equity awards issued under the Company Stock Plan (including any shares of

Company Common Stock issuable upon the exercise of such Company Options, Company Warrants

or other equity awards) issued to directors, employees, consultants or other service providers

following the date hereof but prior to the Closing (collectively, the “Service Provider

Grants”), (ii) any shares of Company Common Stock underlying Company Notes

that are to be contributed as consideration (including any associated interest, premiums

and fees thereon) in the Company Pre-Closing Financing pursuant to the Subscription Agreement

(to avoid double counting), and (iii) any shares of Company Capital Stock that are

issued pursuant to, or issuable upon the exercise or conversion of securities issued pursuant

to, any Company PIPE Amendment.

· “Company

Valuation” means (i) the Company Equity Value, plus (ii) the

amount of proceeds actually received by the Company from the Company Pre-Closing Financing

(including the proceeds actually received from any Company Notes (and any associated interest,

premiums and fees thereon), contributed as consideration in the Company Pre-Closing Financing),

excluding any proceeds received pursuant to any Company PIPE Amendment.

· “Exchange

Ratio” means the ratio (rounded to four decimal places) equal to the quotient obtained

by dividing (i) the Company Merger Shares by (ii) the Company Outstanding

Shares.

· “Parent

Allocation Percentage” means the quotient (expressed as a percentage and rounded

to four decimal places) determined by dividing (i) the Parent Valuation

by (ii) the Aggregate Valuation.

· “Parent

Outstanding Shares” means, without duplication, (including, without limitation,

the effects of the Nasdaq Reverse Split, if completed, prior to the First Effective Time)

the total number of shares of Parent Capital Stock outstanding immediately prior to the First

Effective Time expressed on a fully-diluted basis and as converted to Parent Common Stock

basis and assuming, without limitation or duplication, (i) the issuance of shares of

Parent Common Stock in respect of all In the Money Parent Options, warrants or other rights

or commitments to receive shares of Parent Common Stock or Parent Preferred Stock (or securities

convertible or exercisable into shares of Parent Common Stock or Parent Preferred Stock,

but excluding any Parent Capital Stock issued as Merger Consideration), whether conditional

or unconditional, that are outstanding as of immediately prior to the First Effective Time,

and (ii) the settlement in shares of Parent Common Stock of Parent Restricted Stock

Awards outstanding as of immediately prior to the First Effective Time on a net settlement

basis as provided in Section 6.6(e). Notwithstanding any of the foregoing, no

Out of the Money Parent Options shall be included in the total number of shares of Parent

Common Stock outstanding for purposes of determining the Parent Outstanding Shares.

· “Parent

Valuation” means (i) $11,000,000, minus (ii) the amount,

if any, by which Parent Net Cash is less than the Parent Target Cash Amount.

· “Parent

Target Cash Amount” means $0; provided, however, that this amount

shall be reduced by $450,000 for each month following November 30, 2026 that the Closing

has not occurred, prorated for any partial month based on the number of days elapsed in such

month, so long as Parent is not in breach of this Agreement

· “Post-Closing

Parent Shares” means the quotient determined by dividing (i) the

Parent Outstanding Shares by (ii) the Parent Allocation Percentage.

“Company Notes”

means any convertible promissory notes that may be issued from time to time prior to the Closing, including pursuant to that certain

Note Purchase Agreement, dated as of June 15, 2026, by and among the Company and the purchasers parties thereto.

“Company Options”

means options or other rights to purchase shares of Company Capital Stock issued by the Company.

“Company PIPE Amendment”

means any amendment, amendment and restatement, joinder, supplement or other modification of the Subscription Agreement effected following

the date of this Agreement that results in an increase to the amount of proceeds to be received by the Company thereunder.

“Company Preferred

Stock” means the shares of the Company’s capital stock designated as preferred stock, including the Company Series Seed

Preferred Stock and Company Series Seed-1 Preferred Stock.

“Company Registered

IP” means all Company IP Rights that are owned or exclusively licensed (to the extent of such exclusive license) by the Company

that are registered, filed or issued under the authority of, with or by any Governmental Authority, including all Patents, registered

copyrights and registered trademarks and all applications and registrations for any of the foregoing.

“Company Series Seed

Preferred Stock” means a series of the Company’s preferred stock designated as Series Seed Preferred Stock, $0.0001

par value per share.

“Company Series Seed-1

Preferred Stock” means a series of the Company’s preferred stock designated as Series Seed-1 Preferred Stock, $0.0001

par value per share.

“Company RSU”

means each restricted stock unit award for shares of Company Capital Stock issued by the Company.

“Company Stock Plan”

means the Company’s 2025 Equity Incentive Plan.

“Company Triggering

Event” shall be deemed to have occurred if, at any time prior to the adoption of this Agreement and the approval of the Contemplated

Transactions by the Required Company Stockholder Vote: (a) the Company Board shall have made a Company Board Adverse Recommendation

Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal;

or (c) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition

Proposal.

“Company Warrants”

means warrants (including any pre-funded warrants) to purchase shares of Company Capital Stock issued by the Company.

“Confidentiality

Agreement” means the mutual non-disclosure agreement dated as of June 17, 2026, between Fairmont Funds Management LLC

and Parent.

“Consent”

means any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

“Contemplated Transactions”

means the Merger and the other transactions contemplated by this Agreement (other than any Parent Legacy Transaction and the Parent Charter

Amendment), including the CVR Agreement, the Company Pre-Closing Financing and the Nasdaq Reverse Split (to the extent applicable and

deemed necessary or advisable by Parent and the Company).

“Contract”

means, with respect to any Person, any written agreement, contract, subcontract, lease (whether for real or personal property), mortgage,

license, or other legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or

any of its assets are bound or affected under applicable Law.

“Delisting Event”

means (i) the filing of a Form 25 with respect to the shares of Parent Common Stock by Parent or Nasdaq with the SEC, (ii) any

other cessation of listing of the Parent Common Stock on Nasdaq, whether or not a Form 25 has been filed yet, or (iii) thirty

(30) days after formal notification by Nasdaq of its determination to delist the shares of Parent Common Stock from Nasdaq unless, during

such thirty (30) day period, Parent has received notice from Nasdaq that Nasdaq has withdrawn its formal notification or otherwise determined

not to delist the shares of Parent Common Stock from Nasdaq.

“DGCL”

means the General Corporation Law of the State of Delaware, as amended.

“DLLCA”

means the Delaware Limited Liability Company Act.

“Effect”

means any effect, change, event, circumstance, or development.

“Employee Plan”

means (a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA whether or not subject

to ERISA; (b) other plan, program, policy or arrangement providing for stock options, restricted stock awards, stock purchases,

equity-based compensation, bonuses (including any annual bonuses and retention bonuses) or other incentives, severance pay, deferred

compensation, employment, compensation, change in control or transaction bonuses, supplemental, vacation, retirement benefits (including

post-retirement health and welfare benefits), pension benefits, profit-sharing benefits, fringe benefits, life insurance benefits, perquisites,

health benefits, medical benefits, dental benefits, vision benefits, and all other employee benefit plans, agreements, and arrangements,

not described in (a) above; and (c) all other plans, programs, policies or arrangements providing compensation to employees,

consultants and non-employee directors.

“Encumbrance”

means any lien, pledge, hypothecation, charge, mortgage, security interest, lease, exclusive license, option, easement, reservation,

servitude, adverse title, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest

or restriction or encumbrance of any nature (including any restriction on the voting of any security, any restriction on the transfer

of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any

asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Enforceability

Exceptions” means the (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and

(b) rules of law governing specific performance, injunctive relief and other equitable remedies.

“Entity”

means any corporation (including any nonprofit corporation), partnership (including any general partnership, limited partnership or limited

liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company or

joint stock company), firm, society or other enterprise, association, organization or entity, and each of its successors.

“Environmental Law”

means any federal, state, local or foreign Law relating to pollution or protection of human health or the environment (including ambient

air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges,

releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials.

“ERISA Affiliate”

means, with respect to any Entity, any other Person that would be treated as a single employer with such Entity or part of the same “controlled

group” as such Entity under Sections 414(b), (c), (m) or (o) of the Code.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“First Merger Sub

Board” means the board of directors of First Merger Sub.

“Governmental Authority”

means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature,

(b) federal, state, local, municipal, foreign, supra-national or other government, (c) governmental or quasi-governmental

authority of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry,

fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any taxing

authority) or (d) self-regulatory organization (including Nasdaq).

“Governmental Authorization”

means any: (a) permit, license, certificate, franchise, permission, variance, exception, exemption, order, approval, clearance,

registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental

Authority or pursuant to any Law or (b) right under any Contract with any Governmental Authority.

“Hazardous Materials”

means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical,

or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control

or remediation under any Environmental Law, including without limitation, crude oil or any fraction thereof, and petroleum products or

by-products.

“HSR Act”

means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“In the Money Parent

Option” shall mean Parent Options with an exercise price equal to or less than the Parent Closing Price.

“Intellectual Property”

means: (a) United States, foreign and international patents, patent applications, including all provisional applications, non-provisional

applications, substitutions, divisionals, continuations, continuations-in-part, reissues, renewals, extensions, supplementary protection

certificates, reexaminations, term extensions, confirmations, certificates of invention and the equivalents of any of the foregoing,

statutory invention registrations, invention disclosures and inventions (collectively, “Patents”), (b) trademarks,

service marks, trade names, domain names, corporate names, brand names, URLs, trade dress, logos and other source identifiers, including

registrations and applications for registration thereof and goodwill associated therewith, (c) works of authorship (whether or

not copyrightable), copyrights, copyrightable works, derivative works, including registrations and applications for registration thereof,

and all renewals, extensions, restorations or reversions of the foregoing, including all rights of authorship, use, publication, publicity,

reproduction, distribution, income, performance and transformation, (d) software, including all source code, object code, firmware,

development tools files, records and data, all media on which any of the foregoing is recorded, and all related documentation, (e) inventions,

invention disclosures, improvements, formulae, customer lists, trade secrets (including those trade secrets defined in the Uniform Trade

Secrets Act and under corresponding foreign statutory and common law), know-how, technology, technical data, databases, data collections,

confidential information and other proprietary rights and intellectual property, whether patentable or not, and all documentation relating

to any of the foregoing in any jurisdiction, and (f) all United States and foreign rights arising under or associated with any

of the foregoing.

“IRS”

means the United States Internal Revenue Service.

“Knowledge”

means, (a) with respect to an individual, that such individual is actually aware of the relevant fact or that such individual would

reasonably be expected to know such fact in the ordinary course of the performance of such individual’s employment responsibilities,

and (b) with respect to any Person that is an Entity the Knowledge of any executive officer of such Person as of the date such

knowledge is imputed. With respect to any matters relating to Intellectual Property, such awareness or reasonable expectation to have

knowledge does not require any such individual to conduct or have conducted or obtain or have obtained any freedom to operate opinions

of counsel or any Intellectual Property rights clearance searches.

“Law”

means any federal, state, national, supra-national, foreign, local or municipal or other law, statute, constitution, principle of common

law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Authority (including under the authority of Nasdaq or the

Financial Industry Regulatory Authority).

“Legal Proceeding”

means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate

proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before any court or other

Governmental Authority or any arbitrator or arbitration panel.

“Minimum Concurrent

Investment Amount” means $150,000,000.

“Multiemployer Plan”

means a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA.

“Multiple Employer

Plan” means a “multiple employer plan” within the meaning of Section 413(c) of the Code or Section 3(40)

of ERISA.

“Multiple Employer

Welfare Arrangement” means a “multiple employer welfare arrangement” within the meaning of Section 3(40)

of ERISA.

“Nasdaq Reverse

Split” means a reverse stock split of all outstanding shares of Parent Common Stock effected by Parent for the purpose of maintaining

compliance with Nasdaq listing standards.

“Nasdaq”

means The Nasdaq Stock Market.

“Order”

means any judgment, order, writ, injunction, ruling, decision or decree of (that is binding on a Party), or any plea agreement, corporate

integrity agreement, resolution agreement or deferred prosecution agreement with, or any settlement under the jurisdiction of, any court

or Governmental Authority.

“Ordinary Course

of Business” means, in the case of each of the Company and Parent, such actions taken in the ordinary course of its business

and consistent with its past practice or, with respect to the Company, the customary practices of a recently formed company at a similar

stage of development.

“Organizational

Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of association

or incorporation or organization or limited partnership or limited liability company, and any joint venture, limited liability company,

operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization

of such Person and (b) all bylaws, regulations and similar documents or agreements relating to the organization or governance of

such Person, in each case, as amended or supplemented.

“Out of the Money

Parent Options” shall mean Parent Options with an exercise price greater than the Parent Closing Price.

“Parent Associate”

means any current employee, independent contractor, officer or director of Parent or any of its Subsidiaries.

“Parent Balance

Sheet” means the unaudited balance sheet of Parent as of March 31, 2026, included in Parent’s Report on Form 10-Q

for the three months ended March 31, 2026, as filed with the SEC.

“Parent Board”

means the board of directors of Parent.

“Parent Capital

Stock” means the Parent Common Stock and the Parent Preferred Stock.

“Parent Capitalization

Representations” means the representations and warranties of Parent and Merger Subs set forth in Sections ‎4.6(a) and

4.6(d).

“Parent Closing

Price” means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five (5) consecutive

trading days ending three (3) trading days immediately prior to the Calculation Date as reported by Bloomberg L.P.

“Parent Common Stock”

means the common stock, $0.001 par value per share, of Parent.

“Parent Contract”

means any Contract: (a) to which Parent is a party, (b) by which Parent or any Parent IP Rights or any other asset of Parent

is or may become bound or under which Parent has, or may become subject to, any obligation or (c) under which Parent has or may

acquire any right or interest.

“Parent Employee

Plan” means any Employee Plan that Parent or any of its Subsidiaries (a) sponsors, maintains, administers, or contributes

to, (b) may reasonably be expected to have any Liability, or (c) utilizes to provide benefits to or otherwise cover any current

or former employee, officer, director or other service provider of Parent or any of its Subsidiaries (or their spouses, dependents, or

beneficiaries), but excluding any Employee Plan in which the Parent or any of its Subsidiaries participates that is sponsored by any

professional employer organization.

“Parent Fundamental

Representations” means the representations and warranties of Parent and Merger Subs set forth in Sections 4.1(a),

‎4.2, ‎4.3, ‎4.4, ‎4.5(a)(i), and ‎4.21.

“Parent IP Rights

Agreement” means any Contract governing, related or pertaining to any Parent IP Rights other than any confidential information

provided under confidentiality agreements.

“Parent IP Rights”

means all Intellectual Property rights that are owned or purported to be owned by, whether wholly or jointly with others, assigned to,

exclusively licensed to or controlled by Parent that are necessary for, or used or held for use in, the operation of the business of

Parent as presently conducted.

“Parent Key Employee”

means (i) an executive officer of Parent; and (ii) any employee of Parent that reports directly to the Parent Board or to

an executive officer of Parent.

“Parent Legacy Business”

means the business of Parent as conducted at any time prior to the date of this Agreement, including but not limited to business related

to the assets listed on Section 1.1(a) of the Parent Disclosure Letter.

“Parent Material

Adverse Effect” means any Effect that, considered together with all other Effects that have occurred prior to the date of determination

of the occurrence of the Parent Material Adverse Effect, has or would reasonably be expected to have a material adverse effect on the

business, financial condition, assets, liabilities or results of operations of Parent and its Subsidiaries, taken as a whole; provided,

however, that Effects arising or resulting from the following shall not be taken into account in determining whether there has

been a Parent Material Adverse Effect: (a) the announcement of this Agreement or the pendency of the Contemplated Transactions

(provided, that this clause (a) will be disregarded for purposes of any representation or warranty the purpose of which

is to expressly address the consequences of the execution and delivery of this Agreement, the consummation of the Contemplated Transaction

or the performance of the obligations hereunder or thereunder), (b) any change in the stock price or trading volume of Parent Common

Stock (it being understood, however, that any Effect causing or contributing to any change in stock price or trading volume of Parent

Common Stock may be taken into account in determining whether a Parent Material Adverse Effect has occurred, unless such Effects are

otherwise excepted from this definition), (c) the taking of any action, or the failure to take any action, by Parent that it is

required to undertake, or refrain from undertaking (as applicable), to comply with the terms of this Agreement, (d) any natural

disaster, calamity or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities

or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world, or any governmental

or other response or reaction to any of the foregoing, (e) any change in GAAP or applicable Law or the interpretation thereof,

(f) general economic or political conditions or conditions generally affecting the industries in which Parent or any of its Subsidiaries

operates, or (g) failure to achieve or maintain any minimum level of Parent Net Cash; except, in each case with respect to clauses

(d), (e) and (f), to the extent materially and disproportionately affecting Parent or any of its Subsidiaries, taken as a whole,

relative to other similarly situated companies in the industries in which Parent or any of its Subsidiaries operates. Notwithstanding

the above, a Delisting Event shall constitute a Parent Material Adverse Effect, provided that the Company has not refused or unreasonably

delayed its consent to reasonable actions by Parent to maintain the listing of Parent Common Stock on Nasdaq.

“Parent Net Cash”

means without duplication, (a) Parent’s unrestricted cash and cash equivalents and marketable securities determined, to the

extent in accordance with GAAP, in a manner consistent with the manner in which such items were historically determined and in accordance

with the financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents and the

Parent Balance Sheet, including any proceeds actually received from any Parent Legacy Transaction prior to the Calculation Date, plus

(b) the prepaid expenses set forth on Section 1.1(b) of the Parent Disclosure Letter to the extent outstanding

as of the First Effective Time, if any, minus (c) the sum of unpaid consolidated short-term and long-term contractual

commitments and contractual obligations and liabilities accrued by Parent as of the Closing Date, in each case determined in accordance

with GAAP and, to the extent in accordance with GAAP, in a manner consistent with the manner in which such items were historically determined

and in accordance with the financial statements (including any related notes) contained or incorporated by reference in the Parent SEC

Documents and the Parent Balance Sheet, minus (d) the aggregate amount (without duplication) of all fees and expenses

incurred by Parent prior to the First Effective Time in connection with the negotiation, execution and delivery of this Agreement and

the Contemplated Transactions or any Parent Legacy Transaction, including: (i) other than any Registration Statement Preparation

Expenses (as defined below), any fees and expenses of legal counsel, accountants, financial advisors, investment bankers, brokers, consultants,

tax advisors, and other professional advisors of Parent in connection with the Contemplated Transactions or any Parent Legacy Transaction;

(ii) to the extent not captured by subclause (i), any legal and accounting costs incurred in connection with the preparation and

filing of the Registration Statement and any amendments and supplements thereto, (iii) 50% of the fees paid to the SEC in connection

with filing the Registration Statement and any amendments and supplements thereto (the “Registration Statement Preparation Expenses”),

with the SEC; (iv) 50% of the fees and expenses incurred in connection with the printing, mailing and distribution of the Proxy

Statement and any amendments and supplements thereto, (v) 50% of all Antitrust Fees, (vi) 50% of any Nasdaq Fees, (vii) any

CVR Fees,(viii) any bonus, 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 or payable to any director, officer, employee or consultant as a result of the consummation of the Contemplated Transactions

or any Parent Legacy Transaction, together with any payroll Taxes associated therewith; (ix) the costs associated with obtaining

the “D&O tail policy” pursuant to Section 6.7, and (x) all costs and expenses associated with any

dividend of any excess Parent Net Cash, in each case, to the extent unpaid as of the First Effective Time, minus (e) all

remaining rent payments and fees and expenses associated with terminating the Parent Real Estate Leases, minus (f) the

Accrued Pre-Closing Tax Amount, minus (g) all costs and expenses relating to the winding down of Parent Legacy Business,

including the sale, license or other disposition (including by way of dividend or other distribution) of any or all of the Parent Legacy

Business (including, for clarity, any change-in-control payments, Contract termination or breakage costs or similar payment obligations

that are due or payable to any Person to effect the winding down of Parent Legacy Business) to the extent unpaid as of the Closing, including

any costs incurred by the Company (including the Surviving Entity) following the Closing minus (h) the Parent Stock

Option Cash Consideration, minus (i) to the extent not declared and paid prior to delivery of the Parent Net Cash

Schedule, the Parent Pre-Closing Dividend Amount (if any). For avoidance of doubt, the calculation of Parent Net Cash may result in a

number below $0.

“Parent Options”

means options or other rights to purchase shares of Parent Common Stock, including those granted by Parent pursuant to any Parent Stock

Plan.

“Parent Preferred

Stock” means the shares of Parent Capital Stock designated as preferred stock, $0.001 par value per share.

“Parent Registered

IP” means all Parent IP Rights that are owned or exclusively licensed (to the extent of such exclusive license) by the Parent

that are registered, filed or issued under the authority of, with or by any Governmental Authority, including all Patents, registered

copyrights and registered trademarks and all applications for any of the foregoing.

“Parent Restricted

Stock Award” means an award of restricted shares of Parent Common Stock.

“Parent Triggering

Event” shall be deemed to have occurred if, prior to the approval of this Agreement and the Contemplated Transactions by Parent’s

shareholders and subject to Section ‎6.3(c): (a) Parent shall have failed to include in the Proxy Statement the

Parent Board Recommendation, (b) the Parent Board or any committee thereof shall have made a Parent Board Adverse Recommendation

Change or subject to Section ‎6.3(e), publicly proposed, endorsed or recommended any Acquisition Proposal or (c) Parent

shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an

Acceptable Confidentiality Agreement permitted pursuant to Section ‎5.4).

“Parent Warrant”

means any warrant to purchase shares of Parent Common Stock.

“Party”

or “Parties” means the Company, Merger Sub and Parent.

“Permitted Alternative

Agreement” means a definitive agreement that contemplates or otherwise relates to an Acquisition Transaction that constitutes

a Superior Offer.

“Permitted Encumbrance”

means (a) any statutory liens for current Taxes not yet due and payable or for Taxes that are being contested in good faith by

the appropriate proceedings and for which adequate reserves will be or have been made on the Company Financial Statements or the Parent

Balance Sheet, as applicable, in accordance with GAAP (in a manner reasonably consistent with the manner in which such items were historically

determined), (b) minor non-monetary liens that have arisen in the Ordinary Course of Business and that neither (in any case or

in the aggregate): (i) result from a breach of Contract or violation of Law in any material respect nor (ii) materially detract

from the value of the assets subject thereto or materially impair the operations of the Company or Parent, as applicable, (c) statutory

liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (d) deposits or pledges made in

connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Law, (e) statutory

liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies for amounts that

are not yet due and payable and (f) liens arising under applicable securities Law.

“Person”

means any individual, Entity or Governmental Authority.

“Personal Information”

means any data or information that constitutes “personal information,” “personal data,” “personally identifiable

information,” “protected health information,” or any analogous term under applicable Law, including any such information

that identifies, relates to, describes, is linked to, is reasonably capable of being associated with, or could reasonably be linked,

directly or indirectly, with any identified or identifiable individual or household.

“Privacy Laws”

mean, collectively, (a) all Laws governing privacy, data protection, data security, trans-border data flow, data loss, data theft,

breach notification, data localization, sending solicited or unsolicited electronic mail or text messages, cookies or other tracking

technology, or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing of Personal Information,

including any such legally binding requirements set forth in regulations and agreements containing consent orders published by regulatory

authorities of competent jurisdiction such as the U.S. Federal Trade Commission, U.S. Federal Communications Commission, or state data

protection authorities, including HIPAA, Section 5 of the Federal Trade Commission Act, the Controlling the Assault of Non-Solicited

Pornography And Marketing Act, the Telephone Consumer Protection Act and U.S. state consumer protection and data breach notification

Laws, and (b) any legally binding requirements of any self-regulatory organizations governing data privacy, data protection, data

security, trans-border data flow, data loss, data theft, breach notification, data localization, sending solicited or unsolicited electronic

mail or text messages, cookies or other tracking technology, or the collection, handling, use, maintenance, storage, disclosure, transfer,

or other processing of Personal Information, including the Payment Card Industry Data Security Standard.

“Representatives”

means with respect to a Person, such Person’s directors, officers, employees, agents, attorneys, accountants, investment bankers,

advisors and other representatives.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002.

“SEC”

means the United States Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended.

“Subsequent Transaction”

means any Acquisition Transaction (with all references to 20% in the definition of Acquisition Transaction being treated as references

to 50% for these purposes).

“Subsidiary”

means, with respect to an Entity, a Person if such Person directly or indirectly owns or purports to own, beneficially or of record,

(a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least

a majority of the members of such entity’s board of directors or other governing body or (b) at least 50% of the outstanding

equity, voting, beneficial or financial interests in such Entity.

“Superior Offer”

means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction

being treated as references to 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach

of this Agreement, (b) is on terms and conditions that the Parent Board or the Company Board, as applicable, determines in good

faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing terms thereof),

as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and following consultation with

its outside legal counsel and financial advisors, if any, are more favorable, from a financial point of view, to Parent’s shareholders

or the Company’s stockholders, as applicable, than the terms of the Contemplated Transactions, (c) is not subject to any

financing conditions (and if financing is required, such financing is then fully committed to the third party) and (d) is reasonably

capable of being completed on the terms proposed.

“Tax Return”

means any return (including any information return), report, statement, declaration, claim or refund, estimate, schedule, notice, notification,

form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed or required

to be filed with any Governmental Authority (or provided to a payee) 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 Law relating to

any Tax.

“Tax”

means any U.S. federal, state, local, or non-U.S. tax, including any gross or net income tax, franchise tax, capital gains tax, gross

receipts tax, value-added tax, surtax, estimated tax, employment tax, unemployment tax, national health insurance tax, environmental

tax, excise tax, ad valorem tax, transfer tax, conveyance tax, stamp tax, sales tax, use tax, property tax, business tax, withholding

tax, payroll tax, social security tax, customs duty, licenses tax, alternative or add-on minimum or other tax or similar charge, duty,

levy, fee, tariff, impost, obligation or assessment in the nature of a tax (whether imposed directly or through withholding and whether

or not disputed), and including any fine, penalty, addition to tax, interest or additional amount imposed by a Governmental Authority

with respect thereto (or attributable to the nonpayment thereof).

“Treasury Regulations”

means the United States Treasury regulations promulgated under the Code.

(b) Each of the following

terms is defined in the Section set forth opposite such term:

Terms

Section

401(k) Plan

6.6(c)

AAA

‎2.8(f)

Accounting Firm

‎2.8(f)

Agreement

Preamble

Allocation Certificate

‎6.15

Antitrust Fees

6.4(b)

Assumed Option

‎6.5(a)

Assumed RSU Award

6.5(b)

Assumed Warrant

‎6.5(c)

Balance Sheet Date

‎3.7(a)

Beneficial Ownership Limitation

2.5(h)

Calculation Date

2.8(a)

Capitalization Date

‎4.6(a)

Certificate of Merger

‎2.3

Certifications

‎4.7(a)

Closing Date

‎2.3

Closing

‎2.3

Company 409A Plan

‎3.17(j)

Company Audited Financial Statements

6.1(e)

Company Board Adverse Recommendation Change

‎6.2(d)

Company Board Recommendation

‎6.2(c)

Company Disclosure Letter

Section 3

Company Financial Statements

3.7(a)

Company Interim Financial Statements

6.1(e)

Company Intervening Event

‎6.2(d)

Company Material Contract

‎3.13(a)

Company Material Contracts

‎3.13(a)

Company Owned IP Rights

4.12(e)

Company Permits

‎3.14(b)

Company Product Candidates

‎3.14(d)

Company Real Estate Leases

‎3.11

Company Regulatory Permits

‎3.14(d)

Company Required S-4 Information

‎6.1(d)

Company Stockholder Consent Review Period

6.2(b)

Company Stockholder Support Agreement

Recital

Company Stockholder Written Consents

‎6.2(a)

Company Termination Fee

‎10.3(b)

Company Valuation Calculation

‎2.8(b)

Company Valuation Delivery Date

‎2.8(b)

Company Valuation Determination Time

‎2.8(b)

Company Valuation Dispute Notice

‎2.8(c)

Company Valuation Response Date

‎2.8(c)

Company Valuation Schedule

‎2.8(b)

Company

Preamble

Costs

‎6.7(a)

CVR

2.9(a)

CVR Agreement

2.9(a)

CVR Fees

2.9(a)

D&O Indemnified Parties

‎6.7(a)

Dispute Notice

‎2.8(c)

Dissenting Shares

‎2.13(a)

Drug/Device Regulatory Agency

‎3.14(b)

Employment-Related Laws

‎3.17(k)

End Date

‎10.1(b)

Exchange Agent

‎2.7(a)

FDA

‎3.14(b)

FDCA

‎3.14(c)

First Certificate of Merger

‎2.3

First Effective Time

2.3

First Merger

Recital

First Step Surviving Corporation

2.1

Form S-4

‎6.1(a)

Intended Tax Treatment

‎2.11

Liability

‎3.9

Lock-Up Agreement

Recital

Lock-Up Agreements

Recital

Merger Consideration

‎2.5(a)(ii)

Merger Subs

Preamble

Merger

Recital

Nasdaq Fees

‎6.9

Nasdaq Listing Application

‎6.9

Negotiation Period

5.6(b)

Notice Period

‎6.2(d)

Ordinary Course Agreement

‎3.16(g)

Parent 409A Plan

‎4.17(j)

Parent Charter Amendment

‎2.4(b)(ii)

Parent Board Adverse Recommendation Change

‎6.3(c)

Parent Board Recommendation

‎6.3(b)

Parent Common Stock Payment Shares

2.5(a)(ii)

Parent Disclosure Letter

Section 4

Parent Intervening Event

‎6.3(c)

Parent Legacy Transaction

5.1(c)(i)

Parent Material Contract

‎4.13(a)

Parent Net Cash Calculation

‎2.8(a)

Parent Net Cash Schedule

‎2.8(a)

Parent Notice Period

‎6.3(c)

Parent Permits

‎4.14(b)

Parent Owned IP Rights

3.12(e)

Parent Pre-Closing Dividend

‎5.1(c)(ii)

Parent Pre-Closing Dividend Amount

‎5.1(c)(ii)

Parent Product Candidates

‎4.14(d)

Parent Real Estate Leases

‎4.11

Parent Regulatory Permits

‎4.14(d)

Parent SEC Documents

‎4.7(a)

Parent Stockholder Matters

‎6.3(a)

Parent Stockholder Meeting

‎6.3(a)

Parent Stockholder Support Agreement

Recital

Parent Stock Plans

‎4.6(c)

PHSA

‎3.14(c)

Post-Closing Welfare Plan

‎6.6(b)

Pre-Closing Period

‎5.1(a)

Pre-Funded Warrants

2.5(a)(ii)

Privacy Policies

‎3.22

Proxy Statement

‎6.1(a)

Registration Statement

‎6.1(a)

Remaining Entitlement

2.5(a)(ii)

Required Company Stockholder Vote

‎3.4

Required Parent Stockholder Vote

‎4.4

Response Date

‎2.8(c)

Review Period

5.6(a)

SEC Documents

‎6.16

Second Certificate of Merger

2.3

Second Effective Time

2.3

Second Merger

Recital

Securities

‎2.5(g)

Stockholder Notice

‎6.2(b)

Subscription Agreement

Recital

Surviving Entity

‎2.1

Tax Certificates

‎6.10(c)

Transaction Litigation

‎6.4(c)

WARN Act

‎3.17(k)

1.2            Other

Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and

words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

References to Sections, Exhibits and Schedules are to Sections, Exhibits and Schedules of this Agreement unless otherwise specified.

Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this

Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, the masculine

gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter

gender shall include masculine and feminine gender. Whenever the words “include,” “includes” or “including”

are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are

in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing,” “written”

and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References

to any agreement or Contract (except for references to any agreements or Contracts listed on the Parent Disclosure Letter or Company

Disclosure Letter) are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with the terms

hereof and thereof. The Exhibits to this Agreement, the Parent Disclosure Letter and the Company Disclosure Letter are integral parts

of the interpretation of this Agreement, but only Exhibit D-1 (including Exhibit A to such Exhibit) and Exhibit D-2

are incorporated by reference and made a part hereof for purposes of Section 251 of the DGCL. References to any Person include

the successors and permitted assigns of that Person. References to any statute are to that statute and to the rules and regulations

promulgated thereunder, in each case as amended, modified, re-enacted or substituted, from time to time. References to “$”

and “dollars” are to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting

determinations hereunder will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date

shall mean, unless otherwise specified, from and including or through and including, respectively. All references to “days”

shall be to calendar days unless otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for

purposes of measuring the beginning and ending of time periods in this Agreement (including for purposes of “Business Day”

and for hours in a day or Business Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in

the Eastern time zone of the United States. The Parties agree that any rule of construction to the effect that ambiguities are

to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement. The Parties agree

that the Company Disclosure Letter and the Parent Disclosure Letter shall be arranged in sections and subsections corresponding to the

numbered and lettered sections and subsections contained in Section 3 and Section 4, respectively. The disclosures

in any section or subsection of the Company Disclosure Letter or the Parent Disclosure Letter shall qualify other sections and subsections

in Section 3 or Section 4, respectively, to the extent it is readily apparent from a reading of the disclosure

that such disclosure is applicable to such other sections and subsections. The words “delivered” or “made available”

mean, with respect to any documentation, that prior to 5:00 p.m. (New York City time) on the date that is the day prior to the

date of this Agreement, a copy of such material has been (a) posted to and continuously made available by a Party to the other

Party and its Representatives in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions

or (b) delivered by or on behalf of a Party or its Representatives to the other Party or its Representatives via electronic mail

or in hard copy form prior to the execution of this Agreement.

Section 2. Description

of Transaction.

2.1            The

Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, First Merger Sub shall

be merged with and into the Company, and the separate existence of First Merger Sub shall cease. The Company will continue as the surviving

corporation in the First Merger (the “First Step Surviving Corporation”). Upon the terms and subject to the conditions

set forth in this Agreement, at the Second Effective Time, the First Step Surviving Corporation will merge with and into Second Merger

Sub, and the separate existence of the First Step Surviving Corporation shall cease. As a result of the Second Merger, Second Merger

Sub will continue as the surviving entity in the Second Merger (the “Surviving Entity”).

2.2            Effects

of the Merger. The First Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

As a result of the First Merger, the Company will become a wholly owned subsidiary of Parent. The Second Merger shall have the effects

set forth in this Agreement and in the applicable provisions of the DGCL and the DLLCA.

2.3            Closing;

First Effective Time; Second Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 10,

and subject to the satisfaction or waiver of the conditions set forth in Section 7, Section 8 and Section 9,

the consummation of the Merger (the “Closing”) shall take place remotely, as promptly as practicable (but in no event

later than the second Business Day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth

in Section 7, Section 8 and Section 9, other than those conditions that by their nature are to

be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions), or at such other time, date and place

as Parent and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing

Date.” At the Closing, (i) the Parties shall cause the First Merger to be consummated by executing and filing with the

Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements

of the DGCL and in form and substance attached hereto as Exhibit D-1 and incorporated herein by reference (the “First

Certificate of Merger”) and (ii) the Parties shall cause the Second Merger to be consummated by executing and filing

with the Secretary of State of the State of Delaware a certificate of merger with respect to the Second Merger, satisfying the applicable

requirements of the DGCL and the DLLCA and in form and substance attached hereto as Exhibit D-2 and incorporated herein

by reference (the “Second Certificate of Merger” and together with the First Certificate of Merger, the “Certificate

of Merger”). The First Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary

of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent

and the Company (the time as of which the Merger becomes effective being referred to as the “First Effective Time”).

The Second Merger shall become effective at the time of the filing of such Second Certificate of Merger with the Secretary of State of

the State of Delaware or at such later time as may be specified in such Second Certificate of Merger with the consent of Parent and the

Company (the time as of which the Second Merger becomes effective being referred to as the “Second Effective Time”).

2.4            Organizational

Documents; Directors and Officers.

(a)            At

the First Effective Time:

(i)            The

certificate of incorporation of the First Step Surviving Corporation shall be amended and restated in the Merger to read as set forth

on Exhibit A to the First Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of

incorporation;

(ii)            The

bylaws of the First Step Surviving Corporation shall be identical to the bylaws of the Company as in effect immediately prior to the

First Effective Time, until thereafter amended as provided by the DGCL and such bylaws; and

(iii)            The

directors and officers of the First Step Surviving Corporation, each to hold office in accordance with the certificate of incorporation

and bylaws of the First Step Surviving Corporation, shall be such persons as are set forth in Section 6.12 of the Company

Disclosure Letter, unless otherwise designated by the Company prior to the First Effective Time.

(b)            At

the Second Effective Time:

(i)            The

certificate of formation of the Surviving Entity shall be the certificate of formation of Second Merger Sub as in effect immediately

prior to the Second Effective Time, until thereafter amended as provided by the DLLCA and such certificate of formation; provided,

however, that at the Second Effective Time (as part of the Second Certificate of Merger), the certificate of formation shall be

amended to (A) change the name of the Surviving Entity to “Avere Therapeutics Operating Company LLC,” and (B) make

such other changes as are directed by the Company;

(ii)            The

limited liability company agreement of the Surviving Entity shall be amended and restated in its entirety to read identically to the

limited liability company agreement of Second Merger Sub as in effect immediately prior to the Second Effective Time, until thereafter

amended as provided by the DLLCA and such limited liability company agreement; provided, however, that following the Second

Effective Time (but as soon thereafter as practicable), the limited liability company agreement shall be amended to change the name of

the Surviving Entity to “Avere Therapeutics Operating Company LLC”;

(iii)            The

certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Second

Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however,

that at the Second Effective Time, Parent shall file an amendment to its certificate of incorporation to (i) change the name of

Parent to “Avere Therapeutics, Inc.”, (ii) effect the Nasdaq Reverse Split (to the extent applicable and necessary),

(iii) increase the number of shares of Parent Common Stock that Parent is authorized to issue to a number mutually agreed between

Parent and the Company, (iv) redomicile Parent from the State of Delaware to such jurisdiction as may be designated by the Company,

and (v) make such other changes as are mutually agreeable to Parent and the Company (such amendment, the “Parent Charter

Amendment”);

(iv)            The

directors and officers of Parent, each to hold office in accordance with the certificate of incorporation and bylaws of Parent, shall

be as set forth in Section ‎6.12; and

(v)            The

directors and officers of Surviving Entity, each to hold office in accordance with the certificate of formation and limited liability

company agreement of Second Merger Sub, shall be as set forth in Section ‎6.12 after

giving effect to the provisions of Section ‎6.12, or such other persons as shall be designated by

the Company prior to Closing.

2.5            Conversion

of Company, First Merger Sub and Second Merger Sub Equity Securities.

(a)            At

the First Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subs, the Company or any

stockholder of the Company or Parent:

(i)            any

shares of Company Capital Stock held as treasury stock immediately prior to the First Effective Time shall be canceled and retired and

shall cease to exist, and no consideration shall be delivered in exchange therefor; and

(ii)            subject

to Section ‎2.5(c), each share of Company Capital Stock (including any shares of Company Capital Stock

issued pursuant to the Company Pre-Closing Financing) outstanding immediately prior to the First Effective Time (excluding shares of

Company Capital Stock to be canceled pursuant to Section 2.5(a)(i) and excluding Dissenting Shares) shall be

converted solely into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Parent

Common Stock Payment Shares”); provided, however, that, in the event the aggregate number of shares of Parent

Common Stock issuable to any holder of Company Capital Stock at the Closing would result in the issuance of shares of Parent Common Stock

in an amount (when aggregated with all Securities then beneficially owned by such Person and its affiliates (as calculated pursuant to

Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder)) in excess of such holder’s Beneficial

Ownership Limitation (if any), Parent shall issue to any such holder of Company Capital Stock (x) shares of Parent Common Stock

up to such holder’s Beneficial Ownership Limitation, and (y) in lieu of any shares of Parent Common Stock in excess of the

Beneficial Ownership Limitation (such excess shares, the “Remaining Entitlement”), pre-funded warrants, substantially

in the form attached hereto as Exhibit F (“Pre-Funded Warrants” and together with the Parent Common Stock

Payment Shares, the “Merger Consideration”), to purchase a number of shares of Parent Common Stock upon exercise of

such Pre-Funded Warrants equal to the Remaining Entitlement, in such manner to provide any such holder of Company Capital Stock with

the same economic effect as contemplated by this Agreement.

(b)            If

any shares of Company Capital Stock outstanding immediately prior to the First Effective Time are unvested or are subject to a repurchase

option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the Company,

then the shares of Parent Capital Stock issued in exchange for such shares of Company Capital Stock will to the same extent be unvested

and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Capital Stock shall accordingly be marked

with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the First Effective

Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement

or other agreement.

fractional shares of Parent Capital Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional

shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of Parent

Common Stock (on a per position basis) shall receive from Parent, in lieu of such fractional share and upon surrender by such holder

of a letter of transmittal in accordance with Section 2.7 and any accompanying documents as required therein: (i) one

share of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock

would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Common Stock if the aggregate amount of

fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50, with

no cash being paid for any fractional share eliminated by such rounding. Any fractional shares of Parent Preferred Stock that a holder

of Company Preferred Stock would otherwise be entitled to receive shall be aggregated with all fractional shares of Parent Preferred

Stock issuable to such holder and any remaining fractional shares shall be, in lieu of such fractional share and upon surrender by such

holder of a letter of transmittal in accordance with Section 2.7 and any accompanying documents as required therein, rounded

up to the nearest whole share of Parent Preferred Stock.

(d)            All

Company Options (including any Service Provider Grants) outstanding immediately prior to the First Effective Time shall be treated in

accordance with Section 6.5(a). All Company Warrants outstanding immediately prior to the First Effective Time shall be

treated in accordance with Section ‎6.5(c). All Company RSUs outstanding immediately prior to the First

Effective Time shall be treated in accordance with Section ‎6.5(b).

(e)            Each

share of common stock, $0.0001 par value per share, of First Merger Sub issued and outstanding immediately prior to the First Effective

Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value

per share, of the First Step Surviving Corporation. Each book entry share of First Merger Sub evidencing ownership of any such shares

shall, as of the First Effective Time, evidence ownership of such shares of common stock of the First Step Surviving Corporation.

(f)            If,

between the date of this Agreement and the First Effective Time, the outstanding Company Capital Stock or Parent Capital Stock shall

have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision,

reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken

into account in calculating the Exchange Ratio), combination or exchange of shares or other like change, the Exchange Ratio shall, to

the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital

Stock, Company Options, Company RSUs, Company Warrants and Parent Capital Stock with the same economic effect as contemplated by this

Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or

other like change; provided, however, that nothing herein will be construed to permit the Company or Parent to take any

action with respect to Company Capital Stock or Parent Capital Stock, respectively, that is prohibited or not expressly permitted by

the terms of this Agreement.

(g)            At

the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the First Step Surviving Corporation,

Second Merger Sub or their respective stockholders, each share of the First Step Surviving Corporation issued and outstanding immediately

prior to the Second Effective Time shall be canceled and extinguished without any conversion thereof and no payment or distribution shall

be made with respect thereto.

(h)            For

purposes of this Agreement, the “Beneficial Ownership Limitation” may be set at the discretion of each holder of Company

Capital Stock to a percentage designated by such Person to the Company between 0% and 19.99% of the number of shares of the Parent Common

Stock outstanding immediately after giving effect to the issuance of the Merger Consideration (collectively, the “Securities”);

provided that such percentage shall be set at 9.99% for any holder of Company Capital Stock that does not make such designation to the

Company at least ten (10) Business Days prior to the Closing. Notwithstanding the foregoing, by written notice to the Surviving

Entity, any Person may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage, not to exceed 19.99%; provided

that any increase will not be effective until the sixty-first (61st) day after such written notice is delivered to the Surviving Entity.

Upon such a change by any Person of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended

by such Person without first providing the minimum notice required by this Section ‎2.5(h).

2.6            Closing

of the Company’s Transfer Books. At the First Effective Time: (a) all Company Capital Stock outstanding immediately prior

to the First Effective Time shall be treated in accordance with Section ‎2.5(a), and all holders of certificates representing

Company Capital Stock that were outstanding immediately prior to the First Effective Time shall cease to have any rights as stockholders

of the Company and (b) the stock transfer books of the Company shall be closed with respect to all Company Capital Stock outstanding

immediately prior to the First Effective Time. No further transfer of any such Company Capital Stock shall be made on such stock transfer

books after the First Effective Time.

2.7            Surrender

of Company Capital Stock.

(a)            On

or prior to the Closing Date, Parent and the Company shall jointly select a reputable bank, transfer agent or trust company to act as

exchange agent in the Merger (the “Exchange Agent”). At the First Effective Time, Parent shall deposit with the Exchange

Agent evidence of book-entry shares representing the shares of Parent Capital Stock issuable pursuant to Section ‎2.5(a) in

exchange for Company Capital Stock.

(b)            Promptly

after the First Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of

Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary

form and containing such provisions as Parent may reasonably specify (including a provision confirming that (A) delivery of physical

stock certificates representing shares of Company Capital Stock, (the “Company Stock Certificates”) shall be effected,

and risk of loss and title shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (B) a

holder of uncertificated shares of Company Capital Stock shall not be required to deliver Company Stock Certificates and in lieu thereof,

the Exchange Agent shall receive an “agent’s message” in customary form (or such other evidence, if any, as the Exchange

Agent may require, with respect to such uncertificated shares of Company Capital Stock) and (ii) instructions for effecting the

surrender of Company Stock Certificates, or uncertificated shares of Company Capital Stock, in exchange for book-entry shares of Parent

Capital Stock. Upon surrender of a Company Stock Certificate or other reasonable evidence of the ownership of uncertificated Company

Capital Stock to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may

be reasonably required by the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate or uncertificated shares

of Company Capital Stock shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in

a number of whole shares of Parent Capital Stock) that such holder has the right to receive pursuant to the provisions of Section ‎2.5(a) and

Section ‎2.5(c) and (B) the Company Stock Certificate or uncertificated shares of Company Capital

Stock so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7(b), each Company Stock Certificate

or uncertificated shares of Company Capital Stock shall be deemed, from and after the First Effective Time, to represent only the right

to receive book-entry shares of Parent Capital Stock representing the Merger Consideration. If any Company Stock Certificate shall have

been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any shares of Parent Capital

Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect

to such Company Stock Certificate and post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen

or destroyed Company Stock Certificate or any Parent Capital Stock issued in exchange therefor as Parent may reasonably request.

dividends or other distributions declared or made with respect to Parent Capital Stock with a record date after the First Effective Time

shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Capital Stock that such

holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or uncertificated shares of

Company Capital Stock or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 2.7

(at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive

all such dividends and distributions, without interest).

(d)            Any

shares of Parent Capital Stock deposited with the Exchange Agent that remain undistributed to holders of Company Capital Stock as of

the date that is 180 days after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Capital Stock who

have not theretofore surrendered their Company Stock Certificates or uncertificated shares of Company Capital Stock in accordance with

this Section 2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Capital Stock and any

dividends or distributions with respect to shares of Parent Capital Stock.

(e)            No

Person shall be liable to any holder of any Company Capital Stock or to any other Person with respect to any shares of Parent Capital

Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable

abandoned property Law, escheat Law or similar Law.

2.8            Calculation

of Parent Net Cash and Company Valuation.

(a)            No

later than five (5) Business Days before the date of the Parent Stockholder Meeting set forth in the Proxy Statement (the “Calculation

Date”), Parent will deliver to the Company a schedule (the “Parent Net Cash Schedule”) setting forth, in

reasonable detail, Parent’s good faith, estimated calculation of the components of Parent Net Cash (the “Parent Net Cash

Calculation,” and the date of delivery of such schedule being the “Parent Net Cash Schedule Delivery Date”)

as of 11:59 p.m. on the Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared

and certified, via certificate in the form reasonably acceptable to the Company, by Parent’s chief financial officer (or if there

is no chief financial officer at such time, the principal financial and accounting officer for Parent). Parent shall make available to

the Company (electronically to the greatest extent possible) as reasonably requested by the Company, the work papers and back-up materials

used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, Parent’s internal finance

personnel and its accountants and counsel during Parent’s normal business hours and upon reasonably advanced written notice. The

Parent Net Cash Calculation shall include Parent’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(b) necessary

to calculate the Exchange Ratio. During the period beginning on the Parent Net Cash Schedule Delivery Date and ending on the Calculation

Date, the Company shall have an opportunity to review the Parent Net Cash Schedule and Parent shall reasonably cooperate with the Company

in good faith to respond to any questions regarding the Parent Net Cash Schedule raised by the Company; provided that this shall in no

way limit or otherwise affect the Company’s remedies under this Agreement or otherwise, or constitute an acknowledgement by the

Company of the accuracy of the amounts reflected therein. Notwithstanding anything else in this Agreement, the Company may require Parent

to deliver a new Parent Net Cash Schedule if the Closing Date is more than twenty (20) days after the Calculation Date, which date of

delivery shall be deemed the “Calculation Date” hereunder.

(b)            No

later than the Calculation Date, the Company will deliver to Parent a schedule (the “Company Valuation Schedule”)

setting forth, in reasonable detail, the Company’s good faith, estimated calculations of the components of the Company Valuation

(the “Company Valuation Calculation,” and the date of delivery of such schedule being the “Company Valuation

Delivery Date”) as of 11:59 p.m. on the last Business Day prior to the Anticipated Closing Date (the “Company

Valuation Determination Time”) prepared and certified, via certificate in the form reasonably acceptable to Parent, by the

Company’s chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting

officer for the Company). The Company shall make available to Parent (electronically to the greatest extent possible) as reasonably requested

by Parent, the work papers and back-up materials used or useful in preparing the Company Valuation Schedule and, if reasonably requested

by Parent, the Company’s internal finance personnel and its accountants and counsel during the Company’s normal business

hours and upon reasonably advanced written notice. During the period after the delivery of the Company Valuation Schedule and prior to

the Closing, Parent shall have an opportunity to review the Company Valuation Schedule and the Company shall reasonably cooperate with

Parent in good faith to respond to any questions regarding the Company Valuation Schedule raised by Parent; provided, that this

shall in no way limit or otherwise affect the Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement

by Parent of the accuracy of the amounts reflected therein.

later than three (3) Business Days after the Parent Net Cash Schedule Delivery Date (the last day of such period, the “Response

Date”), the Company shall have the right to dispute any part of the Parent Net Cash Calculation by delivering a written notice

to that effect to Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent

known the nature and amounts of any proposed revisions to the Parent Net Cash Calculation and will be accompanied by reasonably detailed

materials supporting the basis for such revisions.

(d)            No

later than three (3) Business Days after the Company Valuation Delivery Date (the last day of such period, the “Company

Valuation Response Date”), Parent shall have the right to dispute any part of the Company Valuation Calculation by delivering

a written notice to that effect to the Company (a “Company Valuation Dispute Notice”) and any Company Valuation Dispute

Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Valuation

Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions.

(e)            If,

on or prior to the Response Date, the Company notifies Parent in writing that it has no objections to the Parent Net Cash Calculation

or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c), then the Parent

Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this

Agreement and to represent the Parent Net Cash at the Cash Determination Time for purposes of this Agreement.

(f)            If,

on or prior to the Company Valuation Response Date, Parent notifies the Company in writing that it has no objections to the Company Valuation

Calculation or, if on the Company Valuation Response Date, Parent fails to deliver a Company Valuation Dispute Notice as provided in

Section 2.8(d), then the Company Valuation Calculation as set forth in the Company Valuation Schedule shall be deemed to

have been finally determined for purposes of this Agreement and to represent the Company Valuation at the Company Valuation Determination

Time for purposes of this Agreement.

(g)            If

the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Parent and the Company shall promptly

meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Parent Net Cash, which

agreed upon the Parent Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent

the Parent Net Cash at the Cash Determination Time for purposes of this Agreement. If Parent delivers a Company Valuation Dispute Notice

on or prior to the Company Valuation Response Date, then Representatives of Parent and the Company shall promptly meet and attempt in

good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the components of the Company Valuation,

which agreed upon Company Valuation amount shall be deemed to have been finally determined for purposes of this Agreement and to represent

the Company Valuation at the Company Valuation Determination Time for purposes of this Agreement.

(h)            If

Representatives of Parent and the Company are unable to negotiate an agreed-upon determination of Parent Net Cash as of the Cash Determination

Time or the components of Company Valuation as of the Company Valuation Determination Time, in each case pursuant to Section ‎2.8(g) within

three days after delivery of the Dispute Notice or the Company Valuation Dispute Notice, as applicable (or such other period as Parent

and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Parent Net Cash or Company Valuation

shall be referred to an independent auditor of recognized national standing jointly selected by Parent and the Company. If the parties

are unable to select an independent auditor within five (5) days, then either Parent or the Company may thereafter request that

either the Boston, Massachusetts Office of the American Arbitration Association or the New York, New York Office of the American Arbitration

Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent

auditor selected by the AAA, the “Accounting Firm”). Parent and the Company shall promptly deliver to the Accounting

Firm the work papers and back-up materials used in preparing the Parent Net Cash Schedule and the Dispute Notice and the Company Valuation

Schedule and the Company Valuation Dispute Notice, and Parent and the Company shall use commercially reasonable efforts to cause the

Accounting Firm to make its determination within five (5) Business Days of accepting its selection. Parent and the Company shall

be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues

with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of

a Representative of each of Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted

to the Accounting Firm. The determination of the amount of Parent Net Cash or the components of the Company Valuation made by the Accounting

Firm shall be made in writing delivered to each of Parent and the Company, shall be final and binding on Parent and the Company and shall

(absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash

at the Cash Determination Time or the components of the Company Valuation at the Company Valuation Determination Time for purposes of

this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(h).

The fees and expenses of the Accounting Firm shall be allocated between Parent and the Company in the same proportion that the disputed

amount of the Parent Net Cash or the Company Valuation that was unsuccessfully disputed by such Party (as finally determined by the Accounting

Firm) bears to the total disputed amount of the Parent Net Cash amount or the components of the Company Valuation. If this Section 2.8(h) applies

as to the determination of the Parent Net Cash at the Cash Determination Time or to the determination of the components of the Company

Valuation at the Company Valuation Determination Time, as applicable, upon resolution of the matter in accordance with this Section 2.8(h),

the Parties shall not be required to determine Parent Net Cash or the Company Valuation again even though the Closing may occur later

than the Anticipated Closing Date, except that either Parent or the Company may request a redetermination of Parent Net Cash or the Company

Valuation if the Closing Date is more than thirty (30) days after the Anticipated Closing Date.

2.9            Contingent

Value Right.

(a)            Prior

to the First Effective Time, Parent shall declare a distribution (the “Closing Distribution”) to holders of Parent

Common Stock and Parent Preferred Stock of record as of immediately prior to the First Effective Time (excluding, for the avoidance of

doubt, any Merger Consideration issuable hereunder but including, for the avoidance of doubt, those shares of Parent Common Stock with

respect to Parent Restricted Stock Awards accelerated pursuant to Section 6.6(e)) of the right to receive one contingent

value right (each, a “CVR”) for each outstanding share of Parent Common Stock or Parent Preferred Stock held by such

stockholder as of such date (less applicable withholding taxes), each representing the right to receive contingent payments upon the

occurrence of certain events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value Rights

Agreement in the form attached hereto as Exhibit E (the “CVR Agreement”). The record date for the Closing

Distribution shall be the close of business on the third Business Day prior to the date on which the First Effective Time occurs and

the payment date for such Closing Distribution shall be one Business Day prior to the First Effective Time; provided that the payment

of such distribution may be conditioned upon the occurrence of the First Effective Time.

(b)            Parent

and the Exchange Agent shall, at or prior to the First Effective Time, duly authorize, execute and deliver the CVR Agreement, subject

to any reasonable revisions to the CVR Agreement that are requested by such Exchange Agent and are reasonably acceptable to the Company

and Parent.

shall pay all costs and fees associated with any action contemplated by this Section 2.9 (the “CVR Fees”).

(d)            To

the extent that Parent Net Cash after giving effect to the Parent Pre-Closing Dividend is greater than the Parent Target Cash Amount,

then the Parties acknowledge and agree that the form of CVR Agreement will be amended to provide for the distribution of the amount by

which Parent Net Cash is greater than the Parent Target Cash Amount to holders of CVRs.

2.10            Further

Action. If, at any time after the First Effective Time, any further action is determined by the Surviving Entity to be necessary

or desirable to carry out the purposes of this Agreement or to vest the Surviving Entity with full right, title and possession of and

to all rights and property of the Company, then the officers and directors of the Surviving Entity shall be fully authorized, and shall

use their and its commercially reasonable efforts (in the name of the Company, in the name of First Merger Sub, in the name of Second

Merger Sub, in the name of the Surviving Entity and otherwise) to take such action.

2.11            Intended

Tax Treatment. The Parties acknowledge and agree that, for U.S. federal (and applicable state and local) income Tax purposes, the

First Merger and the Second Merger, taken together, are intended to constitute an integrated transaction described in Rev. Rul. 2001-46,

2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended

Tax Treatment”). The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury

Regulations Sections 1.368-2(g) and 1.368-3(a).

2.12            Withholding.

Each of the Exchange Agent, Parent and the Surviving Entity shall be entitled to deduct and withhold from any consideration deliverable

pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld from such consideration under applicable

Law; provided that, with respect to any non-compensatory amounts, the Exchange Agent, Parent and the Surviving Entity shall use commercially

reasonable efforts to promptly notify such Persons of any intention to withhold any portion of such consideration and cooperate with

any requests by such Persons to reduce or eliminate any such withholding to the extent permitted by applicable Law. To the extent such

amounts are so deducted or withheld and remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes

under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. All payments made under this

agreement that constitute compensation to employees for services for Tax purposes shall be made through the payroll of the Surviving

Entity or Parent, as applicable.

2.13            Appraisal

Rights.

(a)            Notwithstanding

any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the First

Effective Time and which are held by stockholders or owned by beneficial owners who have exercised and perfected appraisal rights for

such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not

be converted into or represent the right to receive the Merger Consideration described in Section ‎2.5 attributable

to such Dissenting Shares. Such stockholders or beneficial owners shall be entitled to receive payment of the fair value of such shares

of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders or beneficial owners fail to perfect

or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders or owned

by beneficial owners who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares

of Company Capital Stock under the DGCL (whether occurring before, at or after the First Effective Time) shall thereupon be deemed to

be converted into and to have become exchangeable for, as of the First Effective Time, the right to receive the Merger Consideration,

without interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections ‎2.5

and ‎2.7.

(b)            The

Company shall give Parent prompt written notice of any demands by dissenting stockholders or beneficial owners received by the Company,

withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in

connection with such demands, and Parent shall have the right to participate in all negotiations and proceedings with respect to such

demands. The Company shall not, except with Parent’s prior written consent, not to be unreasonably withheld, delayed or conditioned,

make any payment with respect to, or settle or offer to settle, any such demands, or approve any withdrawal of any such demands or agree

to do any of the foregoing.

Section 3. Representations

and Warranties of the Company.

Except as set forth in the

written disclosure document delivered by the Company to Parent (the “Company Disclosure Letter”) concurrently with

the execution of this Agreement, the Company represents and warrants to Parent and Merger Subs as follows:

3.1            Due

Organization; Subsidiaries.

(a)            The

Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all

necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to

own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and

(iii) to perform its obligations under all Contracts by which it is bound.

(b)            The

Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under

the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires

such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would

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

Company has no Subsidiaries and the Company does not own any capital stock or membership interests of, or any equity, ownership or profit

sharing interest of any nature in, or control, directly or indirectly, any other Entity. The Company is not and has never otherwise been,

directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. The Company

has not agreed and is not obligated to make, nor is the Company bound by any Contract under which it may become obligated to make, any

future investment in or capital contribution to any other Entity. The Company has not, at any time, been a general partner of, and has

not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

3.2            Organizational

Documents. The Company has delivered to Parent accurate and complete copies of the Organizational Documents of the Company. The Company

is not in breach or violation of its Organizational Documents in any material respect.

3.3            Authority;

Binding Nature of Agreement. The Company has all necessary corporate power and authority to enter into and to perform its obligations

under this Agreement and to consummate the Contemplated Transactions, subject to obtaining the Required Company Stockholder Vote (as

defined below). The Company Board has (a) determined that the Contemplated Transactions are fair to, advisable and in the best

interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the Contemplated Transactions

and (c) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders

of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed

and delivered by the Company and assuming the due authorization, execution and delivery by Parent, First Merger Sub and Second Merger

Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

subject to the Enforceability Exceptions.

3.4            Vote

Required. The affirmative vote (or written consent) of the holders of (a) a majority of the shares of Company Capital

Stock outstanding on the record date, voting as a single class on an as-converted basis, and (b) the holders of a majority

of the shares of Company Preferred Stock outstanding on the record date and entitled to vote thereon, voting as a separate class, is

the only vote of the holders of any class or series of Company Capital Stock necessary to adopt and approve this Agreement and approve

the Contemplated Transactions (collectively, the “Required Company Stockholder Vote”).

3.5            Non-Contravention;

Consents.

(a)            Assuming

the accuracy of representations set forth in Section 4.5 hereof, except (i) as set forth in Section 3.5(a) of

the Company Disclosure Letter, (ii) the Required Company Stockholder Vote, (iii) compliance with any applicable requirements

of the HSR Act (if applicable) and (iv) the filing of the Certificate of Merger required by the DGCL or DLLCA, neither (x) the

execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions,

will directly or indirectly (with or without notice or lapse of time):

(i)            contravene,

conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents;

(ii)           contravene,

conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated

Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which the Company, or any of the assets owned

or used by the Company, is subject;

(iii)          contravene,

conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right

to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise

relates to the business of the Company, or any of the assets owned, leased or used by the Company;

(iv)          contravene,

conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or

give any Person the right to: (A) declare a default or exercise any remedy under any Company Material Contract, (B) any material

payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract, (C) accelerate the maturity

or performance of any Company Material Contract or (D) cancel, terminate or modify any term of any Company Material Contract, except

in the case of any nonmaterial breach, default, penalty or modification; or

(v)            result

in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for Permitted

Encumbrances).

(b)            Except

for (i) the Required Company Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of

the State of Delaware pursuant to the DGCL or DLLCA, (iii) compliance with any applicable requirements of the HSR Act (if applicable)

and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required

under applicable federal and state securities laws, and (iv) as set forth in Section 3.5(b) of the Company Disclosure

Letter, the Company was not, is not, nor will be required to make any filing with or give any notice to, or to obtain any Consent from,

any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the

Contemplated Transactions.

state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support Agreements

or any of the Contemplated Transactions.

3.6            Capitalization.

(a)            The

authorized capital stock of the Company consists of (i) 56,270,040 shares of Company Common Stock of which 194,445 shares have

been issued and are outstanding as of the date hereof, and (ii) 25,291,667 shares of Company Preferred Stock of which 25,291,667

shares have been issued and are outstanding as of the date hereof. The Company does not hold any shares of its capital stock in its treasury.

As of the date of this Agreement, the Company Capital Stock is held by the Persons and in the amounts set forth in Section ‎3.6(a) of

the Company Disclosure Letter, which further sets forth for each such Person (i) the name of such Person and the number of

shares held, (ii) the class and series of such shares, (iii) the number of the applicable book-entry positions representing

such shares or the number of the certificate representing such shares, and (iv) whether such Person is or has ever been an employee.

Each share of Company Preferred Stock is convertible into one share of Company Common Stock. There are no declared or accrued but unpaid

dividends with respect to any shares of the Company Capital Stock and the Company has never declared or paid any dividend or other distribution.

(b)            All

of the outstanding Company Capital Stock as set out in Section ‎3.6(a) of the Company Disclosure Letter

have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances other than Encumbrances

set forth in the Organizational Documents, arising under applicable securities Laws or Encumbrances created by Parent. None of the outstanding

Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right

and none of the outstanding Company Capital Stock is subject to any right of first refusal in favor of the Company. Except as contemplated

herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging

or otherwise disposing of (or granting any option or similar right with respect to), any Company Capital Stock. The Company is not under

any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire

any outstanding Company Capital Stock or other securities. Section ‎3.6(b) of the Company Disclosure Letter

accurately and completely describes all repurchase rights held by the Company with respect to Company Capital Stock (including shares

issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

Company has reserved 2,222,222 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company

pursuant to the Company Stock Plan. As of the date hereof, 2,027,778 shares of Company Common Stock remain available for issuance pursuant

to the Company Stock Plan. Except for the Company Stock Plan and as set forth on Section 3.6(c) of the Company Disclosure

Letter, the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based

compensation for any Person. Section 3.6(c) of the Company Disclosure Letter sets forth the following information

with respect to each Company Option and Company RSU outstanding as of the date hereof: (i) the name of the holder, (ii) the

number of shares of Company Common Stock subject to such Company Option or Company RSU as of the date hereof, (iii) the exercise

price of such Company Option, (iv) the date on which such Company Option or Company RSU was granted, (v) the applicable vesting

schedule, including any acceleration provisions, (vi) the date on which such Company Option expires, (vii) whether such Company

Option is intended to be an “incentive stock option” (as defined in the Code) or a nonqualified stock option and (viii) the

Stock Plan pursuant to which such Company Option or Company RSU was granted.

(d)            Except

as set forth on Section ‎3.6(d) of the Company Disclosure Letter, there is no: (i) outstanding subscription,

option, call, warrant or right (whether or not currently exercisable) to acquire any Company Capital Stock or other securities of the

Company, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares

of the capital stock or other securities of the Company, (iii) stockholder rights plan (or similar plan commonly referred to as

a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any Company Capital

Stock or any other securities or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a

claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities

of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights

with respect to the Company.

(e)            All

outstanding Company Capital Stock, Company Options, Company RSUs and other securities of the Company have been issued and granted in

compliance in all material respects with (i) all applicable securities laws and other applicable Law and (ii) all requirements

set forth in applicable Contracts.

(f)            The

Company Capital Stock are uncertificated.

3.7            Financial

Statements.

(a)            As

of the Closing, the Company has delivered to Parent accurate and complete copies of (i) the audited balance sheet of the Company

as at December 31, 2025, and the related audited statements of operations, changes in stockholders’ equity and cash flows

of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent

auditors, and (ii) the unaudited balance sheet of the Company as at March 31, 2026 (the “Balance Sheet Date”),

and the related unaudited statements of income and cash flows of the Company, together with all related notes and schedules thereto (collectively,

the “Company Financial Statements”).

(b)            The

Company maintains a system of internal accounting controls 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 in conformity with GAAP and to maintain accountability of the Company’s

assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific

authorization and (iv) the recorded accountability for the Company’s assets is compared with the existing assets at regular

intervals and appropriate action is taken with respect to any differences. The Company maintains internal controls consistent with the

practices of similarly situated private companies over financial reporting that provides reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes.

the Company Disclosure Letter lists, and the Company has delivered to Parent accurate and complete copies of the documentation creating

or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation

S-K under the Exchange Act) effected by the Company.

(d)            There

have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed

by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the Company

Board or any committee thereof. 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, (ii) any

fraud, whether or not material, that involves the Company, the Company’s management or other employees who have a role in the preparation

of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding

any of the foregoing.

3.8            Absence

of Changes. Except as set forth on Section 3.8 of the Company Disclosure Letter, since the Balance Sheet Date, the Company

has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the

discussions, negotiations and transactions related thereto) and there has not been any (a) Company Material Adverse Effect or (b) action,

event or occurrence that would have required consent of Parent pursuant to Section ‎5.2(b) of this Agreement had

such action, event or occurrence taken place after the execution and delivery of this Agreement.

3.9            Absence

of Undisclosed Liabilities. Since the Balance Sheet Date, the Company does not have any liability, indebtedness, obligation, expense,

claim, deficiency, guaranty or endorsement of any kind, whether accrued, absolute, contingent, matured, unmatured or otherwise (each

a “Liability”), except for: (a) Liabilities disclosed, reflected or reserved against (or to be disclosed, reflected

or reserved against) in the Company Financial Statements, (b) normal and recurring current Liabilities that have been incurred

by the Company since the date hereof in the Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty,

tort, infringement or violation of Law), (c) Liabilities for performance of obligations of the Company under Company Contracts,

(d) Liabilities incurred in connection with the Contemplated Transactions, and (e) Liabilities described in Section ‎3.9

of the Company Disclosure Letter.

3.10          Title

to Assets. The Company owns and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests

in, all tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned

by it, including all tangible assets reflected in the books and records of the Company as being owned by the Company. All of such assets

are owned or, in the case of leased assets, leased by the Company free and clear of any Encumbrances, other than Permitted Encumbrances.

3.11          Real

Property; Leasehold. The Company does not own and has never owned any real property, nor is the Company party to any agreement to

purchase or sell any real property. The Company has made available to Parent (a) an accurate and complete list of all real

properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate

that is in the possession of or leased by the Company and (b) copies of all leases under which any such real property is possessed

(the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder

by the Company or to the Company’s Knowledge, the other party thereto.

3.12          Intellectual

Property.

(a)            Section ‎3.12(a) of

the Company Disclosure Letter is an accurate, true and complete listing of all Company Registered IP. All Company Registered IP is subsisting

and in full force and effect and, to Company’s Knowledge, all Company Registered IP (other than pending applications) is valid

and enforceable. All fees due to, and all documents, powers and other filings required to be filed with, a Governmental Authority with

respect to any such Company Registered IP have been fully and timely paid and filed as necessary for the filing, prosecuting, obtaining

grant of and maintaining such item of Company Registered IP.

(b)            Section ‎3.12(b) of

the Company Disclosure Letter is an accurate, true and complete listing of (i) all Company Contracts pursuant to which any Company

IP Rights are licensed to the Company (other than (A) any non-customized software that (1) is so licensed solely in executable

or object code form pursuant to a non-exclusive, 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

products or services, (B) any Intellectual Property licensed on a non-exclusive basis ancillary to the purchase or use of services,

equipment, reagents or other materials, (C) any confidential information provided under confidentiality agreements and (D) agreements

between Company and its employees in Company’s standard form thereof) and (ii) whether the license or licenses granted to

the Company are exclusive or non-exclusive.

the Company Disclosure Letter is an accurate, true and complete listing of each Company Contract pursuant to which any Person has been

granted any license, sublicense, option or covenant not to sue under, or otherwise has received or acquired any right (whether or not

currently exercisable) or interest in, any Company IP Rights, including coexistence agreements, prior rights agreements, rights of first

refusal, rights of last refusal, immunities from suit and rights to indemnification (other than (i) any confidential information

provided under confidentiality agreements and (ii) any Company IP Rights non-exclusively licensed to academic collaborators, suppliers

or service providers for the sole purpose of enabling such academic collaborator, supplier or service providers to provide services for

the Company’s benefit).

(d)            The

Company is not bound by, and no Company IP Rights are subject to, any Contract containing any covenant or other provision that in any

way limits or restricts the ability of the Company to use, exploit, assert or enforce any Company IP Rights anywhere in the world.

(e)            (i) The

Company exclusively owns all right, title and interest to and in Company IP Rights (other than (A) Company IP Rights licensed to

the Company, or co-owned rights each as identified in Section ‎3.12(e) of the Company Disclosure Letter,

(B) any non-customized software that (1) is licensed to the Company solely in executable or object code form pursuant to

a non-exclusive, 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 products or services and (C) any

Intellectual Property licensed on a non-exclusive basis ancillary to the purchase or use of services, equipment, reagents or other materials)

(“Company Owned IP Rights”), (ii) all Company Owned IP Rights and, to the Knowledge of Company, other Company

IP Rights that are exclusively licensed to Parent are free and clear of any Encumbrances (other than Permitted Encumbrances), and (iii) Company

owns, or has a valid and enforceable right pursuant to a binding written Contract to use, all material Company IP Rights currently used

or practiced by Company. Without limiting the generality of the foregoing:

(i)            To

the Knowledge of Company, all documents and instruments necessary to register or apply for or renew registration of Company Registered

IP have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Authority.

(ii)            Except

for instances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to

the Knowledge of Company, each Person who is or was an employee or contractor of the Company and who is or was involved in the creation

or development of any Intellectual Property for the Company has signed a valid, enforceable agreement containing a present assignment

of such Intellectual Property to the Company and confidentiality provisions protecting trade secrets and confidential information of

the Company.

(iii)            To

the Knowledge of the Company, no current or former stockholder, officer, director or employee of the Company has any claim, right (whether

currently exercisable, or exercisable in the future) or interest to or in any Company IP Rights purported to be owned by the Company.

To the Knowledge of the Company, no employee of the Company is (A) bound by or otherwise subject to any Contract restricting him

or her from performing his or her duties for the Company or (B) in breach of any Contract with any former employer or other Person

concerning Company IP Rights purported to be owned by the Company or confidentiality provisions protecting trade secrets and confidential

information comprising Company IP Rights purported to be owned by the Company.

(iv)            No

funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational institution

were used, directly or indirectly, to develop or create, in whole or in part, any Company IP Rights in which the Company has an ownership

interest, except for any such funding or use of facilities or personnel that does not result in such Governmental Authority or institution

owning such Company IP Rights or the right to receive royalties or other remuneration for the practice of such Company IP Rights as of

the date of this Agreement.

(v)            The

Company has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary

information that the Company holds, or purports to hold, as confidential or a trade secret.

(vi)            The

Company has not assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Company IP

Rights to any other Person.

(f)            The

Company has delivered or made available to Parent a complete and accurate copy of all Company IP Rights Agreements. With respect to each

of the Company IP Rights Agreements: (i) each such agreement is valid and binding on the Company and in full force and effect,

(ii) the Company has not received any written notice of termination or cancellation under such agreement, or received any written

notice of breach or default under such agreement, which breach has not been cured or waived and (iii) the Company, and to the Knowledge

of the Company, no other party to any such agreement, is not in breach or default thereof in any material respect.

(g)            To

the Knowledge of the Company, the conduct of the business of the Company as has been conducted in the past three (3) years and

as is currently being conducted, 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 (i) has not violated and does not presently violate

any license or agreement between the Company and any other Person, and, (ii) to the Knowledge of the Company, has not infringed,

misappropriated or otherwise violated and does not presently infringe, misappropriate or otherwise violate any valid and issued Patent

right or other Intellectual Property of any other Person, which infringement, misappropriation or violation would reasonably be expected

to have a Company Material Adverse Effect. To the Knowledge of the Company, during the past three (3) years, no Person has engaged

in the unauthorized use of, or has infringed, misappropriated or otherwise violated any Patents within the Company IP Rights, or otherwise

violating any Company IP Rights Agreement.

(h)            As

of the date of this Agreement, and during the past three (3) years, Company is not, nor has been, a party to any, or is the subject

of any pending or, to the Company’s Knowledge, threatened, Legal Proceeding (including, but not limited to, opposition, interference

or other proceeding in any patent or other government office) contesting the validity, enforceability, claim construction, ownership

or right to use, sell, offer for sale, license or dispose of any Company IP Rights. The Company has not received any written notice asserting

that any Company IP Rights or the proposed use, sale, offer for sale, license or disposition of products, methods or processes claimed

or covered thereunder infringes or misappropriates or violates the rights of any other Person or that the Company has otherwise infringed,

misappropriated or otherwise violated any Intellectual Property of any Person. None of the Company IP Rights is subject to any outstanding

order of, judgment of, decree of or agreement with any Governmental Authority that limits the ability of the Company to exploit any Company

IP Rights.

(i)              Each

item of Company Registered IP is and at all times has been filed and maintained in compliance in all material respects with all applicable

Law and all filings, payments and other actions required to be made or taken to maintain such item of Company Registered IP in full force

and effect have been made by the applicable deadline. To the Knowledge of the Company, all Company Registered IP that is issued or granted

is valid and enforceable.

(j)              To

the Knowledge of the Company, no trademark (whether registered or unregistered) or trade name owned, used or applied for by the Company

conflicts or interferes with any trademark (whether registered or unregistered) or trade name owned, used or applied for by any other

Person. None of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company has

or purports to have an ownership interest has been impaired as determined by the Company in accordance with GAAP.

(k)             Except

as set forth in Sections 3.12(b), ‎3.12(c) or ‎3.12(k) of the Company Disclosure

Letter or as contained in “off-the-shelf” license agreements entered into in the Ordinary Course of Business by the Company,

(i) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any

Intellectual Property infringement, misappropriation, or similar claim which is material to the Company, taken as a whole, and (ii) the

Company has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another

Person for infringement, misappropriation, or violation of any Intellectual Property right, which assumption, agreement or responsibility

remains in force as of the date of this Agreement.

(l)              None

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

of its obligations hereunder conflict or will conflict with, alter or impair any of Company’s rights in, to and under any material

Company IP Rights or the validity, enforceability, priority, scope or duration of any material Company IP Rights. Without limiting the

foregoing, to the Knowledge of Company, the Company is not party to any Contract that, as a result of such execution, delivery and performance

of this Agreement, will cause the grant of any license or other right to any Company IP Rights, result in breach of, default under or

termination of such Contract with respect to any Company IP Rights, or impair the right of the Company or the Surviving Entity and its

Subsidiaries to use, sell or license or enforce any Company IP Rights or portion thereof, except for the occurrence of any such grant

or impairment that would not individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

3.13         Agreements,

Contracts and Commitments.

(a)            Section 3.13(a) of

the Company Disclosure Letter lists the following Company Contracts in effect as of the date of this Agreement other than the Subscription

Agreement (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):

(i)                each

Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(ii)               each

Company Contract containing (A) any covenant limiting the freedom of the Company or the Surviving Entity to engage in any line of

business or compete with any Person, or limiting the development, manufacture or distribution of the Company’s products or services

(B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision;

(iii)              each

Company Contract (A) pursuant to which any Person granted the Company an exclusive license under any Intellectual Property, or (B) pursuant

to which the Company granted any Person an exclusive license under any Company IP Rights;

(iv)              each

Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $250,000 pursuant

to its express terms and not cancelable without penalty;

(v)               each

Company Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or of a product;

(vi)              each

Company Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in each case,

involving payments in excess of $250,000 after the date of this Agreement;

(vii)             each

Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or

instruments relating to the borrowing of money or extension of credit in excess of $250,000 or creating any material Encumbrances with

respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company;

(viii)            each

Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express

terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions), (B) any agreement

involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company, (C) any

dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which

the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the

Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or

(D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright registration

to or from any third party to manufacture or produce any product, service or technology of the Company or any Contract to sell, distribute

or commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the Ordinary Course

of Business;

(ix)               each

Company Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory

services to the Company in connection with the Contemplated Transactions and requiring payments by Company after the date of this Agreement

in excess of $250,000 pursuant to its express terms;

(x)                each

Company Contract to which the Company is a party or by which any of its assets and properties is currently bound, which involves annual

obligations of payment by, or annual payments to, the Company in excess of $1,000,000;

(xi)               each

Company Contract entered into in settlement of any Legal Proceeding or other dispute pursuant to which the Company has outstanding obligations

to pay consideration in excess of $250,000;

(xii)              any

other Company Contract that is not terminable at will (with no penalty or payment) by the Company, and (A) which involves payment

or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment of more than $250,000 in

the aggregate, or obligations after the date of this Agreement in excess of $250,000 in the aggregate or (B) that is material to

the business or operations of the Company taken as a whole; or

(xiii)             Company

Real Estate Leases.

(b)            The

Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments

thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor to the Company’s Knowledge,

as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received

notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such a manner,

and, if such Company Material Contract provides for a cure period, the Company or such other party fails to have cured such breach, violation

or default, so that any other party or the Company, as the case may be, is permitted to modify, cancel or terminate any such Company

Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Company Material Adverse

Effect. As to the Company, as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full

force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company

Material Contract to change, any material amount paid or payable to the Company under any Company Material Contract or any other material

term or provision of any Company Material Contract.

3.14         Compliance;

Permits; Restrictions.

(a)            The

Company is, and has been in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order or

other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against the

Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect

of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the

conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s

ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect

of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

(b)            Except

for matters regarding the U.S. Food and Drug Administration (or any successor agency thereto) (“FDA”) or other comparable

Governmental Authority responsible for regulation of the development, testing, manufacturing, processing, storage, labeling, sale, marketing,

advertising, promotion, warehousing, distribution and importation or exportation of drug, biologics or medical device products (“Drug/Device

Regulatory Agency”), the Company holds all required Governmental Authorizations for the operation of the business of the Company

as currently conducted (the “Company Permits”). Section ‎3.14(b) of the Company Disclosure

Letter identifies each Company Permit. The Company is in material compliance with the terms of the Company Permits. No Legal Proceeding

is pending or, to the Knowledge of the Company, threatened, which seeks to revoke, substantially limit, suspend or materially modify

any Company Permit. The rights and benefits of each Company Permit will be available to the Surviving Entity or its Subsidiaries, as

applicable, immediately after the Second Effective Time on terms substantially identical to those enjoyed by the Company as of the date

of this Agreement and immediately prior to the First Effective Time.

are no Legal Proceedings pending or, to the Knowledge of the Company, threatened with respect to an alleged violation by the Company

of the Federal Food, Drug, and Cosmetic Act (“FDCA”), the Public Health Service Act (“PHSA”), FDA

regulations adopted thereunder, the Controlled Substances Act or any other similar Law promulgated by a Drug/Device Regulatory Agency.

(d)            The

Company holds all required Governmental Authorizations issuable by any Drug/Device Regulatory Agency necessary for the conduct of the

business of the Company as currently conducted, and the development, testing, manufacturing, processing, storage, labeling, sale, marketing,

advertising, promotion, warehousing, distribution and importation or exportation, as currently conducted, of any of its products or product

candidates (the “Company Product Candidates”) (collectively, the “Company Regulatory Permits”),

and no such Company Regulatory Permit has been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified

in any adverse manner, other than immaterial modifications. Section 3.14(d) of the Company Disclosure Letter identifies

each Company Regulatory Permit. The Company has timely maintained and is in compliance in all material respects with the Company Regulatory

Permits and has not received any written notice or correspondence or, to the Knowledge of the Company, other communication from any Drug/Device

Regulatory Agency regarding (A) any material violation of or failure to comply materially with any term or requirement of any Company

Regulatory Permit or (B) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Company

Regulatory Permit. The Company has made available to Parent all material information in the Company’s possession or control relating

to material Company Product Candidates and the development, testing, manufacturing, processing, storage, labeling, sale, marketing, advertising,

promotion, warehousing, distribution and importation or exportation of the Company Product Candidates, including but not limited to complete

copies of the following (to the extent there are any): (x) adverse event reports; preclinical, clinical and other study reports

and material study data; inspection reports, notices of adverse or inspectional findings, untitled letters, warning letters, It

Has Come To Our Attention letters, filings and letters and other written correspondence to and from any Drug/Device Regulatory Agency;

and meeting minutes with any Drug/Device Regulatory Agency and (y) similar reports, material study data, notices, letters, filings,

correspondence and meeting minutes with any other Governmental Authority. All such information is accurate and complete in all material

respects.

(e)            All

clinical, preclinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company, or, to the knowledge of

the Company, in which the Company or its current products or product candidates, including the Company Product Candidates, have participated,

were, and, if still pending, are being conducted in accordance in all material respects with standard medical and scientific research

procedures, in accordance in all material respects with the applicable protocols and in compliance in all material respects with the

applicable regulations of the Drug/Device Regulatory Agencies and other applicable Law, including 21 C.F.R. Parts 11, 50, 54, 56, 58,

312 and 812. The Company or entities conducting studies on behalf of the Company have not received any written notices, correspondence

or other communications from any Drug/Device Regulatory Agency, Governmental Authority, institutional review board, ethics committee

or safety monitoring committee requiring, or to the Knowledge of the Company threatening to initiate, any action to place a clinical

hold order on, or otherwise terminate, delay or suspend any clinical studies conducted by or on behalf of, or sponsored by, the Company

or, to the knowledge of the Company, in which the Company or its current products or product candidates, including the Company Product

Candidates, have participated. All clinical studies conducted by or on behalf of, or sponsored by, the Company, or, to the knowledge

of the Company, in which the Company or its current products or product candidates, including the Company Product Candidates, have participated,

have not been withdrawn, materially delayed, terminated or subject to a clinical hold and no information exists that a clinical trial

will be withdrawn, materially delayed, terminated or subject to a clinical hold. Further, no clinical investigator, researcher or clinical

staff participating in any clinical study conducted by or, to the Knowledge of the Company, on behalf of the Company has been disqualified

from participating in studies involving the Company Product Candidates, and to the Knowledge of the Company, no such administrative action

to disqualify such clinical investigators, researchers or clinical staff has been threatened or is pending.

(f)            The

Company and its officers, directors, employees and agents are not, and, to the Knowledge of the Company, no contract manufacturer with

respect to any Company Product Candidate is, the subject of any pending or, to the Knowledge of the Company, threatened investigation

in respect of the Company’s business or products, including Company Product Candidates, by the FDA pursuant to its “Fraud,

Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10,

1991) and any amendments thereto or by any other Drug/Device Regulatory Agency under a comparable policy. Neither the Company, nor any

of its officers, directors, employees or agents have been debarred or excluded from participation in any federal healthcare programs.

The Company and its officers, directors, employees and agents have not, and to the Knowledge of the Company, no contract manufacturer,

nor their respective officers, directors, employees or agents, with respect to any Company Product Candidate has committed any acts,

made any statement or failed to make any statement, in each case in respect of its business or products that would violate the FDA’s

“Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto or

a comparable policy of any other Drug/Device Regulatory Agency. None of the Company and its officers, directors, employees and agents,

and to the Knowledge of the Company, any contract manufacturer with respect to any Company Product Candidate, or any of their respective

officers, directors, employees or agents is currently or has been debarred, convicted of any crime or is engaging or has engaged in any

conduct that could result in a debarment or exclusion under (i) 21 U.S.C. Section 335a or (ii) any similar applicable

Law. To the Knowledge of the Company, no debarment or exclusionary claims, actions, proceedings or investigations in respect of their

business or products are pending or threatened against the Company and its officers, directors, employees and agents, and to the Knowledge

of the Company, any contract manufacturer with respect to any Company Product Candidate, or any of their respective officers, employees

or agents.

(g)            All

manufacturing operations conducted by, or to the Knowledge of the Company, for the benefit of the Company in connection with any Company

Product Candidate have been and are being conducted in compliance in all material respects with applicable Laws, including the FDA’s

standards for current good manufacturing practices, including applicable requirements contained in 21 C.F.R. Parts 210, 211 and 600-610,

and 820 and the respective counterparts thereof promulgated by Governmental Authorities in countries outside the United States.

(h)            Neither

the Company nor, to the Knowledge of the Company, any manufacturing site of a contract manufacturer or laboratory, with respect to any

Company Product Candidate, (i) is subject to a Drug/Device Regulatory Agency shutdown or import or export prohibition or (ii) has

received any Form FDA 483, notice of violation, warning letter, untitled letter or similar correspondence or notice from the FDA

or other Drug/Device Regulatory Agency alleging or asserting material noncompliance with any applicable Law, in each case, that have

not been complied with or closed to the satisfaction of the relevant Drug/Device Regulatory Agency, and, to the Knowledge of the Company,

neither the FDA nor any other Drug/Device Regulatory Agency is considering such action.

3.15         Legal

Proceedings; Orders.

(a)            There

is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding:

(i) that involves the Company or any Company Associate (in his or her capacity as such) or any of the material assets owned or used

by the Company or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering

with, the Contemplated Transactions.

(b)            There

is no Order to which the Company, or any of the material assets owned or used by the Company, is subject. To the Knowledge of the Company,

no officer or Company Key Employee is subject to any Order that prohibits such officer or Company Key Employee from engaging in or continuing

in any conduct, activity or practice relating to the Company or any material assets owned or used by the Company.

3.16            Tax

Matters.

(a)            The

Company has timely filed (or caused to be timely filed) all income Tax Returns and all other material Tax Returns required to be filed

by the Company under applicable Law (taking into account any applicable extensions). All such Tax Returns were true, correct and complete

in all material respects. Subject to exceptions as would not be material, no written claim has been made by a Governmental Authority

in a jurisdiction where the Company does not file Tax Returns that the Company is subject to taxation by that jurisdiction.

(b)            All

material amounts of Taxes due and owing by the Company (whether or not shown on any Tax Return) have been timely paid (taking into account

any applicable extensions).

Company has withheld and paid to the appropriate Governmental Authority all material Taxes required to have been withheld and paid in

connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(d)            There

are no Encumbrances for a material amount of Taxes (other than Encumbrances described in clause (a) of the definition of “Permitted

Encumbrances”) upon any of the assets of the Company.

(e)            No

deficiencies for a material amount of Taxes with respect to the Company have been claimed, proposed or assessed by any Governmental Authority

in writing that have not been timely paid in full. There are no pending (or, based on written notice, threatened) material audits, assessments,

examinations or other actions for or relating to any liability in respect of Taxes of the Company. The Company has not granted a waiver

of any statute of limitations in respect of a material amount of Taxes or an extension of time with respect to a material Tax assessment

or deficiency that, in each case, is currently in effect, other than waivers resulting from automatically granted extensions of time

to file Tax Returns.

(f)            The

Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code

in the last five (5) years.

(g)            The

Company is not a party to any Tax allocation, Tax sharing or similar agreement (including indemnity arrangements), other than customary

commercial Contracts entered into in the Ordinary Course of Business the primary purpose of which does not relate to Tax (an “Ordinary

Course Agreement”).

(h)            The

Company has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common

parent of which is the Company). The Company has no Liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6

(or any similar provision of state, local, or foreign law), as a transferee or successor, or by Contract (other than an Ordinary Course

Agreement).

(i)            The

Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported

or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code.

(j)            The

Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or

301.6111-2(b)(2).

(k)            The

Company is not aware of any facts or circumstances and has not taken or agreed to take any action, in each case, that would reasonably

be expected to prevent or impede the Intended Tax Treatment.

3.17         Employee

and Labor Matters; Benefit Plans.

(a)            The

Company has made available to Parent a list setting forth, for each Company Associate who is an employee of the Company, whether full-

or part-time, such employee’s annual salary (or if hourly, hourly rate), most recent annual bonus received, and current annual

bonus opportunity. No Company Key Employee has indicated to the Company that he or she intends to resign or retire as a result of the

transactions contemplated by this Agreement or otherwise. The Company has made available to Parent a list setting forth, for each Company

Associate who is an individual independent contractor engaged by the Company, such contractor’s rate of compensation.

(b)            The

Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, to the extent currently effective

and material.

Company is not a party to, bound by the terms of, and does not have a duty to bargain under, any collective bargaining agreement or other

Contract with a labor organization representing its employees, and there are no labor organizations representing or, to the Knowledge

of the Company, purporting to represent or seeking to represent any employees of the Company.

(d)            Section ‎3.17(d) of

the Company Disclosure Letter lists all material Company Employee Plans (other than employment arrangements which are terminable “at

will” without any contractual obligation on the part of the Company to make any severance, termination, change in control or similar

payment and that are substantively identical to the employment arrangements made available to Parent).

(e)            Each

Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination

or opinion letter with respect to such qualified status from the IRS. To the Knowledge of the Company, nothing has occurred that would

reasonably be expected to adversely affect the qualified status of any such Company Employee Plan or the exempt status of any related

trust.

(f)            Each

Company Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms and all applicable

Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine

claims for benefits) is pending or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan. All payments

and/or contributions required to have been made with respect to all Company Employee Plans either have been made or have been accrued

in accordance with the terms of the applicable Company Employee Plan and applicable Law, in each case, except as would not be material

to the Company.

(g)            Neither

the Company nor any of its ERISA Affiliates maintains, contributes to or is required to contribute to, or has, in the past six (6) years,

maintained, contributed to or been required to contribute to (i) any “employee benefit plan” that is or was subject

to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any funded welfare

benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer

Welfare Arrangement. Neither the Company nor any of its ERISA Affiliates has in the past six (6) years incurred any liability under

Title IV of ERISA.

(h)            No

Company Employee Plan provides for, and the Company has not promised to provide any, medical or other welfare benefits to any service

provider beyond termination of service or retirement, other than (i) pursuant to COBRA or an analogous state law requirement or

(ii) continuation coverage through the end of the month in which such termination or retirement occurs.

(i)             No

Company Employee Plan is subject to any law of a foreign jurisdiction outside of the United States.

(j)             Each

Company Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under

Section 409A(d)(1) of the Code and the guidance thereunder) (each, a “Company 409A Plan”) has been operated

and maintained in all material respects in operational and documentary compliance with the requirements of Section 409A of the Code

and the applicable guidance thereunder. No payment to be made under any Company 409A Plan is or, when made in accordance with the terms

of the Company 409A Plan, can reasonably be expected to be subject to the penalties of Section 409A(a)(1) of the Code.

(k)            The

Company is, and has been, in material compliance with all applicable federal, state and local laws, rules and regulations respecting

employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination,

retaliation and harassment, equal employment, fair employment practices, meal and rest periods, immigration status, employee and workplace

safety and health, wages (including overtime wages), compensation, hours of work, “plant closings” and “mass layoffs”

within the meaning of the Worker Adjustment and Retraining Act of 1988 or similar state or local law (the “WARN Act”),

labor practices or disputes, restrictive covenants, employment agreements, workers’ compensation and long-term disability policies,

leaves of absence and worker privacy (collectively, “Employment-Related Laws”), and in each case, with respect to

employees of the Company: (i) has withheld and reported all material amounts required by law or by agreement to be withheld and

reported with respect to wages, salaries and other payments to employees, (ii) is not liable for any material amounts of arrears

of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for

any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect

to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to

be made in the Ordinary Course of Business). There are no material Legal Proceedings, claims, labor disputes or organizing activities,

or grievances pending or, to the Knowledge of the Company, threatened or reasonably anticipated against or involving the Company or any

trustee of the Company relating to any employee, contingent worker, director, employment agreement or Employee Plan (other than routine

claims for benefits) or Employment-Related Laws. To the Knowledge of the Company, there are no material pending or threatened or reasonably

anticipated claims or actions against the Company or any trustee under any workers’ compensation policy or long-term disability

policy. The Company is not a party to a conciliation agreement, consent decree or other agreement or Order with any federal, state or

local agency or Governmental Authority with respect to employment practices.

(l)            The

Company has no material liability with respect to any misclassification, since its incorporation, of: (i) any Person as an independent

contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly

classified as exempt from overtime wages. The Company has not taken any action which would constitute a “plant closing” or

“mass layoff” within the meaning of the WARN Act, issued any notification of a plant closing or mass layoff required by the

WARN Act (nor has the Company been under any requirement or obligation to issue any such notification), or incurred any liability or

obligation under the WARN Act that remains unsatisfied.

(m)            To

the Company’s Knowledge, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout,

job action, union, organizing activity, question concerning representation or any similar activity or dispute, by or with respect to

any Company Associates. No event has occurred within the past six months, and no condition or circumstance exists, that, to the Company’s

Knowledge, might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown,

work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute.

(n)            The

Company is not, nor has the Company been, engaged in any material unfair labor practice within the meaning of the National Labor Relations

Act. There is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of the Company, threatened

or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant

closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment

statute or regulation, safety or discrimination matter involving any current or former employee of the Company including charges of unfair

labor practices or discrimination complaints.

(o)            There

is no contract, agreement, plan or arrangement to which the Company is a party or by which it is bound to compensate any of its employees

or other service providers for any income or excise taxes paid pursuant to Section 4999 or Section 409A of the Code.

(p)            The

Company is not a party to any Contract that as a result of the execution and delivery of this Agreement, the stockholder approval of

this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in conjunction with any other event)

(i) result in the payment of any “parachute payment” within the meaning of Section 280G of the Code or (ii) result

in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or benefit to

any employee, officer, director or other service provider of the Company.

3.18         Environmental

Matters. The Company has complied with all applicable Environmental Laws, which compliance includes the possession by the Company

of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance with the terms and conditions

thereof, except for any failure to be in compliance that, individually or in the aggregate, would not result in a Company Material Adverse

Effect. The Company has not received any written notice or other communication (in writing or otherwise), whether from a Governmental

Authority, citizens group, employee or otherwise, that alleges that the Company is not in compliance with any Environmental Law and,

to the Knowledge of the Company, there are no circumstances that may prevent or interfere with the Company’s compliance with any

Environmental Law in the future, except where such failure to comply would not reasonably be expected to have a Company Material Adverse

Effect. To the Knowledge of the Company: (i) no current or prior owner of any property leased or controlled by the Company has received

any written notice or other communication relating to property owned or leased at any time by the Company, whether from a Governmental

Authority, citizens group, employee or otherwise, that alleges that such current or prior owner or the Company is not in compliance with

or violated any Environmental Law relating to such property and (ii) the Company has no material liability under any Environmental

Law. The Company has made available all environmental site assessments, environmental audits and other material environmental documents

in the Company’s possession or control relating to the Company, including the Company’s business and current or former facilities.

3.19         Insurance.

The Company has delivered to Parent accurate and complete copies of all material insurance policies and all material self-insurance programs

and arrangements relating to the business, assets, liabilities and operations of the Company. Each of such insurance policies is in full

force and effect and the Company is in compliance in all material respects with the terms thereof. Other than customary end of policy

notifications from insurance carriers, the Company has not received any notice or other communication regarding any actual or possible:

(i) cancellation or invalidation of any insurance policy or (ii) refusal or denial of any coverage, reservation of rights or

rejection of any material claim under any insurance policy. The Company has provided timely written notice to the appropriate insurance

carrier(s) of each Legal Proceeding pending against the Company, and no such carrier has issued a denial of coverage or a reservation

of rights with respect to any such Legal Proceeding, or informed the Company of its intent to do so.

3.20         No

Financial Advisors. Except as set forth on Section ‎3.20 of the Company Disclosure Letter, no broker, finder or investment

banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in

connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company.

3.21         Transactions

with Affiliates. Section ‎3.21 of the Company Disclosure Letter describes any material transactions or relationships

between, on one hand, the Company and, on the other hand, any (a) executive officer or director of the Company or any of such executive

officer’s or director’s immediate family members, (b) owner of more than 5% of the voting power of the outstanding Company

Capital Stock or (c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation

S-K under the Securities Act) of any such officer, director or owner (other than the Company) in the case of each of (a), (b) or

(c) that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

3.22         Privacy

and Data Security. The Company is and has at all times been in compliance with all applicable Privacy Laws and the applicable terms

of any Company Contracts governing privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach

notification, data localization, sending solicited or unsolicited electronic mail or text messages, cookies or other tracking technology,

or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing of, Personal Information (including

any such information of individuals, clinical trial participants, patients, patient family members, caregivers or advocates, physicians

and other health care professionals, clinical trial investigators, researchers, pharmacists that interact with the Company in connection

with the operation of the Company’s business), except, in each case, for such noncompliance as has not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, the Company

(a) has implemented and maintains reasonable written policies and procedures that materially comply with applicable Privacy Laws

and are designed to protect the privacy and security of Personal Information (the “Privacy Policies”) and (b) has

complied with such Privacy Policies, except for such noncompliance as has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no Legal Proceeding has been asserted or threatened

against the Company by any Person alleging a violation of Privacy Laws, Privacy Policies, or the applicable terms of any Company Contracts

governing privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach notification, data localization,

sending solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, or the collection, handling,

use, maintenance, storage, disclosure, transfer, or other processing of, Personal Information. To the Knowledge of the Company, there

have been no data security incidents or data breaches or other adverse events or incidents that have resulted in any unauthorized access,

use, disclosure, modification or destruction of, Personal Information or other data in the possession or control of the Company or any

service provider acting on behalf of the Company, in each case, where such incident, breach or event resulted in a notification obligation

to any Person under applicable Law or pursuant to the terms of any Company Contract. To the Knowledge of the Company, the Company is

not a “covered entity” or a “business associate” as those terms are defined under the Health Insurance Portability

and Accountability Act, as amended.

3.23         Trade

Control Laws. Since the Company’s incorporation, the Company has been in material compliance with all applicable anti-corruption,

import, export control, and economic and trade sanctions laws, regulations, statutes, and orders, including the U.S. Foreign Corrupt

Practices Act of 1977, as amended, the Export Administration Regulations, the International Traffic in Arms Regulations, and the regulations

administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (the “Trade Laws”) and

have obtained, or are otherwise qualified to rely upon, all material import and export licenses, consents, notices, waivers, approvals,

orders, authorizations, registrations, declarations or other authorizations from, and made any filings with, any Governmental Authority

required for (a) the import, export, and reexport of products, services, software and technologies and (b) releases of technologies

and software to foreign nationals (the “Trade Approvals”). There are no pending or threatened claims against the Company,

nor any actions, conditions, facts, or circumstances that would reasonably be expected to give rise to any material future claims with

respect to the Trade Laws or Trade Approvals.

3.24          Ownership

of Parent Capital Stock. None of the Company, their directors or, to the Knowledge of the Company, any of its officers, Affiliates,

or employees of the Company or any of its controlled Affiliates (a) has owned any shares of Parent’s capital stock; or (b) has

been an “interested stockholder” (as defined in Section 203 of the DGCL) of Parent, in each case during the three years

prior to the date hereof.

3.25         No

Other Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties

contained in this Agreement, neither Parent nor any other person on behalf of Parent makes any express or implied representation or warranty

with respect to Parent or with respect to any other information provided to the Company, any of its stockholders or any of their respective

Affiliates in connection with the Contemplated Transactions, and (subject to the express representations and warranties of Parent set

forth in Section 4 (in each case as qualified and limited by the Parent Disclosure Letter)) none of the Company, or any of

its Representatives or stockholders, has relied on any such information (including the accuracy or completeness thereof).

Section 4. Representations

and Warranties of Parent, First Merger Sub and Second Merger Sub.

Except (i) as set forth

in the written disclosure document delivered by Parent to the Company (the “Parent Disclosure Letter”) concurrently

with the execution of this Agreement or (ii) as disclosed in the Parent SEC Documents filed with the SEC prior to the date hereof

and publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (but (A) without giving effect

to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (B) excluding any disclosures contained

under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer

or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), it

being understood that any matter disclosed in the Parent SEC Documents shall be deemed to be disclosed in a section of the Parent Disclosure

Letter only to the extent that is readily apparent from a reading of such Parent SEC Documents that is applicable to such section or

subsection of the Parent Disclosure Letter, Parent, First Merger Sub and Second Merger Sub represent and warrant to the Company as follows:

4.1           Due

Organization; Subsidiaries.

(a)            Parent

is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary

corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to

own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and

(iii) to perform its obligations under all Contracts by which it is bound. Each of First Merger Sub and Second Merger Sub is a corporation

or limited liability company, as applicable, duly incorporated or formed, as applicable, validly existing and in good standing under

the Laws of the State of Delaware, and has all necessary corporate or limited liability company, as applicable, power and authority:

(i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or lease and use

its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform

its obligations under all Contracts by which it is bound. Since the date of its incorporation or formation, as applicable, Merger Subs

have not engaged in any activities other than in connection with or as contemplated by this Agreement.

(b)            Each

of Parent and its Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction),

under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted

requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate

would not be reasonably expected to have a Parent Material Adverse Effect. From the beginning of Parent’s most recently completed

fiscal year until immediately prior to the Effective Time, neither Parent nor any of its Subsidiaries has had, and as of the Effective

Time, neither Parent nor any of its Subsidiaries have, in each case, any material assets, operations or income in or from China (including

Hong Kong, Macau and Taiwan).

as set forth on Section 4.1(c) of the Parent Disclosure Letter, Parent has no Subsidiaries other than Merger Subs, and

Parent does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control, directly

or indirectly, any other Entity other than Merger Subs. Except as set forth on Section 4.1(c) of the Parent Disclosure

Letter, Parent is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint

venture or similar business entity. Parent has not agreed and is not obligated to make, nor is Parent bound by any Contract under which

it may become obligated to make, any future investment in or capital contribution to any other Entity. Parent has not, at any time, been

a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited

partnership or other Entity.

4.2           Organizational

Documents. Parent has delivered to the Company accurate and complete copies of Parent’s Organizational Documents. Parent is

not in breach or violation of its Organizational Documents in any material respect.

4.3           Authority;

Binding Nature of Agreement. Parent and each Merger Sub have all necessary corporate power and authority to enter into and to perform

its obligations under this Agreement and to consummate the Contemplated Transactions, subject to obtaining the Required Parent Stockholder

Vote. The Parent Board has: (a) determined that the Contemplated Transactions are fair to, advisable and in the best interests of

Parent and its stockholders, (b) adopted, approved and declared advisable this Agreement and the Contemplated Transactions, including

the issuance of shares of Parent Capital Stock to the stockholders of the Company pursuant to the terms of this Agreement and (c) determined

to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve

the Contemplated Transactions, and, if deemed necessary by Parent and the Company, the amendment to the certificate of incorporation

of Parent to (i) change the name of Parent to “Avere Therapeutics, Inc.”, (ii) effect the Nasdaq Reverse Split

and (iii) make such other changes as are mutually agreeable to Parent and the Company pursuant to the terms of this Agreement. The

First Merger Sub Board (by unanimous written consent) has: (x) determined that the Contemplated Transactions are fair to, advisable

and in the best interests of First Merger Sub and its sole stockholder, (y) deemed advisable and approved this Agreement and the

Contemplated Transactions and (z) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement,

that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The sole member

of Second Merger Sub has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of

Second Merger Sub and the sole member; and (B) deemed advisable and approved this Agreement and the Contemplated Transactions. This

Agreement has been duly executed and delivered by Parent and Merger Subs and, assuming the due authorization, execution and delivery

by the Company and the accuracy of the representations set forth in Section 3.24, constitutes the legal, valid and binding

obligation of Parent and Merger Subs, enforceable against each of Parent and Merger Subs in accordance with its terms, subject to the

Enforceability Exceptions.

4.4           Vote

Required. Assuming the accuracy of the representations set forth in Section 3.24, the affirmative vote of a majority

of the shares of Parent Common Stock properly cast is the only vote of the holders of any class or series of Parent’s capital stock

necessary to approve this Agreement, the Contemplated Transactions, and thereby approve (a) the issuance of Parent Common Stock

that represent (or are convertible into) more than twenty percent (20%) of the shares of Parent Common Stock outstanding immediately

prior to the First Effective Time to the Company stockholders in connection with the Contemplated Transactions and the change of control

of Parent resulting from the Contemplated Transactions, in each case pursuant to the Nasdaq rules and (b) clauses (ii) through

(vi) of the definition of “Parent Charter Amendment” (collectively, the “Required Parent Stockholder Vote”).

4.5            Non-Contravention;

Consents.

(a)            Subject

to obtaining the Required Parent Stockholder Vote, compliance with any applicable requirements of the HSR Act (if applicable) and the

filing of the Certificate of Merger required by the DGCL or DLLCA, and assuming the accuracy of the representations set forth in Section 3.5

hereof, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Subs, nor (y) the consummation

of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(i)            contravene,

conflict with or result in a violation of any of the provisions of the Organizational Documents of Parent or its Subsidiaries;

(ii)            contravene,

conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated

Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Parent or its Subsidiaries or any of

the assets owned or used by Parent or its Subsidiaries, is subject;

(iii)           contravene,

conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right

to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent or its Subsidiaries

or that otherwise relates to the business of Parent, or any of the assets owned, leased or used by Parent;

(iv)           contravene,

conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or

give any Person the right to: (A) declare a default or exercise any remedy under any Parent Material Contract, (B) any material

payment, rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract, (C) accelerate the

maturity or performance of any Parent Material Contract or (D) cancel, terminate or modify any term of any Parent Material Contract,

except in the case of any nonmaterial breach, default, penalty or modification; or

(v)            result

in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or its Subsidiaries (except

for Permitted Encumbrances).

(b)            Except

for (i) any Consent set forth on Section 4.5(a) of the Parent Disclosure Letter under any Parent Contract, (ii) the

Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware

pursuant to the DGCL or DLLCA, (iv) compliance with any applicable requirements of the HSR Act (if applicable) and (v) such

consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal

and state securities laws, neither Parent nor any of its Subsidiaries was, is or will be required to make any filing with or give any

notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement

or (y) the consummation of the Contemplated Transactions.

Parent Board and the First Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable

to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance

of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or

purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions.

4.6            Capitalization.

(a)            The

authorized Parent Capital Stock consists of (i) 100,000,000 shares of Parent Common Stock, $0.001 par value per share, of which

4,068,951 shares have been issued and are outstanding as of June 30, 2026 (the “Capitalization Date”), and (ii) 10,000,000

shares of Parent Preferred Stock, $0.001 par value per share, of which none are issued and outstanding as of the Capitalization Date.

Parent does not hold any shares of Parent Capital Stock in its treasury.

(b)            All

of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and

are free of any Encumbrances other than Encumbrances set forth in the Organizational Documents or under applicable securities Laws. None

of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance

or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent.

Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from

purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent

Common Stock. Parent is not under any obligation, nor is Parent bound by any Contract pursuant to which it may become obligated, to repurchase,

redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. Section 4.6(b) of the

Parent Disclosure Letter accurately and completely describes all repurchase rights held by Parent with respect to shares of Parent Common

Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently

exercisable.

for the 2015 Omnibus Incentive Plan and 2019 Omnibus Incentive Plan (as may be amended from time to time, the “Parent Stock

Plans”), the Parent 2019 Employee Stock Purchase Plan and except as set forth on Section 4.6(c) of the Parent

Disclosure Letter, Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any

equity-based compensation for any Person. As of the Capitalization Date, Parent has reserved 1,154,518 shares of Parent Common Stock

for issuance under the Parent Stock Plans, 1,015,018 shares have been reserved for issuance upon exercise or settlement of Parent Options,

as applicable, granted under the Parent Stock Plans, and 139,500 shares remain available for future issuance pursuant to the Parent Stock

Plans. As of the Capitalization Date, Parent has reserved 80,461 shares of Parent Common Stock for future issuance pursuant to the Parent

2019 Employee Stock Purchase Plan. Section 4.6(c) of the Parent Disclosure Letter sets forth the following information

with respect to each Parent Option and Parent Restricted Stock Award outstanding as of the Capitalization Date, as applicable: (i) the

name of the holder, (ii) the number of shares of Parent Common Stock subject to such Parent Option and Parent Restricted Stock Awards

as of the Capitalization Date, (iii) the exercise price of such Parent Option, (iv) the date on which such Parent Option or

Parent Restricted Stock Award was granted, (v) the applicable vesting schedule, (vi) the date on which such Parent Option expires,

and (vii) whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a nonqualified

stock option.

(d)            Except

for outstanding shares of (x) Parent Preferred Stock, (y) Parent Options or Parent Restricted Stock Awards, or (z) as

set forth on Section 4.6(d) of the Parent Disclosure Letter, there is no: (i) outstanding subscription, option,

call, warrant or right (whether or not currently exercisable) to acquire any shares of Parent Capital Stock or other securities of Parent,

(ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Parent

Capital Stock or other securities of Parent, (iii) stockholder rights plan (or similar plan commonly referred to as a “poison

pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or

any other securities or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by

any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent.

Except as set forth on Section 4.6(d) of the Parent Disclosure Letter, there are no outstanding or authorized stock

appreciation, phantom stock, profit participation or other similar rights with respect to Parent.

(e)            All

outstanding shares of Parent Common Stock, Parent Options and Parent Restricted Stock Awards, and other securities of Parent have been

issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Law and (ii) all

requirements set forth in applicable Contracts.

(f)            With

respect to Parent Options and Parent Restricted Stock Awards granted, to the Knowledge of Parent, except as would be material to Parent,

(i) each grant of a Parent Option or Parent Restricted Stock Award was duly authorized no later than the date on which the grant

of such Parent Option and Parent Restricted Stock Award was by its terms to be effective (the “Parent Grant Date”) by all

necessary corporate action, including, as applicable, approval by the Parent Board (or a duly constituted and authorized committee thereof)

or duly authorized officer and any required stockholder approval by the necessary number of votes or written consents, (ii) each

Parent Option and Parent Restricted Stock Award grant was made in accordance with the terms of the Parent Stock Plan pursuant to which

it was granted and all other applicable Law and regulatory rules or requirements, and (iii) the per share exercise price of

each Parent Option was not less than the fair market value of a share of Parent Common Stock on the applicable Parent Grant Date.

(g)            The

authorized capital stock of First Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share, of which 1,000 shares

are issued and outstanding, all of which are beneficially owned by Parent. All of the issued and outstanding membership interests of

Second Merger Sub are beneficially owned by Parent.

4.7            SEC

Filings; Financial Statements.

(a)            Since

January 1, 2023, Parent has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports

and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act (the “Parent

SEC Documents”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this

Agreement, then on the date of such filing), each of the Parent SEC Documents complied in all material respects with the applicable requirements

of the Securities Act or the Exchange Act (as the case may be) and as of the time they were filed, 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. The certifications and statements required

by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating

to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and

content with all applicable Laws. As used in this Section 4.7 the term “file” and variations thereof shall be

broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the

SEC.

(b)            The

financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied

as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations

of the SEC applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial

statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited

financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected

to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly

present, in all material respects, the financial position of Parent as of the respective dates thereof and the results of operations

and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed in the Parent SEC Documents filed prior to

the date hereof or as required by GAAP, SEC rule or policy or applicable Law, there has been no material change in Parent’s

accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP.

The books of account and other financial records of Parent and each of its Subsidiaries are true and complete in all material respects.

auditor has at all times since its engagement by Parent as Parent’s auditor been: (i) a registered public accounting firm

(as defined in Section 2(a)(12) of the Sarbanes-Oxley Act), (ii) to the Knowledge of Parent, “independent” with

respect to Parent within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Parent, in compliance

with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by

the SEC and the Public Company Accounting Oversight Board thereunder.

(d)            Except

as set forth on Section 4.7(d) of the Parent Disclosure Letter (“Prior Nasdaq Notice”), Parent has

not received any comment letter from the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to

the delisting or maintenance of listing of the Parent Common Stock on Nasdaq. Parent has not disclosed any unresolved comments in the

Parent SEC Documents. Parent has delivered to Company true, correct and complete copies of all material notices, correspondence and communications

(including any deficiency notices, staff determinations, compliance plans, hearing requests or determinations) between Parent and Nasdaq

during the past two years relating to Parent’s compliance with Nasdaq listing standards. The matters underlying the Prior Nasdaq

Notice have been fully and finally resolved and Parent has received a determination from Nasdaq in writing that Parent has regained compliance

with the applicable listing standards and that the matters underlying the Prior Nasdaq Notice have been so fully and finally determined.

No hearing, appeal, monitoring period, exception, probationary status, compliance plan, or other remedial or supervisory condition is

pending or remains in effect with respect to the matters underlying the Prior Nasdaq Notice. Parent is not currently subject to any panel

monitor, grace period, or other conditional listing status arising out of the Prior Nasdaq Notice. No facts or circumstances exist that

would reasonably be expected to give rise to a recurrence of the deficiency underlying the Prior Nasdaq Notice. As of the date hereof,

no delisting determination has been issued and no trading suspension in respect of Parent’s securities is in effect. Parent has

timely filed all reports required to be filed by it under the Exchange Act, and such filings comply in all material respects with applicable

requirements of the SEC and Nasdaq listing standards. Parent is in compliance in all material respects with Nasdaq listing standards.

(e)            Since

January 1, 2023, there have been no formal internal investigations regarding financial reporting or accounting policies and practices

discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel

of Parent, the Parent Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices

or internal controls required by the Sarbanes-Oxley Act.

(f)            Parent

is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act, the Exchange Act and the applicable

listing and governance rules and regulations of Nasdaq.

(g)            Parent

maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance

(i) that Parent maintains records that in reasonable detail accurately and fairly reflect Parent’s transactions and dispositions

of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

(iii) that receipts and expenditures are made only in accordance with the authorization policy and (iv) regarding prevention

or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on

Parent’s financial statements. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting

and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or

Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as

of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed to Parent’s auditors

and the Audit Committee of the Parent Board (and made available to the Company a summary of the significant aspects of such disclosure)

(A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information

and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s

or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Parent SEC Documents filed prior to

the date hereof, Parent’s internal control over financial reporting is effective at the reasonable assurance level and Parent has

not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting.

(h)            Parent’s

“disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are

designed to ensure that all information (both financial and nonfinancial) required to be disclosed by Parent in the reports that it files

or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and

forms of the SEC, and that all such information is accumulated and communicated to Parent’s principal executive officer and principal

financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Certifications and such disclosure

controls and procedures are effective. Parent has carried out evaluation of the effectiveness of its disclosure controls and procedures

as required by Rule 13a-15 of the Exchange Act.

4.8           Absence

of Changes. Except as set forth on Section 4.8 of the Parent Disclosure Letter, between the Balance Sheet Date and the

date of this Agreement, Parent has conducted its business only in the Ordinary Course of Business (except for the execution and performance

of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (a) Parent Material

Adverse Effect or (b) action, event or occurrence that would have required consent of the Company pursuant to Section ‎5.1(b) of

this Agreement had such action, event or occurrence taken place after the execution and delivery of this Agreement.

4.9           Absence

of Undisclosed Liabilities. Since the Balance Sheet Date, neither Parent nor any of its Subsidiaries has any Liability except for:

(a) Liabilities disclosed, reflected or reserved against in the Parent Balance Sheet, (b) normal and recurring current Liabilities

that have been incurred by Parent or its Subsidiaries since the date of the Parent Balance Sheet in the Ordinary Course of Business (none

of which relates to any breach of contract, breach of warranty, tort, infringement or violation of Law), (c) Liabilities for performance

of obligations of Parent or any of its Subsidiaries under Parent Contracts, (d) Liabilities incurred in connection with the Contemplated

Transactions, and (e) Liabilities described in Section ‎4.9 of the Parent Disclosure Letter.

4.10          Title

to Assets. Each of Parent and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets,

valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business or operations

or purported to be owned by it, including all tangible assets reflected on the Parent Balance Sheet or in the books and records of Parent

as being owned by Parent. All of such assets are owned or, in the case of leased assets, leased by Parent or any of its Subsidiaries

free and clear of any Encumbrances, other than Permitted Encumbrances.

4.11         Real

Property; Leasehold. Neither Parent nor any of its Subsidiaries owns or has ever owned any real property, nor is Parent party to

any agreement to purchase or sell any real property. Parent has made available to the Company (a) an accurate and complete list

of all real properties with respect to which Parent directly or indirectly holds a valid leasehold interest as well as any other

real estate that is in the possession of or leased by Parent or any of its Subsidiaries and (b) copies of all leases under which

any such real property is possessed (the “Parent Real Estate Leases”), each of which is in full force and effect,

with no existing material default thereunder by Parent or its Subsidiaries or, to Parent’s Knowledge, the other party thereto.

4.12         Intellectual

Property.

(a)            Section ‎4.12(a) of

the Parent Disclosure Letter is an accurate, true and complete listing of all Parent Registered IP. All Parent Registered IP is subsisting

and in full force and effect and, to Parent’s Knowledge, all Parent Registered IP (other than pending applications) is valid and

enforceable. All fees due to, and all documents, powers and other filings required to be filed with, a Governmental Authority with respect

to any such Parent Registered IP have been fully and timely paid and filed as necessary for the filing, prosecuting, obtaining grant

of and maintaining such item of Parent Registered IP.

(b)            Section 4.12(b) of

the Parent Disclosure Letter is an accurate, true and complete listing of (i) all Parent Contracts pursuant to which any Parent

IP Rights are licensed to Parent (other than (A) any non-customized software that (1) is so licensed solely in executable or

object code form pursuant to a non-exclusive, 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 Parent’s products

or services, (B) any Intellectual Property licensed on a non-exclusive basis ancillary to the purchase or use of services, equipment,

reagents or other materials, (C) any confidential information provided under confidentiality agreements and (D) agreements

between Parent and its employees in Parent’s standard form thereof) and (ii) whether the license or licenses granted to Parent

are exclusive or non-exclusive.

the Parent Disclosure Letter is an accurate, true and complete listing of each Parent Contract pursuant to which any Person has been

granted any license, sublicense, option or covenant not to sue under, or otherwise has received or acquired any right (whether or not

currently exercisable) or interest in, any Parent IP Rights, including coexistence agreements, prior rights agreements, rights of first

refusal, rights of last refusal, immunities from suit and rights to indemnification (other than (i) any confidential information

provided under confidentiality agreements, (ii) any Parent IP Rights non-exclusively licensed to academic collaborators, suppliers

or service providers for the sole purpose of enabling such academic collaborator, supplier or service providers to provide services for

Parent’s benefit and (iii) any non-exclusive, non-transferable license or other right granted to use any Parent IP Rights

pursuant to any sponsored research agreement, clinical trial agreement, clinical site agreement or similar agreement entered into in

the Ordinary Course of Business for research, development or patient treatment purposes).

(d)            Neither

Parent nor any of its Subsidiaries is bound by, and no Parent IP Rights are subject to, any Contract containing any covenant or other

provision that in any way limits or restricts the ability of Parent or any of its Subsidiaries to use, exploit, assert, or enforce any

Parent IP Rights anywhere in the world.

(e)            (i) Parent

or one of its Subsidiaries exclusively owns all right, title, and interest to and in the Parent IP Rights (other than (A) Parent

IP Rights licensed to Parent, or co-owned rights each as identified in Section ‎4.12(e) of the Parent Disclosure

Letter, (B) any non-customized software that (1) is licensed to Parent solely in executable or object code form pursuant to

a non-exclusive, 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 Parent or its Subsidiaries’ products or services

and (C) any Intellectual Property licensed on a non-exclusive basis ancillary to the purchase or use of services, equipment, reagents

or other materials) (“Parent Owned IP Rights”), (ii) all Parent Owned IP Rights and, to the Knowledge of Parent,

other Parent IP Rights that are exclusively licensed to Parent are free and clear of any Encumbrances (other than Permitted Encumbrances),

and (iii) Parent owns, or has a valid and enforceable right pursuant to a binding written Contract to use, all material Parent IP

Rights currently used or practiced by Parent. Without limiting the generality of the foregoing:

(A)          To

the Knowledge of Parent, all documents and instruments necessary to register or apply for or renew registration of Parent Registered

IP have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Authority.

(B)            Except

for instances that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, to the

Knowledge of Parent, each Person who is or was an employee or contractor of Parent or any of its Subsidiaries and who is or was involved

in the creation or development of any Intellectual Property for Parent or any of its Subsidiaries has signed a valid, enforceable agreement

containing a present assignment of such Intellectual Property to Parent or such Subsidiary and confidentiality provisions protecting

trade secrets and confidential information of Parent and its Subsidiaries.

the Knowledge of Parent, no current or former stockholder, officer, director or employee of Parent or any of its Subsidiaries has any

claim, right (whether currently exercisable, or exercisable in the future), or interest to or in any Parent IP Rights purported to be

owned by Parent. To the Knowledge of Parent, no employee of Parent or any of its Subsidiaries is (y) bound by or otherwise subject

to any Contract restricting him or her from performing his or her duties for Parent or such Subsidiary or (z) in breach of any Contract

with any former employer or other Person concerning Parent IP Rights purported to be owned by Parent or such Subsidiary or confidentiality

provisions protecting trade secrets and confidential information comprising Parent IP Rights purported to be owned by Parent or such

Subsidiary.

(D)           No

funding, facilities or personnel of any Governmental Authority were used, directly or indirectly, to develop or create, in whole or in

part, any Parent IP Rights in which Parent or any of its Subsidiaries has an ownership interest, except for any such funding or use of

facilities or personnel that does not result in such Governmental Authority or institution owning such Parent IP Rights or the right

to receive royalties or other remuneration for the practice of such Parent IP Rights as of the date of this Agreement.

(E)            Parent

and each of its Subsidiaries has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights

in all proprietary information that Parent or such Subsidiary holds, or purports to hold, as confidential or a trade secret.

(F)            Neither

Parent nor any of its Subsidiaries has assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership

of, any Parent IP Rights to any other Person.

(f)            Parent

has delivered, or made available to the Company, a complete and accurate copy of all material Parent IP Rights Agreements.

(g)            To

the Knowledge of Parent, the conduct of the business of Parent as has been conducted in the past three (3) years and as is currently

being conducted, 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 Parent (i) has not violated and does not presently violate any license or

agreement between Parent or its Subsidiaries and any Person in any material respect, and, (ii) to the Knowledge of Parent, has not

infringed, misappropriated or otherwise violated and does not presently infringe, misappropriate or otherwise violate any valid and issued

Patent right or other Intellectual Property of any other Person, which infringement, misappropriation or violation would reasonably be

expected to have a Parent Material Adverse Effect. To the Knowledge of Parent, during the past three (3) years, no Person has engaged

in the unauthorized use of, or has infringed, misappropriated or otherwise violated any Patents within the Parent IP Rights, or otherwise

violating any Parent IP Rights Agreement.

(h)            As

of the date of this Agreement and during the past three (3) years, Parent is not, nor has been, a party to any, or is the subject

of any pending or, to the Parent’s Knowledge, threatened, Legal Proceeding (including, but not limited to, opposition, interference

or other proceeding in any patent or other government office) contesting the validity, ownership or right to use, sell, offer for sale,

license or dispose of any Parent IP Rights. Parent has not received any written notice asserting that any Parent Registered IP or the

proposed use, sale, offer for sale, license or disposition of any products, methods or processes claimed or covered thereunder infringes

or misappropriates or violates the rights of any other Person or that Parent or any of its Subsidiaries have otherwise infringed, misappropriated

or otherwise violated any Intellectual Property of any Person.

(i)             To

the Knowledge of Parent, no trademark (whether registered or unregistered) or trade name owned, used or applied for by Parent conflicts

or interferes with any trademark (whether registered or unregistered) or trade name owned, used or applied for by any other Person except

as would not have a Parent Material Adverse Effect. None of the goodwill associated with or inherent in any trademark (whether registered

or unregistered) in which Parent has or purports to have an ownership interest has been impaired as determined by Parent in accordance

with GAAP (in a manner consistent with the manner in which such items were historically determined and in accordance with the financial

statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents and the Parent Balance Sheet).

(j)             Except

as may be set forth in the Contracts listed on Section ‎4.12(b), ‎4.12(c) or 4.12(k) of

the Parent Disclosure Letter or as contained in “off-the-shelf” license agreements entered into in the Ordinary Course of

Business by Parent, (i) Parent is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with

respect to any Intellectual Property infringement, misappropriation or similar claim which is material to Parent, taken as a whole, and

(ii) Parent has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability

of another Person for infringement, misappropriation or violation of any Intellectual Property right, which assumption, agreement or

responsibility remains in force as of the date of this Agreement.

(k)            None

of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the performance by Parent

of its obligations hereunder conflict or will conflict with, alter or impair any of Parent’s rights in, to and under any material

Parent IP Rights or the validity, enforceability, priority, scope or duration of any material Parent IP Rights. Without limiting the

foregoing, to the Knowledge of Parent, neither Parent nor any of its Subsidiaries is party to any Contract that, as a result of such

execution, delivery and performance of this Agreement, will cause the grant of any license or other right to any Parent IP Rights, result

in breach of, default under or termination of such Contract with respect to any Parent IP Rights, or impair the right of Parent or the

Surviving Entity and its Subsidiaries to use, sell or license or enforce any Parent IP Rights or portion thereof, except for the occurrence

of any such grant or impairment that would not individually or in the aggregate, reasonably be expected to result in a Parent Material

Adverse Effect.

4.13         Agreements,

Contracts and Commitments.

(a)            Section ‎4.13

of the Parent Disclosure Letter identifies each Parent Contract that is in effect as of the date of this Agreement other than a Parent

Employee Plan (each, a “Parent Material Contract” and collectively, the “Parent Material Contracts”):

(i)            each

Parent Contract requiring payments by Parent after the date of this Agreement in excess of $100,000 pursuant to its express terms relating

to the employment of, or the performance of employment-related services by, any Parent Associate providing employment related, consulting

or independent contractor services, not terminable by Parent on thirty (30) calendar days’ or less notice without liability;

(ii)            each

Parent Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(iii)           each

Parent Contract containing (A) any covenant limiting the freedom of Parent or any of its Subsidiaries to engage in any line of business

or compete with any Person, or limiting the development, manufacture or distribution of the Parent’s products or services (B) any

most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision;

(iv)           each

Parent Contract (A) pursuant to which any Person granted Parent an exclusive license under any Intellectual Property, or (B) pursuant

to which Parent granted any Person an exclusive license under any Parent IP Rights;

(v)           each

Parent Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of Parent, any of its Subsidiaries,

or of a product;

(vi)          each

Parent Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant

to its express terms and not cancelable without penalty;

(vii)          each

Parent Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in each case,

involving payments in excess of $100,000 after the date of this Agreement;

(viii)        each

Parent Contract entered into in settlement of any Legal Proceeding or other dispute pursuant to which Parent or any of its Subsidiaries

has outstanding obligations to pay consideration in excess of $100,000;

(ix)           each

Parent Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or

instruments relating to the borrowing of money or extension of credit in excess of $100,000 or creating any material Encumbrances with

respect to any assets of Parent or any loans or debt obligations with officers or directors of Parent;

(x)            each

Parent Contract requiring payment by or to Parent after the date of this Agreement in excess of $100,000 pursuant to its express terms

relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions), (B) any agreement involving

provision of services or products with respect to any pre-clinical or clinical development activities of Parent, excluding any clinical

trial agreements for sites paid by a clinical research organization that is otherwise scheduled, (C) any dealer, distributor, joint

marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Parent or any of its Subsidiaries

has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Parent or any

of its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Parent

or such Subsidiary or (D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright

registration to or from any third party, any Contract to manufacture or produce any product, service or technology of Parent or any of

its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Parent or any of its Subsidiaries, in

each case, except for Parent Contracts entered into in the Ordinary Course of Business;

(xi)           each

Parent Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory

services to Parent in connection with the Contemplated Transactions and requiring payments by Parent after the date of this Agreement

in excess of $100,000 pursuant to its express terms;

(xii)          each

Parent Contract to which Parent or any of its Subsidiaries is a party or by which any of their assets and properties is currently bound

(other than Parent Real Estate Leases), which involves annual obligations of payment by, or annual payments to, Parent or such Subsidiary

in excess of $100,000;

(xiii)         any

Parent Real Estate Lease;

(xiv)         a

Contract disclosed in or required to be disclosed in Section ‎4.12(b) or Section ‎4.12(c) of

the Parent Disclosure Letter; or

(xv)            any

other Parent Contract (other than Parent Real Estate Leases) that is not terminable at will (with no penalty or payment) by Parent or

any of its Subsidiaries, and (A) which involves payment or receipt by Parent or such Subsidiary after the date of this Agreement

under any such agreement, contract or commitment of more than $100,000 in the aggregate, or obligations after the date of this Agreement

in excess of $100,000 in the aggregate or (B) that is material to the business or operations of Parent and its Subsidiaries taken

as a whole.

(b)            Parent

has delivered or made available to the Company accurate and complete copies of all Parent Material Contracts, including all amendments

thereto. There are no Parent Material Contracts that are not in written form. Parent has not nor, to Parent’s Knowledge as of the

date of this Agreement, has any other party to a Parent Material Contract, breached, violated or defaulted under, or received notice

that it breached, violated or defaulted under, any of the terms or conditions of any Parent Material Contract in such a manner, and,

if such Parent Material Contract provides for a cure period, Parent or such other party fails to have cured such breach, violation or

default, so that any other party or Parent, as the case may be, is permitted to modify, cancel or terminate any such Parent Material

Contract, or would permit any other party to seek damages which would reasonably be expected to have a Parent Material Adverse Effect.

As to Parent and its Subsidiaries, as of the date of this Agreement, each Parent Material Contract is valid, binding, enforceable and

in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms

of any Parent Material Contract to change, any material amount paid or payable to Parent under any Parent Material Contract or any other

material term or provision of any Parent Material Contract.

4.14            Compliance;

Permits; Restrictions.

(a)            Parent

and each of its Subsidiaries is, and since January 1, 2023, has been in material compliance with all applicable Laws. No investigation,

claim, suit, proceeding, audit, Order or other action by any Governmental Authority is pending or, to the Knowledge of Parent, threatened

against Parent or any of its Subsidiaries. There is no agreement or Order binding upon Parent or any of its Subsidiaries which (i) has

or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its

Subsidiaries, any acquisition of material property by Parent or any of its Subsidiaries or the conduct of business by Parent or any of

its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on Parent’s ability to comply

with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing,

delaying, making illegal or otherwise interfering with the Contemplated Transactions.

(b)            Except

for matters regarding the FDA or other Drug/Device Regulatory Agency, each of Parent and its Subsidiaries holds all required Governmental

Authorizations that are material to the operation of the business of Parent and Merger Subs as currently conducted (collectively, the

“Parent Permits”). Section ‎4.14(b) of the Parent Disclosure Letter identifies each Parent

Permit. Each of Parent and its Subsidiaries is in material compliance with the terms of the Parent Permits. No Legal Proceeding is pending

or, to the Knowledge of Parent, threatened, which seeks to revoke, substantially limit, suspend or materially modify any Parent Permit.

The rights and benefits of each Parent Permit, if any, will be available to Parent and the Surviving Entity immediately after the Second

Effective Time on terms substantially identical to those enjoyed by Parent and its Subsidiaries as of the date of this Agreement and

immediately prior to the First Effective Time.

are no Legal Proceedings pending or, to the Knowledge of Parent, threatened with respect to an alleged violation by Parent or any of

its Subsidiaries of the FDCA, PHSA, FDA regulations adopted thereunder, the Controlled Substances Act or any other similar Law promulgated

by a Drug/Device Regulatory Agency.

(d)            Each

of Parent and its Subsidiaries holds all required Governmental Authorizations issuable by any Drug/Device Regulatory Agency necessary

for the conduct of the business of Parent and Merger Subs as currently conducted, and, as applicable, the development, testing, manufacturing,

processing, storage, labeling, sale, marketing, advertising, promotion, warehousing, distribution and importation or exportation, as

currently conducted, of any of its product candidates (the “Parent Product Candidates”) (the “Parent Regulatory

Permits”), and no such Parent Regulatory Permit has been (i) revoked, withdrawn, suspended, cancelled or terminated or

(ii) modified in any adverse manner other than immaterial modifications. Section ‎4.14(d) of the Parent

Disclosure Letter identifies each Parent Regulatory Permit. Parent has timely maintained and is in compliance in all material respects

with the Parent Regulatory Permits and neither Parent nor or any of its Subsidiaries has, since January 1, 2025, received any written

notice or correspondence or, to the Knowledge of Parent, other communication from any Drug/Device Regulatory Agency regarding (A) any

material violation of or failure to comply materially with any term or requirement of any Parent Regulatory Permit or (B) any revocation,

withdrawal, suspension, cancellation, termination or material modification of any Parent Regulatory Permit. Parent has made available

to the Company all material information requested by the Company in Parent’s or its Subsidiaries’ possession or control relating

to material Parent Product Candidates and the development, testing, manufacturing, processing, storage, labeling, sale, marketing, advertising,

promotion, warehousing, distribution and importation or exportation of the Parent Product Candidates, including, but not limited to,

complete copies of the following (to the extent there are any): (x) adverse event reports; pre-clinical, clinical and other study

reports and material study data; inspection reports, notices of adverse or inspectional findings, untitled letters, warning letters, It

Has Come to Our Attention letters, filings and letters and other written correspondence to and from any Drug/Device Regulatory Agency;

and meeting minutes with any Drug/Device Regulatory Agency and (y) similar reports, material study data, notices, letters, filings,

correspondence and meeting minutes with any other Governmental Authority. All such information is accurate and complete in all material

respects.

(e)            All

clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, Parent or its Subsidiaries, in which

Parent or its Subsidiaries or their respective product candidates, including the Parent Product Candidates, have participated were, since

January 1, 2025, and, if still pending, are being conducted in accordance in all material respects with standard medical and scientific

research procedures, and in compliance in all material respects with the applicable regulations of the Drug/Device Regulatory Agencies

and other applicable Law, including 21 C.F.R. Parts 11, 50, 54, 56, 58, 312 and 812. Since January 1, 2025, neither Parent nor any

of its Subsidiaries has received any written notices, correspondence, or other communications from any Drug/Device Regulatory Agency

requiring or, to the Knowledge of Parent threatening to initiate, any action to place a clinical hold order on, or otherwise terminate,

delay or suspend any clinical studies conducted by or on behalf of, or sponsored by, Parent or any of its Subsidiaries or in which Parent

or any of its Subsidiaries or its current product candidates, including the Parent Product Candidates, have participated. All clinical

studies conducted by or on behalf of, or sponsored by, Parent, or in which Parent or its current products or product candidates, including

the Parent Product Candidates, have participated, have not been withdrawn, materially delayed, terminated or subject to a clinical hold

and no information exists that a clinical trial will, at the direction of a Drug/Device Regulatory Agency, be withdrawn, materially delayed,

terminated or subject to a clinical hold. Further, no clinical investigator, researcher or clinical staff participating in any clinical

study conducted by or, to the Knowledge of Parent, on behalf of Parent or any of its Subsidiaries has been disqualified from participating

in studies involving the Parent Product Candidates, and to the Knowledge of Parent, no such administrative action to disqualify such

clinical investigators, researchers or clinical staff has been threatened or is pending.

(f)            Neither

Parent nor any of its Subsidiaries and, to the Knowledge of Parent, any contract manufacturer with respect to any Parent Product Candidate

is the subject of any pending or, to the Knowledge of Parent, threatened investigation in respect of its business or products by the

FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth

in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or by any other Drug/Device Regulatory Agency under a comparable

policy. Neither Parent nor any of its Subsidiaries and, to the Knowledge of Parent, any contract manufacturer, nor their respective officers,

directors, employees or agents, with respect to any Parent Product Candidate has committed any acts, made any statement or failed to

make any statement, in each case in respect of its business or products that would violate FDA’s “Fraud, Untrue Statements

of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto. None of Parent, any of its Subsidiaries,

and to the Knowledge of Parent, any contract manufacturer with respect to any Parent Product Candidate, or any of their respective officers,

directors, employees or agents is currently or has been debarred, convicted of any crime or is engaging or has engaged in any conduct

that could result in a material debarment or exclusion under (i) 21 U.S.C. Section 335a or (ii) any similar applicable

Law. To the Knowledge of Parent, no material debarment or exclusionary claims, actions, proceedings or investigations in respect of their

business or products are pending or threatened against Parent, any of its Subsidiaries, and to the Knowledge of the Parent, any contract

manufacturer with respect to any Parent Product Candidate, or any of its officers, directors, employees or agents.

(g)            All

manufacturing operations conducted by, or to the Knowledge of Parent, for the benefit of, Parent or its Subsidiaries in connection with

any Parent Product Candidate, since January 1, 2025, have been and are being conducted in compliance in all material respects with

applicable Laws, including the FDA’s standards for current good manufacturing practices, including applicable requirements contained

in 21 C.F.R. Parts 210 and 211, and the respective counterparts thereof promulgated by Governmental Authorities in countries outside

the United States.

(h)            None

of Parent, any of its Subsidiaries, and to the Knowledge of Parent, any manufacturing site of a contract manufacturer or laboratory,

with respect to any Parent Product Candidate, (i) is subject to a Drug/Device Regulatory Agency shutdown or import or export prohibition

or (ii) has, since January 1, 2025, received any Form FDA 483, notice of violation, warning letter, untitled letter or

similar correspondence or notice from the FDA or other Drug/Device Regulatory Agency alleging or asserting material noncompliance with

any applicable Law, in each case, that have not been complied with or closed to the satisfaction of the relevant Drug/Device Regulatory

Agency, and, to the Knowledge of Parent, neither the FDA nor any other Drug/Device Regulatory Agency is considering such action.

4.15         Legal

Proceedings; Orders.

(a)            There

is no pending Legal Proceeding and, to the Knowledge of Parent, no Person has threatened in writing to commence any Legal Proceeding:

(i) that involves Parent or any of its Subsidiaries or any Parent Associate (in his or her capacity as such) or any of the material

assets owned or used by Parent or any of its Subsidiaries or (ii) that challenges, or that may have the effect of preventing, delaying,

making illegal or otherwise interfering with, the Contemplated Transactions.

(b)            There

is no Order to which Parent or any of its Subsidiaries, or any of the material assets owned or used by Parent or any of its Subsidiaries

is subject. To the Knowledge of Parent, no officer or other Parent Key Employee or any of its Subsidiaries is subject to any Order that

prohibits such officer or employee from engaging in or continuing in any conduct, activity or practice relating to the business of Parent

or any of its Subsidiaries or any material assets owned or used by Parent or any of its Subsidiaries.

4.16         Tax

Matters.

(a)            Each

of Parent and each of its Subsidiaries has timely filed (or caused to be timely filed) all income Tax Returns and all other material

Tax Returns required to be filed by it under applicable Law (taking into account any applicable extensions). All such Tax Returns were

true, correct and complete in all material respects. Subject to exceptions as would not be material, no written claim has been made by

a Governmental Authority in a jurisdiction where Parent or any of its Subsidiaries does not file Tax Returns that Parent or any of its

Subsidiaries is subject to taxation by that jurisdiction.

(b)            All

material amounts of Taxes due and owing by Parent or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely

paid (taking into account any applicable extensions).

of Parent and each of its Subsidiaries has withheld and paid to the appropriate Governmental Authority all material Taxes required to

have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder

or other third party.

(d)            There

are no Encumbrances for a material amount of Taxes (other than Encumbrances described in clause (a) of the definition of “Permitted

Encumbrances”) upon any of the assets of Parent or any of its Subsidiaries.

(e)            No

deficiencies for a material amount of Taxes with respect to Parent or any of its Subsidiaries have been claimed, proposed or assessed

by any Governmental Authority in writing that have not been timely paid in full. There are no pending (or, based on written notice, threatened)

material audits, assessments, examinations or other actions for or relating to any liability in respect of Taxes of Parent or any of

its Subsidiaries. Neither Parent nor any of its Subsidiaries has granted a waiver of any statute of limitations in respect of a material

amount of Taxes or an extension of time with respect to a material Tax assessment or deficiency that, in each case, is currently in effect,

other than waivers resulting from automatically granted extensions of time to file Tax Returns.

(f)            Neither

Parent nor any of its Subsidiaries is a party to any Tax allocation, Tax sharing or similar agreement (including indemnity arrangements),

other than Ordinary Course Agreements.

(g)            Neither

Parent nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other

than a group the common parent of which is Parent). Neither Parent nor any of its Subsidiaries has any material Liability for the Taxes

of any Person (other than Parent or its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state,

local, or foreign law), as a transferee or successor, or by Contract (other than an Ordinary Course Agreement).

(h)            Neither

Parent nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a

transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of

the Code.

(i)            Neither

Parent nor any of its Subsidiaries has entered into any transaction identified as a “listed transaction” for purposes of

Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2).

(j)            Neither

Parent nor any of its Subsidiaries is aware of any facts or circumstances or has taken or agreed to take any action, in each case, that

would reasonably be expected to prevent or impede the Intended Tax Treatment.

4.17         Employee

and Labor Matters; Benefit Plans.

(a)            The

Parent has made available to Company a list setting forth, for each Parent Associate who is an employee of Parent or any of its Subsidiaries,

such employee’s name, employer, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on

leave, the expected return), whether exempt from the Fair Labor Standards Act and applicable state law, annual salary (or if hourly,

hourly rate), most recent annual bonus received and current annual bonus opportunity. The Parent has made available to Company a list

setting forth, for each Parent Associate who is an individual independent contractor engaged by Parent or any of its Subsidiaries, such

contractor’s name, duties and rate of compensation.

(b)            Parent

has made available to the Company accurate and complete copies of all employee manuals and handbooks, to the extent currently effective

and material.

is not a party to, bound by the terms of, and does not have a duty to bargain under, any collective bargaining agreement or other Contract

with a labor organization representing any of its employees, and there are no labor organizations representing or, to the Knowledge of

Parent, purporting to represent or seeking to represent any employees of Parent.

(d)            Section 4.17(d) of

the Parent Disclosure Letter lists all material Parent Employee Plans (other than employment arrangements which are terminable “at

will” without any contractual obligation on the part of Parent or any of its Subsidiaries to make any severance, termination, change

in control or similar payment and that are substantively identical to the employment arrangements made available to the Company).

(e)            Each

Parent Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination

or opinion letter with respect to such qualified status from the IRS. To the Knowledge of Parent, nothing has occurred that would reasonably

be expected to adversely affect the qualified status of any such Parent Employee Plan or the exempt status of any related trust.

(f)            Each

Parent Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms all applicable

Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating to routine

claims for benefits) is pending or, to the Knowledge of Parent, threatened with respect to any Parent Employee Plan. All payments and/or

contributions required to have been made with respect to all Parent Employee Plans either have been made or have been accrued in accordance

with the terms of the applicable Parent Employee Plan and applicable Law, in each case, except as would not be material to Parent.

(g)            Neither

Parent nor any of its ERISA Affiliates maintains, contributes to or is required to contribute to, or has, in the past six (6) years,

maintained, contributed to or been required to contribute to (i) any “employee benefit plan” that is or was subject

to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any funded welfare

benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer

Welfare Arrangement. Neither Parent nor any of its ERISA Affiliates has in the past six (6) years incurred any liability under Title

IV of ERISA.

(h)            No

Parent Employee Plan provides for, and neither Parent nor any of its Subsidiaries has promised to provide any, medical or other welfare

benefits to any service provider beyond termination of service or retirement, other than (i) pursuant to COBRA or an analogous state

law requirement or (ii) continuation coverage through the end of the month in which such termination or retirement occurs.

(i)             No

Parent Employee Plan is subject to any law of a foreign jurisdiction outside of the United States.

(j)             Each

Parent Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined under

Section 409A(d)(1) of the Code and the guidance thereunder) (each, a “Parent 409A Plan”) has been operated

and maintained in all material respects in operational and documentary compliance with the requirements of Section 409A of the Code

and the applicable guidance thereunder. No payment to be made under any Parent 409A Plan is or, when made in accordance with the terms

of the Parent 409A Plan, can reasonably be expected to be subject to the penalties of Section 409A(a)(1) of the Code.

(k)            Parent

is in material compliance with all Employment-Related Laws and in each case, with respect to the employees of Parent: (i) has withheld

and reported all material amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other

payments to employees, (ii) is not liable for any material amounts of arrears of wages, severance pay or any Taxes or any penalty

for failure to comply with any of the foregoing and (iii) is not liable for any material payment to any trust or other fund governed

by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or

other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course of Business). There are no

material Legal Proceedings, claims, labor disputes or organizing activities, or grievances pending or, to the Knowledge of Parent, threatened

or reasonably anticipated against or involving Parent or any trustee of Parent relating to any employee, contingent worker, director,

employment agreement or Parent Employee Plan (other than routine claims for benefits) or Employment-Related Laws. To the Knowledge of

Parent, there are no material pending or threatened or reasonably anticipated claims or actions against Parent, any Parent trustee or

any trustee of any Subsidiary of Parent under any workers’ compensation policy or long-term disability policy. Parent is not a

party to a conciliation agreement, consent decree or other agreement or Order with any federal, state or local agency or Governmental

Authority with respect to employment practices.

(l)             Parent

has no material liability with respect to any misclassification within the past three (3) years of: (i) any Person as an independent

contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly

classified as exempt from overtime wages. In the past three (3) years, Parent has not taken any action which would constitute a

“plant closing” or “mass layoff” within the meaning of the WARN Act, issued any notification of a plant closing

or mass layoff required by the WARN Act (nor has Parent been under any requirement or obligation to issue any such notification), or

incurred any liability or obligation under the WARN Act that remains unsatisfied.

(m)           To

the Knowledge of Parent, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action,

union, organizing activity, question concerning representation or any similar activity or dispute, with respect to any Parent Associate.

No event has occurred within the past six months, and no condition or circumstance exists, that, to the Knowledge of Parent, might directly

or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout,

job action, union organizing activity, question concerning representation or any similar activity or dispute.

(n)            Parent

is not, nor has Parent been, engaged in any material unfair labor practice within the meaning of the National Labor Relations Act. There

is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Parent, threatened or reasonably anticipated

relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’

compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination

matter involving any current or former employee of Parent, including charges of unfair labor practices or discrimination complaints.

(o)            There

is no contract, agreement, plan or arrangement to which Parent or any of its Subsidiaries is a party or by which it is bound to compensate

any of its employees or other service providers for any income or excise taxes paid pursuant to Section 4999 or Section 409A

of the Code.

(p)            Neither

Parent nor any of its Subsidiaries is a party to any Contract that as a result of the execution and delivery of this Agreement, the stockholder

approval of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in conjunction with

any other event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G of the

Code or (ii) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any

payment or benefit to any employee, officer, director or other service provider of Parent or any of its Subsidiaries.

4.18         Environmental

Matters. Since January 1, 2025, Parent and each of its Subsidiaries has complied with all applicable Environmental Laws, which

compliance includes the possession by Parent of all permits and other Governmental Authorizations required under applicable Environmental

Laws and compliance with the terms and conditions thereof, except for any failure to be in compliance that, individually or in the aggregate,

would not result in a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received since January 1, 2025,

any written notice or other communication (in writing or otherwise), whether from a Governmental Authority, citizens group, employee

or otherwise, that alleges that Parent or any of its Subsidiaries is not in compliance with any Environmental Law, and, to the Knowledge

of Parent, there are no circumstances that may prevent or interfere with Parent’s or any of its Subsidiaries’ compliance

with any Environmental Law in the future, except where such failure to comply would not reasonably be expected to have a Parent Material

Adverse Effect. To the Knowledge of Parent: (i) no current or prior owner of any property leased or controlled by Parent or any

of its Subsidiaries has received since January 1, 2025, any written notice or other communication relating to property owned or

leased at any time by Parent or any of its Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise,

that alleges that such current or prior owner or Parent or any of its Subsidiaries is not in compliance with or violated any Environmental

Law relating to such property and (ii) neither Parent nor any of its Subsidiaries has any material liability under any Environmental

Law. Parent has made available all environmental site assessments, environmental audits and other material environmental documents in

the Parent’s possession or control relating to the Parent and its Subsidiaries, including the Parent’s and its Subsidiaries’

business and current or former facilities.

4.19         Insurance.

Parent has delivered to the Company accurate and complete copies of all material insurance policies and all material self-insurance programs

and arrangements relating to the business, assets, liabilities and operations of Parent and its Subsidiaries (including Merger Subs).

Each of such insurance policies is in full force and effect and Parent and its Subsidiaries (including Merger Subs) are in compliance

in all material respects with the terms thereof. Other than customary end of policy notifications from insurance carriers, since January 1,

2023, neither Parent nor any of its Subsidiaries has received any notice or other communication regarding any actual or possible: (i) cancellation

or invalidation of any insurance policy or (ii) refusal or denial of any coverage, reservation of rights or rejection of any material

claim under any insurance policy. Each of Parent and its Subsidiaries (including Merger Subs) has provided timely written notice to the

appropriate insurance carrier(s) of each Legal Proceeding pending against Parent or such Subsidiary for which Parent or such Subsidiary

has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal

Proceeding, or informed Parent or any of its Subsidiaries of its intent to do so.

4.20         Transactions

with Affiliates. Except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, since the date of Parent’s

last proxy statement filed with the SEC, no event has occurred that would be required to be reported by Parent pursuant to Item 404 of

Regulation S-K promulgated by the SEC. Section 4.20 of the Parent Disclosure Letter identifies each Person who is an Affiliate

of Parent as of the date of this Agreement.

4.21         No

Financial Advisors. Except as set forth on Section 4.21 of the Parent Disclosure Letter, no broker, finder or investment

banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in

connection with the Contemplated Transactions based upon arrangements made by or on behalf of Parent.

4.22          Valid

Issuance. The Parent Common Stock to be issued in the Merger will, when issued in accordance with the provisions of this Agreement,

be validly issued, fully paid and nonassessable. The Parent Common Stock issuable upon (a) exercise of any Assumed Warrant, (b) exercise

of any Pre-Funded Warrant, and (c) conversion of any Parent Preferred Stock, upon issuance in accordance with the terms of the applicable

Assumed Warrant, and Pre-Funded Warrant, will be validly issued, fully paid and nonassessable.

4.23         Privacy

and Data Security. Parent and its Subsidiaries are and since January 1, 2023, have been in compliance with all applicable Privacy

Laws and the applicable terms of any Parent Contracts governing privacy, data protection, data security, trans-border data flow, data

loss, data theft, or breach notification, data localization, sending solicited or unsolicited electronic mail or text messages, cookies

or other tracking technology, or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing of, Personal

Information (including any such information of individuals, clinical trial participants, patients, patient family members, caregivers

or advocates, physicians and other health care professionals, clinical trial investigators, researchers, pharmacists that interact with

Parent or any of its Subsidiaries in connection with the operation of Parent’s and its Subsidiaries’ business), except, in

each case, for such noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent

Material Adverse Effect. To the Knowledge of Parent, Parent (i) has implemented and maintains reasonable Privacy Policies that materially

comply with applicable Privacy Laws and are designed to protect the privacy and security of Personal Information and (ii) has complied

with such Privacy Policies, except for such noncompliance as has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no Legal Proceeding has been asserted or threatened

against Parent by any Person alleging a violation of Privacy Laws, Privacy Policies, or the applicable terms of any Parent Contracts

governing privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach notification, data localization,

sending solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, or the collection, handling,

use, maintenance, storage, disclosure, transfer, or other processing of, Personal Information. To the Knowledge of Parent, there have

been no data security incidents or data breaches, or other adverse events or incidents that have resulted in any unauthorized access,

use, disclosure, modification or destruction of, Personal Information or other data in the possession or control of Parent or any service

provider acting on behalf of Parent, in each case, where such incident, breach, or event has resulted in a notification obligation to

any Person under applicable Law or pursuant to the terms of any Parent Contract. To the Knowledge of Parent, Parent is not a “covered

entity” or a “business associate” as those terms are defined under the Health Insurance Portability and Accountability

Act, as amended.

4.24         Trade

Control Laws. Since March 1, 2023, Parent and its Subsidiaries have been in material compliance with all applicable Trade Laws

and have obtained, or are otherwise qualified to rely upon, all material Trade Approvals. There are no pending or threatened claims against

the Parent or its Subsidiaries, nor any actions, conditions, facts or circumstances that would reasonably be expected to give rise to

any material future claims with respect to the Trade Laws or Trade Approvals.

4.25         Certain

Payments. Neither Parent nor any of its Subsidiaries (nor, to the knowledge of Parent, 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 (U.S.) or similar non-U.S. law or regulation, (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.

4.26         Merger

Subs. Each Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated hereby

and has engaged in no business other than in connection with the transactions contemplated by this Agreement.

4.27         No

Other Representations or Warranties. Parent hereby acknowledges and agrees that, except for the representations and warranties contained

in this Agreement, neither the Company nor any of its Subsidiaries nor any other person on behalf of the Company makes any express or

implied representation or warranty with respect to the Company or with respect to any other information provided to Parent, Merger Subs

or stockholders or any of their respective Affiliates in connection with the Contemplated Transactions, and (subject to the express representations

and warranties of the Company set forth in Section 3 (in each case as qualified and limited by the Company Disclosure Letter))

none of Parent, Merger Subs nor any of their respective Representatives or stockholders, has relied on any such information (including

the accuracy or completeness thereof).

Section 5. Certain

Covenants of the Parties.

5.1            Operation

of Parent’s Business.

(a)            Except

(i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.1(a) of the Parent

Disclosure Letter, (iii) as required by applicable Law, or (iv) unless the Company shall otherwise consent in writing (which

consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing

until the earlier to occur of the termination of this Agreement pursuant to Section 10 and the First Effective Time (the

“Pre-Closing Period”), Parent shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (x) conduct

its business and operations in the Ordinary Course of Business and in material compliance with all applicable Law and the requirements

of all Contracts that constitute Parent Material Contracts and (y) continue to pay material outstanding accounts payable and other

material current Liabilities (including payroll) when due and payable.

(b)            Except

(i) as expressly contemplated or permitted by this Agreement, including pursuant to Section 6.21, (ii) as set forth in

Section ‎5.1(b) of the Parent Disclosure Letter, (iii) as required by applicable Law, or (iv) with

the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during

the Pre-Closing Period, Parent shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following:

(A)           declare,

accrue, set aside or pay any dividend (other than the Parent Pre-Closing Dividend Amount, if any, and the Closing Distribution) or make

any other distribution in respect of any shares of its capital stock or repurchase, redeem or otherwise reacquire any shares of its capital

stock or other securities, (except for shares of Parent Common Stock from terminated employees, directors or consultants of Parent or

in connection with the payment of the exercise price or withholding Taxes incurred upon the exercise, settlement or vesting of any award

or purchase rights granted under any Parent equity incentive plan in accordance with the terms of such award in effect on the date of

this Agreement);

(B)           except

as required to give effect to anything in contemplation of the Closing, amend any of its Organizational Documents, or effect or be a

party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split,

reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

issue, grant, pledge or otherwise dispose of or encumber or authorize the issuance of: (x) any capital stock or other security (except

for Parent Common Stock issued upon the valid exercise or settlement of outstanding Parent Options or Parent Restricted Stock Awards,

as applicable), (y) any option, warrant or right to acquire any capital stock or any other security or (z) any Parent Warrant

or other instrument convertible into or exchangeable for any capital stock or other security;

(D)           form

any Subsidiary or acquire any equity interest or other interest in any other Entity or enter into a joint venture with any other Entity;

(E)            (w) lend

money to any Person (except for the advancement of reasonable and customary expenses to employees, directors and consultants in the Ordinary

Course of Business), (x) incur or guarantee any indebtedness for borrowed money, (y) guarantee any debt securities of others

or (z) other than the incurrence or payment of expenses pursuant to the terms of this Agreement, make any capital expenditure or

commitment in excess of $25,000 in the aggregate;

(F)            (v) adopt,

establish or enter into any Parent Employee Plan, including, for the avoidance of doubt, any equity awards plans, (w) cause or permit

any Parent Employee Plan to be amended other than as required by law or in order to make amendments for the purposes of compliance with

Section 409A of the Code or in connection with annual enrollment, (x) pay any bonus or make any profit-sharing or similar payment

to (except with respect to obligations in place on the date of this Agreement pursuant to any Parent Employee Plan disclosed to the Company),

or increase the amount of the wages, salary, commissions, or other compensation or remuneration payable to, any of its directors, officers,

employees or consultants, (y) increase the severance or change of control benefits offered to any current or new employees, directors

or consultants, or (z) hire any officer, employee or consultant.

(G)           acquire

any material asset or sell, lease, license or otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance

with respect to such assets or properties;

(H)           other

than in the Ordinary Course of Business: (u) make, change or revoke any material Tax election; (v) file any amended income

or other material Tax Return; (w) adopt or change any material accounting method in respect of Taxes; (x) enter into any material

Tax closing agreement, settle any material Tax claim or assessment; (y) consent to any extension or waiver of the limitation period

applicable to or relating to any material Tax claim or assessment; or (z) surrender any material claim for Tax refund;

(I)            waive,

settle or compromise any pending or threatened Legal Proceeding against Parent or any of its Subsidiaries, other than waivers, settlements

or agreements (y) for an amount not in excess of $100,000 in the aggregate (excluding amounts to be paid under existing insurance

policies or renewals thereof) and (z) that do not impose any material restrictions on the operations or businesses of Parent or

its Subsidiaries, taken as a whole, or any equitable relief on, or the admission of wrongdoing by Parent or any of its Subsidiaries;

(J)            forgive

any loans to any Person, including its employees, officers, directors or Affiliate;

(K)           terminate

or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy;

(L)            (y) materially

decrease pricing or royalties or other payments set or charged by Parent or any of Subsidiaries to its customers or licensees or (z) agree

to materially decrease pricing or royalties or other payments set or charged by Persons who have licensed Intellectual Property to Parent

or any of Subsidiaries;

(M)          delay

or fail to repay when due any material obligation, including accounts payable and accrued expenses;

(N)           enter

into or amend in a manner adverse to Parent any Parent Material Contract outside of the Ordinary Course of Business; or

(O)           agree,

resolve or commit to do any of the foregoing.

Nothing contained in this Agreement shall give

the Company, directly or indirectly, the right to control or direct the operations of Parent prior to the First Effective Time. Prior

to the First Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control

and supervision over its business operations.

any provision herein to the contrary (including the foregoing provisions of this Section ‎5.1), Parent:

(i)            may

engage in the sale, license, transfer, disposition, divestiture or other monetization transaction (i.e., a royalty transaction) or winding

down of the Parent Legacy Business (including terminating its Parent Real Estate Leases and other Parent Contracts) (each, a “Parent

Legacy Transaction”) and, in connection with any Parent Legacy Transaction, (A) establish

one or more Subsidiaries to hold assets of the Parent Legacy Business, (B) transfer to any such Subsidiary any or all of the assets

of the Parent Legacy Business and the liabilities and obligations related thereto, and (C) take such other steps that are reasonably

necessary to prepare for a Parent Legacy Transaction; provided, however, that to the extent any Parent Legacy Transaction

results in material obligations of Parent that will extend beyond Closing (other than the right of Parent to receive proceeds as a result

of such Parent Legacy Transaction), such terms shall be reasonably acceptable to the Company and any such post-Closing obligations shall

be a reduction to Parent Net Cash; and

(ii)            shall,

if and to the extent Parent reasonably expects the Parent Net Cash to exceed the Parent Target Cash Amount, and may otherwise elect to,

in each case, prior to the First Effective Time, declare and pay a dividend on the shares of Parent Common Stock and Parent Preferred

Stock outstanding (excluding for the avoidance of doubt any shares of Parent Capital Stock issuable pursuant to the Contemplated Transactions)

up to an amount, to be determined in accordance with Section 2.8, equal to the aggregate of Parent’s reasonable, good

faith approximation of the amount by which Parent Net Cash will exceed the Parent Target Cash Amount (such dividend, the “Parent

Pre-Closing Dividend” and such amount, the “Parent Pre-Closing Dividend Amount”). For the avoidance of doubt,

if the Parent Target Cash Amount is less than $0, Parent shall not be entitled to pay any dividend except to the extent the actual Parent

Net Cash is in excess of $0.

5.2            Operation

of the Company’s Business.

(a)            Except

(i) as expressly contemplated or permitted by this Agreement or the Subscription Agreement, (ii) as set forth in Section ‎5.2(a) of

the Company Disclosure Letter, (iii) as required by applicable Law, (iv) with respect to any Company Pre-Closing Financing,

which is expressly permitted, or (v) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld,

delayed or conditioned), during the Pre-Closing Period the Company shall use commercially reasonable efforts to conduct its business

and operations in the Ordinary Course of Business and in material compliance with all applicable Law and the requirements of all Contracts

that constitute Company Material Contracts. For the avoidance of doubt, during the Pre-Closing Period, Ordinary Course of Business, with

respect to the Company, shall also include such build-out, expansion, and development activities as are customary and reasonable for

biotechnology companies at a stage of development substantially similar to that of the Company as of the date hereof, including, without

limitation, activities relating to personnel hiring and retention, laboratory and office expansion, clinical and regulatory infrastructure

development, manufacturing scale-up (including engagement of contract development and manufacturing organizations), implementation of

quality and compliance systems, and other operational capability enhancements; provided, however, that nothing in

this Section 5.2 shall be construed to permit the Company to take any action that is expressly prohibited or restricted by

the terms of this Agreement.

(b)            Except

(i) as expressly contemplated or permitted by this Agreement or the Subscription Agreement, (ii) as set forth in Section 5.2(b) of

the Company Disclosure Letter, (iii) as required by applicable Law, (iv) in connection with any Company Pre-Closing Financing,

which is expressly permitted, or actions taken in the Ordinary Course of Business, or (v) with the prior written consent of Parent

(which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, the Company shall

not do any of the following:

(i)             declare,

accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock; or repurchase, redeem

or otherwise reacquire any shares of Company Capital Stock or other securities (except for shares of Company Common Stock from terminated

employees, directors or consultants of the Company);

(ii)            except

as required to give effect to anything in contemplation of the Closing, amend any of its Organizational Documents, or effect or be a

party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split,

reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(iii)            other

than in the Ordinary Course of Business, sell, issue, grant, or authorize any of the foregoing actions with respect to the shares of

Company Capital Stock outstanding as of the date of this Agreement: (A) any capital stock or other security of the Company (except

for shares of outstanding Company Common Stock issued upon the valid exercise of Company Options or Company Warrants), (B) any option,

warrant or right to acquire any capital stock or any other security or (C) any instrument convertible into or exchangeable for any

capital stock or other security of the Company;

(iv)           other

than in the Ordinary Course of Business, acquire any equity interest or other interest in any other Entity or enter into a joint venture

with any other Entity;

(v)            (A) lend

money to any Person, (B) incur or guarantee any indebtedness for borrowed money, or (C) guarantee any debt securities of others;

(vi)           sell,

lease, license or otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets

or properties, except in the Ordinary Course of Business;

(vii)          sell,

assign, transfer, license, sublicense or otherwise dispose of any material Company IP Rights (other than pursuant to non-exclusive licenses);

(viii)         waive,

settle or compromise any pending or threatened Legal Proceeding against the Company, other than waivers, settlements or agreements (A) for

an amount not in excess of $100,000 in the aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof)

and (B) that do not impose any material restrictions on the operations or businesses of the Company or any equitable relief on,

or the admission of wrongdoing by the Company;

(ix)            enter

into, amend in a manner adverse to the Company or terminate any Company Material Contract outside of the Ordinary Course of Business;

(x)            agree,

resolve or commit to do any of the foregoing.

Nothing contained in this Agreement shall give

Parent, directly or indirectly, the right to control or direct the operations of the Company prior to the First Effective Time. Prior

to the First Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral

control and supervision over its business operations.

5.3            Access

and Investigation.

(a)            Subject

to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement,

during the Pre-Closing Period, upon reasonable notice, Parent, on the one hand, and the Company, on the other hand, shall and shall use

commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other Party’s

Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel, property and assets

and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries,

(b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns,

work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional

financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request,

(c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours,

with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements

and the internal controls of such Party to discuss such matters as the other Party may deem necessary, and (d) make available to

the other Party copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority

in connection with the Contemplated Transactions. Any investigation conducted by either Parent or the Company pursuant to this Section ‎5.3

shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party.

(b)            Notwithstanding

anything herein to the contrary in this Section 5.3, no access or examination contemplated by this Section ‎5.3

shall be permitted to the extent that it would require any Party or its Subsidiaries to waive the attorney-client privilege or attorney

work product privilege, conflict with any third party confidentiality obligations to which such Party is bound, or violate any applicable

Law; provided that such Party or its Subsidiary (i) shall be entitled to withhold only such information that may not be provided

without causing such violation or waiver, (ii) shall provide to the other Party all related information that may be provided without

causing such violation or waiver (including, to the extent permitted, redacted versions of any such information) and (iii) shall

enter into such effective and appropriate joint-defense agreements or other protective arrangements as may be reasonably requested by

the other Party in order that all such information may be provided to the other Party without causing such violation or waiver.

5.4            No

Solicitation.

(a)            Each

of Parent and the Company agrees that, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor shall it or any

of its Subsidiaries authorize or permit any of its Representatives to, directly or indirectly: (i) solicit, initiate or knowingly

encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry

or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry, (ii) furnish any

non-public information regarding such Party to any Person in connection with or in response to an Acquisition Proposal or Acquisition

Inquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry

(other than to inform such Person of the existence of the provisions in this Section ‎5.4), (iv) approve,

endorse or recommend any Acquisition Proposal, (v) execute or enter into any letter of intent or any Contract contemplating or otherwise

relating to any Acquisition Transaction or (vi) publicly propose to do any of the foregoing; provided, however, that,

(x) any public disclosures made in compliance with Section 6.3(e) shall not constitute a violation of this Section 5.4

and (y) notwithstanding anything contained in this Section ‎5.4 and subject to compliance with this Section 5.4,

prior to the approval of this Agreement by a Party’s stockholders (i.e., the Required Company Stockholder Vote, in the case of

the Company, or the Required Parent Stockholder Vote in the case of Parent), such Party may furnish non-public information regarding

such Party and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition

Proposal by such Person which such Party’s board of directors determines in good faith, after consultation with such Party’s

financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn)

if: (A) such Acquisition Proposal was not obtained or made as a direct or indirect result of a breach of this Agreement, (B) the

board of directors of such Party concludes in good faith based on the advice of outside legal counsel, that the failure to take such

action would reasonably be expected to be inconsistent with the board of directors’ fiduciary duties under applicable Law, (C) at

least two (2) Business Days prior to initially furnishing any such nonpublic information to, or entering into discussions with,

such Person, such Party gives the other Party written notice of the identity of such Person and of such Party’s intention to furnish

nonpublic information to, or enter into discussions with, such Person, (D) such Party receives from such Person an executed Acceptable

Confidentiality Agreement and (E) at least two (2) Business Days prior to furnishing any such nonpublic information to

such Person, such Party furnishes such nonpublic information to the other Party (to the extent such information has not been previously

furnished by such Party to the other Party). Without limiting the generality of the foregoing, each Party acknowledges and agrees that,

in the event any Representative of such Party takes any action that, if taken by such Party, would constitute a breach of this Section 5.4

by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section ‎5.4

by such Party for purposes of this Agreement.

(b)            If

any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing

Period, then such Party shall promptly (and in no event later than one (1) Business Day after such Party becomes aware of such

Acquisition Proposal or Acquisition Inquiry) advise the other Party in writing of such Acquisition Proposal or Acquisition Inquiry (including

the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such Party

shall keep the other Party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry

and any material modification or material proposed modification thereto.

Party shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person that

relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and request the destruction or return of any

nonpublic information provided to such Person within twenty-four (24) hours following the execution and delivery of this Agreement.

5.5           Notification

of Certain Matters. During the Pre-Closing Period, each of the Company, on the one hand, and Parent, on the other hand, shall promptly

notify the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is

received from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions,

(b) any Legal Proceeding against or involving or otherwise affecting such Party or its Subsidiaries is commenced, or, to the Knowledge

of such Party, threatened against such Party or, to the Knowledge of such Party, any director or officer of such Party, (c) such

Party becomes aware of any inaccuracy in any representation or warranty made by such Party in this Agreement or (d) the failure

of such Party to comply with any covenant or obligation of such Party; in each case that could reasonably be expected to make the timely

satisfaction of any of the conditions set forth in Section 7, Section 8 or Section 9, as applicable,

impossible or materially less likely. No such notice shall be deemed to supplement or amend the Company Disclosure Letter or the Parent

Disclosure Letter for the purpose of (x) determining the accuracy of any of the representations and warranties made by the Company

in this Agreement or (y) determining whether any condition set forth in Section 7, Section 8 or Section 9

has been satisfied. Any failure by either Party to provide notice pursuant to this Section ‎5.5 shall not be deemed to

be a breach for purposes of Section ‎8.2 or Section 9.2, as applicable, unless such failure to provide such

notice was made with such Party’s Knowledge that such failure to provide notice would reasonably be expected to constitute a breach

of this Section 5.5.

Section 6. Additional

Agreements of the Parties.

6.1            Registration

Statement, Proxy Statement.

(a)            As

promptly as practicable after the date of this Agreement, but no earlier than August 25, 2026, Parent, in cooperation with the Company,

shall prepare and file with the SEC a registration statement on Form S-4 (the “Form S-4”), in which a proxy

statement relating to the Parent Stockholder Meeting to be held in connection with the Merger (together with any amendments thereof or

supplements thereto, the “Proxy Statement”) shall be included as a part (the Proxy Statement and the Form S-4,

collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares

of Parent Common Stock (including any Parent Common Stock issuable upon exercise of any Assumed Warrant or Pre-Funded Warrant) to be

issued by virtue of the Contemplated Transactions, other than any shares of Parent Capital Stock which are not permitted to be registered

on Form S-4 pursuant to applicable Law. Parent shall use commercially reasonable efforts to (i) cause the Registration Statement

to comply with applicable rules and regulations promulgated by the SEC, (ii) cause the Registration Statement to become effective

as promptly as practicable, and (iii) respond promptly to any comments or requests of the SEC or its staff related to the Registration

Statement. Parent shall use commercially reasonable efforts to take all actions required under any applicable federal, state, securities

and other Laws in connection with the issuance of shares of Parent Capital Stock pursuant to the Contemplated Transactions (including

any Parent Common Stock issuable upon exercise of any Assumed Warrant or Pre-Funded Warrant). Each of the Parties shall reasonably cooperate

with the other Party and furnish all information concerning itself and its Affiliates, as applicable, to the other Parties that is required

by law to be included in the Registration Statement as the other Parties may reasonably request in connection with such actions and the

preparation of the Registration Statement and Proxy Statement.

(b)            Parent

covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith)

(i) will comply as to form in all material respects with the requirements of applicable U.S. federal securities laws, and (ii) other

than with respect to information supplied by or on behalf of the Company to Parent for inclusion in the Registration Statement, will

not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in

order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants

and agrees that the information supplied by or on behalf of the Company to Parent for inclusion in the Registration Statement will not

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither

Party makes any covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to

stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other Party or any

of its Representatives regarding such other Party or its Affiliates for inclusion therein.

shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s shareholders as promptly as practicable

after the Registration Statement is declared effective under the Securities Act. If at any time before the First Effective Time, (i) Parent,

Merger Subs or the Company (A) become aware of any event or information that, pursuant to the Securities Act or the Exchange Act,

should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, (B) receives notice of any SEC

request for an amendment or supplement to the Registration Statement or for additional information related thereto, or (C) receives

SEC comments on the Registration Statement, or (ii) the information provided in the Registration Statement has become “stale”

and new information should be disclosed in an amendment or supplement to the Registration Statement, as the case may be, then such Party,

as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such

amendment or supplement with the SEC (and, if appropriate, in mailing such amendment or supplement to the Parent Stockholders) or otherwise

addressing such SEC request or comments and each Party and shall use their commercially reasonable efforts to cause any such amendment

to become effective, if required. Parent shall promptly notify the Company if it becomes aware (1) that the Registration Statement

has become effective, (2) of the issuance of any stop order or suspension of the qualification or registration of the Parent Capital

Stock issuable in connection with the Contemplated Transactions (including any Parent Common Stock issuable upon exercise of any Assumed

Warrant or Pre-Funded Warrant) for offering or sale in any jurisdiction, or (3) any order of the SEC related to the Registration

Statement, and shall promptly provide to the Company copies of all written correspondence between it or any of its Representatives, on

the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Registration Statement and all orders of the SEC

relating to the Registration Statement. The Company and Parent shall each pay 50% of (i) the fees paid in connection with filing

the Registration Statement and any amendments and supplements thereto, and (ii) the fees and expenses in connection with the printing,

mailing and distribution of the Proxy Statement and any amendments and supplements.

(d)            The

Company shall reasonably cooperate with Parent and provide, and cause its Representatives to provide, Parent and its Representatives,

with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement

or reasonably requested by Parent to be included in the Registration Statement (collectively, the “Company Required S-4 Information”).

Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Parent a consent letter

of the Company’s independent accounting firm, dated no later than the date on which the Registration Statement is filed with the

SEC (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for consent letters delivered

by independent public accountants in connection with registration statements similar to the Registration Statement. The Company and its

legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and

supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement,

prior to the filing thereof with the SEC. Parent may file the Registration Statement, or any amendment or supplement thereto, without

the prior consent of the Company, provided that Parent has included the Company Required S-4 Information in the Registration Statement

in substantially the same form as it was provided to Parent by the Company pursuant to this Section ‎6.1; provided,

further, that if the prior consent of the Company is not obtained then, notwithstanding anything else herein, the Company makes

no covenant or representation regarding the portion of such information supplied by or on behalf of the Company to Parent for inclusion

in such Registration Statement that the Company reasonably identifies prior to such filing of the Registration Statement.

(e)            The

Company will use commercially reasonable efforts to, as promptly as reasonably practicable following the date of this Agreement, furnish

to the Parent (i) audited financial statements for each of its fiscal years required to be included in the Registration Statement

(the “Company Audited Financial Statements”), and (ii) unaudited interim financial statements for each interim

period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior

to the Closing Date if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the

“Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim

Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on

a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present

fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity and cash

flows of the Company as of the dates of and for the periods referred to in the Company Audited Financial Statements or the Company Interim

Financial Statements, as the case may be. The Company further agrees to make available to the Parent and its auditor such additional

financial information and supporting materials as Parent may reasonably request in respect of disclosure in the Registration Statement

or in connection with the preparation of any pro forma financial statements for inclusion in the Registration Statement, including, but

not limited to, books and records, schedules, work papers, accounting policies, and tax, capitalization and transaction expense information

reasonably necessary to support any pro forma adjustments and as required under the Securities Act or the Exchange Act or reasonably

requested in connection with any comments or requests of the SEC or its staff.

6.2            Company

Stockholder Written Consent.

(a)            Promptly

after the Registration Statement has been declared effective under the Securities Act, and in any event no later than two (2) Business

Days thereafter, the Company shall obtain the approval by written consent from Company stockholders sufficient for the Required Company

Stockholder Vote in lieu of a meeting pursuant to Section 228 of the DGCL, for purposes of (i) adopting and approving this

Agreement and the Contemplated Transactions, (ii) acknowledging that the approval given thereby is irrevocable and that such stockholder

is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, and that such stockholder has received

and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to

appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair

value of its capital stock under the DGCL (the “Company Stockholder Written Consents”). Under no circumstances shall

the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the Contemplated

Transactions.

(b)            Reasonably

promptly following receipt of the Required Company Stockholder Vote, the Company shall prepare and mail a notice (the “Stockholder

Notice”) to every stockholder of the Company that did not execute the Company Stockholder Written Consent, if any. The Stockholder

Notice shall (i) be a statement to the effect that the Company Board determined that the Merger is advisable in accordance with

Section 251(b) of the DGCL and in the best interests of the stockholders of the Company and approved and adopted this Agreement,

the Merger and the other Contemplated Transactions, (ii) provide the stockholders of the Company to whom it is sent with notice

of the actions taken in the Company Stockholder Written Consent, including the adoption and approval of this Agreement, the Merger and

the other Contemplated Transactions in accordance with Section 228(e) of the DGCL and the certificate of incorporation and

bylaws of the Company and (iii) include a description of the appraisal rights of the Company’s stockholders available under

the DGCL, along with such other information as is required thereunder and pursuant to applicable Law. All materials (including any amendments

thereto) submitted to the stockholders of the Company in accordance with this Section 6.2(b) shall be subject to Parent’s

advance review (the period of time starting upon delivery of any such materials to Parent and ending upon resolution of any good faith

comments raised by Parent, the “Company Stockholder Consent Review Period”), and the Company shall consider in good

faith any comments raised by Parent in connection with Parent’s review.

Company agrees that, subject to Section ‎6.2(d): (i) the Company Board shall recommend that the Company’s

stockholders vote to adopt and approve this Agreement and the Contemplated Transactions and shall use commercially reasonable efforts

to solicit such approval within the time set forth in Section 6.2(a) (the recommendation of the Company Board that the

Company’s stockholders vote to adopt and approve this Agreement being referred to as the “Company Board Recommendation”)

and (ii) the Company Board Recommendation shall not be withdrawn or modified (and the Company Board shall not publicly propose to

withdraw or modify the Company Board Recommendation) in a manner adverse to Parent, and no resolution by the Company Board or any committee

thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly

propose to adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed.

(d)            Notwithstanding

anything to the contrary contained in Section 6.2(c), and subject to compliance with Section ‎5.4

and Section ‎6.2, if at any time prior to approval and adoption of this Agreement by the Required Company Stockholder

Vote, (i) the Company receives a bona fide unsolicited written Acquisition Proposal that did not result from a breach of Section 5.4

or Section 6.2 and that the Company Board determines, following consultation with its outside legal counsel and financial

advisor, to be a Superior Offer, or (ii) as a result of a material development or change in circumstances (other than any such event,

development or change to the extent (A) known or reasonably foreseeable to the Company, the Company Board or any of its executive

officers as of the date of this Agreement or (B) related to (1) any Acquisition Proposal, Acquisition Inquiry, Acquisition

Transaction or the consequences thereof, (2) any events, developments or changes relating to Parent or Merger Subs, or (3) the

fact, in and of itself, that the Company meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial

performance or results of operations) that affects the business, assets or operations of the Company that occurs or arises after the

date of this Agreement (a “Company Intervening Event”), the Company Board may withhold, amend, withdraw or modify

the Company Board Recommendation (or publicly propose to withhold, amend, withdraw or modify the Company Board Recommendation) in a manner

adverse to Parent (collectively, a “Company Board Adverse Recommendation Change”) if, but only if, (x) in the

case of a Superior Offer, following the receipt of and on account of such Superior Offer, (i) the Company Board determines in good

faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation

would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (ii) the Company has, during the

Notice Period (as defined below), negotiated with Parent in good faith to make such adjustments to the terms and conditions of this Agreement

so that such Acquisition Proposal ceases to constitute a Superior Offer and (iii) if Parent has delivered to the Company a written

offer to alter the terms or conditions of this Agreement during the Notice Period, the Company Board shall have determined in good faith,

based on the advice of its outside legal counsel and financial advisor, that the failure to withhold, amend, withdraw or modify the Company

Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (after taking into

account such alterations of the terms and conditions of this Agreement); provided that (1) Parent receives written notice

from the Company confirming that the Company Board has determined to change its recommendation at least four (4) Business Days in

advance of the Company Board Adverse Recommendation Change (the “Notice Period”), which notice shall include a description

in reasonable detail of the reasons for such Company Board Adverse Recommendation Change, and written copies of any relevant proposed

transaction agreements with any party making a potential Superior Offer, (2) during any Notice Period, Parent shall be entitled

to deliver to the Company one or more counterproposals to such Acquisition Proposal and the Company will, and cause its Representatives

to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions

of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (3) in the event of any

material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration the Company’s stockholders

would receive as a result of such potential Superior Offer), the Company shall be required to provide Parent with notice of such material

amendment and the Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remain in the

Notice Period following such notification during which the parties shall comply again with the requirements of this Section 6.2(d) and

the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Notice Period as so extended

(it being understood that there may be multiple extensions) or (y) in the case of a Company Intervening Event, the Company promptly

notifies Parent, in writing, within the Notice Period before making a Company Board Adverse Recommendation Change, which notice shall

state expressly the material facts and circumstances related to the applicable Company Intervening Event and that the Company Board intends

to make a Company Board Adverse Recommendation Change, and the Company shall have given Parent two (2) Business Days thereafter

to propose revisions to the terms of this Agreement or make other proposals so that such Company Intervening Event would no longer necessitate

a Company Board Adverse Recommendation Change.

(e)            The

Company’s obligation to solicit the consent of its stockholders to sign the Company Stockholder Written Consent in accordance with

Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission

of any Superior Offer or other Acquisition Proposal or Acquisition Inquiry or Company Intervening Event, or by any Company Board Adverse

Recommendation Change.

6.3            Parent

Stockholder Meeting.

(a)            Parent

shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock

to consider and vote to approve (I) the issuance of shares of Parent Common Stock that represent (or are convertible into) more

than twenty percent (20%) of the shares of Parent Common Stock outstanding immediately prior to the First Effective Time to the Company

stockholders in connection with the Contemplated Transactions and the change of control of Parent resulting from the Contemplated Transactions,

in each case pursuant to the Nasdaq rules and (II) clauses (ii) through (vi) of the definition of “Parent Charter

Amendment” (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder

Meeting”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement

is declared effective under the Securities Act, and in any event, no later than forty-five (45) days after the effective date of the

Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder

Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date

of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably

believes that (i) it will not receive proxies sufficient to obtain the Required Parent Stockholder Vote, whether or not a quorum

would be present, (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to

constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting or (iii) that the failure to postpone or

adjourn the Parent Stockholder Meeting would reasonably be expected to be inconsistent with its fiduciary obligations under applicable

Law, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting

as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of 45 days in connection with

any postponements or adjournments.

(b)            Parent

agrees that (i) the Parent Board shall recommend that the holders of Parent Common Stock vote to approve the Parent Stockholder

Matters and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 6.3(a) above

and (ii) the Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s shareholders

vote to approve the Parent Stockholder Matters (the recommendation of the Parent Board being referred to as the “Parent Board

Recommendation”).

anything to the contrary contained in Section ‎6.3(b), and subject to compliance with Section ‎5.4

and Section 6.3, the Parent Board may withhold, amend, withdraw or modify the Parent Board Recommendation (or publicly propose

to withhold, amend, withdraw or modify the Parent Board Recommendation) in a manner adverse to the Company (a “Parent Board

Adverse Recommendation Change”) if, at any time prior to approval and adoption of this Agreement by the Required Parent Stockholder

Vote, (i) Parent receives a bona fide written Acquisition Proposal that the Parent Board determines, following consultation with

its outside legal counsel and financial advisor, to be a Superior Offer or (ii) as a result of a material development or change

in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition

Inquiry, Acquisition Transaction or the consequences thereof, (B) the fact, in and of itself, that Parent meets or exceeds internal

budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, or (C) any Parent

Legacy Transaction) that affects the business, assets or operations of Parent that occurs or arises after the date of this Agreement

(a “Parent Intervening Event”), if, but only if, (x) in the case of a Superior Offer, following the receipt of

and on account of such Superior Offer, (i) the Parent Board determines in good faith, based on the advice of its outside legal counsel,

that the failure to withhold, amend, withdraw or modify the Parent Board Recommendation would reasonably be expected to be inconsistent

with its fiduciary duties under applicable Law, (ii) Parent has, and has caused its financial advisors and outside legal counsel

to, during the Parent Notice Period (as defined below), negotiated with the Company in good faith to make such adjustments to the terms

and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer, and (iii) if, after the

Company has delivered to Parent a written offer to alter the terms or conditions of this Agreement during the Parent Notice Period, the

Parent Board shall have determined in good faith, based on the advice of its outside legal counsel and financial advisor, that the failure

to withhold, amend, withdraw or modify the Parent Board Recommendation would reasonably be expected to be inconsistent with its fiduciary

duties under applicable Law (after taking into account such alterations of the terms and conditions of this Agreement); provided

that (1) the Company receives written notice from Parent confirming that the Parent Board has determined to change its recommendation

at least four (4) Business Days in advance of the Parent Board Adverse Recommendation Change (the “Parent Notice Period”),

which notice shall include a description in reasonable detail of the reasons for such Parent Board Adverse Recommendation Change, and

written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (2) during any

Parent Notice Period, the Company shall be entitled to deliver to Parent one or more counterproposals to such Acquisition Proposal and

Parent will, and cause its Representatives to, negotiate with the Company in good faith (to the extent the Company desires to negotiate)

to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute

a Superior Offer and (3) in the event of any material amendment to any Superior Offer (including any revision in the amount, form

or mix of consideration the Parent’s shareholders would receive as a result of such potential Superior Offer), Parent shall be

required to provide the Company with notice of such material amendment and the Parent Notice Period shall be extended, if applicable,

to ensure that at least three (3) Business Days remain in the Parent Notice Period following such notification during which the

parties shall comply again with the requirements of this Section ‎6.3(c) and the Parent Board shall not make

a Parent Board Adverse Recommendation Change prior to the end of such Parent Notice Period as so extended (it being understood that there

may be multiple extensions) or (y) in the case of a Parent Intervening Event, Parent promptly notifies the Company, in writing,

within the Parent Notice Period before making a Parent Board Adverse Recommendation Change, which notice shall state expressly the material

facts and circumstances related to the applicable Parent Intervening Event and that the Parent Board intends to make a Parent Board Adverse

Recommendation Change.

(d)            Parent’s

obligation to call, give notice of and hold the Parent Stockholder Meeting in accordance with Section 6.3(a) shall not

be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer, Acquisition Proposal

or Acquisition Inquiry, or by any Parent Board Adverse Recommendation Change.

(e)            Nothing

contained in this Agreement shall prohibit Parent or the Parent Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated

under the Exchange Act; provided, however, that any disclosure made by Parent or the Parent Board pursuant to Rules 14d-9

and 14e-2(a) shall be limited to a statement that Parent is unable to take a position with respect to the bidder’s tender

offer unless the Parent Board determines in good faith, after consultation with its outside legal counsel, that such statement would

reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) complying with Item 1012(a) of

Regulation M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in Section 5.4;

or (iv) making any disclosure that the Parent Board (or a committee thereof), after consultation with its outside legal counsel,

has determined in good faith is required by applicable Law or by any listing or trading rules or regulations of Nasdaq; provided

that, in the case of (iv), Parent shall provide the Company with a reasonable opportunity to review any such disclosure not less than

two (2) Business Days prior to the making thereof (to the extent practicable) and shall consider in good faith any comments from

the Company thereto.

6.4           Efforts;

Regulatory Approvals.

(a)            The

Parties shall use commercially reasonable efforts to obtain all regulatory approvals required by applicable Law to consummate the Contemplated

Transactions. In addition, and without limiting the generality of the foregoing, each Party (i) shall make all filings and other

submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions,

(ii) shall use commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any

applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain

in full force and effect, (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal

bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to

the consummation of this Agreement.

(b)            Notwithstanding

the generality of the foregoing, each Party shall use commercially reasonable efforts to file or otherwise submit, as soon as practicable

after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be filed by such Party

with or otherwise submitted by such Party to any Governmental Authority with respect to the Contemplated Transactions, and to submit

promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the

Parties shall prepare and file, if required, (a) the notification and report forms required to be filed under the HSR Act within

fifteen (15) Business Days after the date of this Agreement and (b) any notification or other document required to be filed in connection

with the Merger under any applicable foreign Law relating to antitrust or competition matters, no later than fifteen (15) Business Days

after the date the Company and Parent receive notification (in writing or otherwise) from the Federal Trade Commission, the Department

of Justice, any state attorney general, foreign antitrust or competition authority or other Governmental Authority that a filing is required

in connection with antitrust or competition matters. Parent and the Company shall each pay 50% of all filing fees required to be paid

by the Parties in connection with any notification and report forms required to be filed under the HSR Act or any notification required

to be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters (collectively,

“Antitrust Fees”).

limiting the generality of the foregoing, Parent shall give the Company prompt written notice (email being sufficient) of any litigation

against Parent and/or its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”)

(including by providing copies of all pleadings with respect thereto) and keep the Company reasonably informed with respect to the status

thereof. Parent will (i) give the Company the opportunity to participate in, but not control, the defense, settlement or prosecution

of any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided

that Parent and the Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely affect

the privilege such as entering into common interest agreements, joint defense agreements or similar agreements), (ii) consult with

the Company with respect to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith

the Company’s advice with respect to such Transaction Litigation. Parent will obtain the prior written consent of the Company (such

consent not to be unreasonably withheld, conditioned or delayed) prior to settling or satisfying any such claim.

6.5           Company

Options; Company RSUs; Company Warrants.

(a)            At

the First Effective Time, Parent shall assume each Company Stock Plan and each Company Option (including any Service Provider Grants),

whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, cease

to represent a right to acquire shares of Company Common Stock and shall be converted, at the First Effective Time, into an option to

purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms and conditions (including any vesting

provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as

of immediately prior to the First Effective Time, except for administrative or ministerial changes as determined by the Company Board

(or, following the First Effective Time, the Parent Board or compensation committee). The number of shares of Parent Common Stock subject

to each such Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to the respective Company

Option immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest

whole share of Parent Common Stock, and such Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent)

equal to (A) the exercise price per share of the Company Common Stock otherwise purchasable pursuant to the respective Company Option

immediately prior to the First Effective Time divided by (B) the Exchange Ratio; provided that in the case of any Company Option

to which Section 421 of the Code applies as of immediately prior to the First 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 Assumed

Option to which Section 409A of the Code applies as of the First 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. The Company

Board shall, prior to the First Effective Time, take all actions necessary to effect the foregoing.

(b)            At

the First Effective Time, each award of Company RSU (including any Service Provider Grants), whether vested or unvested, that is outstanding

immediately prior to the First Effective Time shall, at the First Effective Time, cease to represent a right to acquire shares of Company

Common Stock and shall be converted, at the First Effective Time, into a restricted stock unit award to acquire shares of Parent Common

Stock (an “Assumed RSU Award”), on the same terms and conditions (including any vesting provisions and any provisions

providing for accelerated vesting upon certain events) as were applicable under such Company RSU as of immediately prior to the First

Effective Time, except for administrative or ministerial changes as determined by the Company Board (or, following the First Effective

Time, the Parent Board or compensation committee). Each such Assumed RSU Award shall represent the right to receive, upon settlement,

that number of shares of Parent Common Stock as is equal to: (i) the number of shares of Company Common Stock subject to the respective

Company RSU immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to

the nearest whole share of Parent Common Stock; provided, that in the case of any Assumed RSU Award to which Section 409A

of the Code applies as of the First Effective Time, the number of shares of Parent Common Stock subject to such restricted stock unit

and the terms and conditions governing such restricted stock unit 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. The Company Board shall, prior to

the First Effective Time, take all actions necessary to effect the foregoing.

the First Effective Time, each Company Warrant (including any pre-funded Company Warrant issued pursuant to the Company Pre-Closing Financing),

whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, cease

to represent a right to acquire shares of Company Capital Stock and shall be converted, at the First Effective Time, into a warrant to

purchase shares of Parent Common Stock (an “Assumed Warrant”), on the same terms and conditions (including any vesting

provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Warrant as

of immediately prior to the First Effective Time. The number of shares of Parent Common Stock subject to each such Assumed Warrant shall

be equal to (i) the number of shares of the Company Common Stock subject to each Assumed Warrant immediately prior to the First

Effective Time multiplied by (ii) the Exchange Ratio (rounded up to the next whole share of Parent Common Stock to the extent the

aggregate amount of fractional shares of Parent Common Stock such holder of Assumed Warrants would otherwise be entitled to is equal

to or exceeds 0.50, and otherwise rounded down), and such Assumed Warrant shall have an exercise price per share (rounded up to the nearest

whole cent) equal to (A) the exercise price per share of the Company Common Stock otherwise purchasable pursuant to such Assumed

Warrant immediately prior to the First Effective Time divided by (B) the Exchange Ratio. The Company Board shall, prior to the First

Effective Time, take all actions necessary to effect the foregoing.

6.6            Employee

Benefits.

(a)            The

parties acknowledge and agree that the Merger shall not constitute a “change in control” (or term of similar import) under

any Company Employee Plan.

(b)            From

and after the First Effective Time, with respect to each benefit plan maintained by Parent or the Surviving Entity that is an “employee

welfare benefit plan” as defined in Section 3(1) of ERISA (each, a “Post-Closing Welfare Plan”) in

which any current or former employee of Parent is or becomes eligible to participate (including under COBRA), Parent and the Surviving

Entity shall use commercially reasonable efforts to cause each such Post-Closing Welfare Plan to (i) waive all limitations as to

pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements

applicable under such Post-Closing Welfare Plan for such current or former Parent employee and his or her eligible dependents to the

same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied

or would have been waived under the corresponding Parent Employee Plan in which such current or former Parent employee was a participant

immediately prior to his or her commencement of participation in such Post-Closing Welfare Plan, and (ii) provide each such current

or former Parent employee and his or her eligible dependents with credit for any co-payments and deductibles paid in the plan year that

includes the First Effective Time, and prior to the date that, such current or former Parent employee commences participation in such

Post-Closing Welfare Plan in satisfying any applicable co-payment or deductible requirements under such Post-Closing Welfare Plan for

the applicable plan year, to the extent that such expenses were recognized for such purposes under the comparable Parent Employee Plan.

401(k) Plan. Unless directed otherwise by the Company in writing no less than ten (10) Business Days before the Closing

Date, Parent shall have, at least one (1) Business Day prior to the Closing Date, (i) ceased contributions to, and adopted

written resolutions (or taken other necessary and appropriate action(s)) to terminate the Parent 401(k) Plan (the “401(k) Plan”)

in compliance with the 401(k) Plan’s terms and the requirements of applicable Law, (ii) made all employee and employer

contributions to the 401(k) Plans for all periods of service prior to the Closing Date in accordance with the terms of the 401(k) Plan,

and (iii) 100% vested all participants under the 401(k) Plan, with such termination effective no later than one (1) day

prior to the Closing Date. Parent shall provide the Company copies of all such corporate actions or documentation related to the same

at least three (3) Business Days before their adoption or approval for the Company’s reasonable review and comment.

(d)            Parent

Options. As of immediately prior to the First Effective Time, each Parent Option that is then outstanding but not then vested or

exercisable shall become immediately vested (with all performance conditions associated with such Parent Options, if any, deemed satisfied

in full) and exercisable in full. At the First Effective Time, each In the Money Parent Option that is then outstanding shall be canceled

and the holder thereof shall be entitled to receive (i) an amount in cash without interest, less any applicable tax withholding,

equal to the product obtained by multiplying (A) the excess of the Parent Closing Price over the exercise price per share of the

Parent Common Stock underlying such Parent Option by (B) the number of shares of the Parent Common Stock underlying such Parent

Option (such amount, the “Parent Stock Option Cash Consideration”). Parent shall cause the Surviving Entity to pay

the Parent Stock Option Cash Consideration, less applicable withholdings, at or within ten (10) Business Days after the First Effective

Time. At the First Effective Time, each Out of the Money Parent Option shall be cancelled for no consideration. Prior to the Closing,

the Parent Board shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide for the

foregoing.

(e)            Parent

Restricted Stock Awards. As of immediately prior to the First Effective Time, the Parent Board shall have adopted appropriate resolutions

and taken all other actions necessary and appropriate to provide that the vesting of each outstanding and unvested Parent Restricted

Stock Award shall be accelerated in full effective as of immediately prior to the First Effective Time, contingent on the occurrence

of the Closing. Notwithstanding anything herein to the contrary, the tax withholding obligations for each holder receiving shares of

Parent Common Stock in accordance with the preceding sentence shall be satisfied by Parent withholding from issuance that number of shares

of Parent Common Stock calculated by multiplying the legally-required withholding rate for such holder in connection with such issuance

by the number of shares of Parent Common Stock to be issued in accordance with the preceding sentence, and rounding up to the nearest

whole share and remitting such withholding in cash to the appropriate taxing authorities. Prior to the Closing, the Parent Board shall

have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide for the foregoing.

6.7           Indemnification

of Officers and Directors.

(a)            From

the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving

Entity shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior

to the First Effective Time, a director or officer of Parent or the Company, respectively (the “D&O Indemnified Parties”),

against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’

fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or

investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified

Party is or was a director or officer of Parent or of the Company, whether asserted or claimed prior to, at or after the First Effective

Time, in each case, to the fullest extent permitted under the DGCL. Each D&O Indemnified Party will be entitled to advancement of

expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity,

jointly and severally, upon receipt by Parent or the Surviving Entity from the D&O Indemnified Party of a request therefor; provided

that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay

such advances if it is ultimately determined that such person is not entitled to indemnification. Without otherwise limiting the D&O

Indemnified Parties’ rights with regards to counsel, following the First Effective Time, the D&O Indemnified Parties shall

be entitled to continue to retain Sidley Austin LLP or such other counsel selected by the D&O Indemnified Parties.

(b)            The

Organizational Documents of the Surviving Entity shall contain, and Parent shall cause the Organizational Documents of the Surviving

Entity to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present

and former directors and officers as those presently set forth in the certificate of incorporation and bylaws of Parent.

and after the First Effective Time, (i) the Surviving Entity shall fulfill and honor in all respects the obligations of the Company

to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s

Organizational Documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with

respect to claims arising out of matters occurring at or prior to the First Effective Time and (ii) Parent shall fulfill and honor

in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification

provisions under Parent’s Organizational Documents and pursuant to any indemnification agreements between Parent and such D&O

Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the First Effective Time.

(d)            From

and after the First Effective Time, Parent shall maintain directors’ and officers’ liability insurance policies, with an

effective date as of the Closing Date, on commercially reasonable terms and conditions and with coverage limits customary for U.S. public

companies similarly situated to Parent. In addition, Parent shall purchase at its sole expense, prior to the First Effective Time, a

six (6) year prepaid “D&O tail policy” for the non-cancelable extension of the directors’ and officers’

liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery

period of at least six (6) years from and after the First Effective Time with respect to any claim related to any period of time

at or prior to the First Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the

coverage provided under Parent’s existing policies as of the date of this Agreement, or otherwise acceptable to Parent, except

that Parent will not commit or spend on such “D&O Tail policy” annual premiums in excess of 300% of the annual premiums

paid by Parent in its last full fiscal year prior to the date hereof for Parent’s current policies of directors’ and officers’

liability insurance and fiduciary liability insurance (nor, for the avoidance of doubt, shall Parent be obligated to spend any specific

amount), and if such premiums for such “D&O tail policy” would exceed 300% of such annual premium, then Parent shall

purchase policies that provide the maximum coverage available at an annual premium equal to 300% of such annual premium. The Company

shall in good faith cooperate with Parent prior to the First Effective Time with respect to the procurement of such “D&O tail

policy.”

(e)            From

and after the First Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the

persons referred to in this Section ‎6.7 in connection with their enforcement of the rights provided to such persons

in this Section ‎6.7.

(f)            The

provisions of this Section ‎6.7 are intended to be in addition to the rights otherwise available to the current

and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit

of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their Representatives.

(g)            In

the event Parent or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any

other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers

all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that

the successors and assigns of Parent or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this

Section 6.7. Parent shall cause the Surviving Entity to perform all of the obligations of the Surviving Entity under this

Section ‎6.7.

6.8            Disclosure.

The Parties shall use their commercially reasonable efforts to agree to the text of any initial press release and Parent’s Form 8-K

announcing the execution and delivery of this Agreement. Without limiting any Party’s obligations under the Confidentiality Agreement,

no Party shall, and no Party shall permit any of its Subsidiaries or any of its Representatives to, issue any press release or make any

public disclosure regarding the Contemplated Transactions unless: (a) the other Party shall have approved such press release or

disclosure in writing, such approval not to be unreasonably conditioned, withheld or delayed; or (b) such Party shall have determined

in good faith, upon the advice of outside legal counsel, that such disclosure is required by applicable Law and, to the extent practicable,

before such press release or disclosure is issued or made, such Party advises the other Party of, and consults with the other Party regarding,

the text of such press release or disclosure; provided, however, that each of the Company and Parent may make any public

statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst

conference calls, so long as any such statements are consistent with previous press releases, public disclosures or public statements

made by the Company or Parent in compliance with this Section 6.8. Notwithstanding the foregoing, a Party need not consult

with any other Parties in connection with such portion of any press release, public statement or filing to be issued or made pursuant

to Section 6.2(d) or pursuant to Section 6.3(e).

6.9            Listing.

At or prior to the First Effective Time, Parent shall use its commercially reasonable efforts to (a) maintain its listing on Nasdaq

until the First Effective Time and to obtain approval of the listing of the combined corporation on Nasdaq, (b) to the extent required

by the rules and regulations of Nasdaq, prepare and submit to Nasdaq a notification form for the listing of the shares of Parent

Common Stock to be issued in connection with the Contemplated Transactions, and to cause such shares to be approved for listing (subject

to official notice of issuance); (c) prepare and timely submit to Nasdaq a notification form for the Nasdaq Reverse Split (if required)

and to submit a copy of the amendment to Parent’s certificate of incorporation effecting the Nasdaq Reverse Split, certified by

the Secretary of State of the State of Delaware, to Nasdaq on the Closing Date; and (d) to the extent required by Nasdaq Marketplace

Rule 5110, assist the Company in preparing and filing an initial listing application for the Parent Capital Stock on Nasdaq (including

any Parent Common Stock issuable upon conversion thereof) (the “Nasdaq Listing Application”) and to cause such Nasdaq

Listing Application to be conditionally approved prior to the First Effective Time. Each Party will reasonably promptly inform the other

Party of all verbal or written communications between Nasdaq and such Party or its Representatives. The Parties will use commercially

reasonable efforts to coordinate with respect to compliance with Nasdaq rules and regulations. The Party not filing the Nasdaq Listing

Application will cooperate with the other Party as reasonably requested by such filing Party with respect to the Nasdaq Listing Application

and promptly furnish to such filing Party all information concerning itself and its members that may be required or reasonably requested

in connection with any action contemplated by this Section ‎6.9. The Company and Parent shall each pay 50% of Nasdaq

fees associated with any action contemplated by this Section ‎6.9, including any fees related to the engagement of a

consultant (the “Nasdaq Fees”).

6.10         Tax

Matters.

(a)            The

Parties shall use reasonable best efforts (and each shall cause its Affiliates) to cause the Merger to qualify for the Intended Tax Treatment.

No Party shall take any actions, or fail to take any action, which action or failure to act would reasonably be expected to prevent or

impede the Intended Tax Treatment. The Parties shall report the Contemplated Transactions for all applicable Tax purposes in a manner

that is consistent with the Intended Tax Treatment. No Party shall take any position that is inconsistent with the Intended Tax Treatment

during the course of any audit, litigation or other proceeding with respect to Taxes, in each case, unless otherwise required by a determination

within the meaning of Section 1313(a) of the Code. The Parties shall comply with the recordkeeping and information reporting

requirements imposed on them to support the Intended Tax Treatment, including, but not limited to, those set forth in Treasury Regulations

Section 1.368-3.

(b)            Parent

shall promptly notify the Company if, at any time before the First Effective Time, Parent becomes aware of any fact or circumstance that

could reasonably be expected to prevent, cause a failure of, or impede the Intended Tax Treatment. The Company shall promptly notify

Parent if, at any time before the First Effective Time, the Company becomes aware of any fact or circumstance that could reasonably be

expected to prevent, cause a failure of, or impede the Intended Tax Treatment.

the SEC requires that an opinion with respect to the Intended Tax Treatment be prepared and submitted in connection with the Registration

Statement and Proxy Statement, (i) the Company shall use its reasonable best efforts to cause Gibson, Dunn and Crutcher LLP (or

such other nationally recognized law firm reasonably satisfactory to the Company) to furnish an opinion (as so required and subject to

customary assumptions and limitations), (ii) Parent shall use its reasonable best efforts to cause Sidley Austin LLP (or such other

nationally recognized law firm reasonably satisfactory to Parent) to furnish an opinion (as so required and subject to customary assumptions

and limitations), and (iii) Parent and the Company shall each deliver to each of Gibson, Dunn and Crutcher LLP (or such other nationally

recognized law firm reasonably satisfactory to the Company) and Sidley Austin LLP (or such other nationally recognized law firm reasonably

satisfactory to Parent) a Tax certificate, dated as of the date the Registration Statement and Proxy Statement shall have been declared

effective by the SEC and signed by an officer of Parent or the Company, as applicable, containing customary representations and covenants

reasonably acceptable to the Company and Parent, as applicable, in each case, as reasonably necessary and appropriate to enable such

advisors to render such opinions (the “Tax Certificates”). Each of Parent and the Company shall use its reasonable

best efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any

action which would cause to be untrue) any of the Tax certifications, covenants or representations included in the Tax Certificates.

(d)            Parent

and the Company shall reasonably cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications

or other documents regarding any real property transfer, sales, use, transfer, value added, stock transfer and stamp Taxes, and transfer,

recording, registration and other fees and similar Taxes which become payable in connection with the Merger that are required or permitted

to be filed on or before the First Effective Time. Each of Parent and the Company shall pay, without deduction from any consideration

or other amounts payable or otherwise deliverable pursuant to this Agreement and without reimbursement from the other party, any such

Taxes or fees imposed on it by any Governmental Authority, which becomes payable in connection with the Merger.

6.11          Legends.

Parent shall be entitled to place appropriate legends on the book entries and/or certificates evidencing any shares of Parent Capital

Stock to be received in the Merger by equityholders of the Company who may be considered “affiliates” of Parent for purposes

of Rules 144 and 145 under the Securities Act reflecting the restrictions set forth in Rules 144 and 145 and to issue appropriate

stop transfer instructions to the transfer agent for any such shares of Parent Capital Stock.

6.12          Officers

and Directors. Until successors are duly elected or appointed and qualified in accordance with applicable Law, the Parties shall

take all necessary action so that the Persons listed on Section 6.12 of the Company Disclosure Letter are elected or appointed,

as applicable, to the positions of officers or directors of Parent and the Surviving Entity, as set forth therein, to serve in such positions

effective as of the Second Effective Time. If any Person listed on Section ‎6.12 of the Company Disclosure Letter is

unable or unwilling to serve as officer or director of Parent or the Surviving Entity, as set forth therein, the Company shall designate

a successor. Notwithstanding the foregoing, at any time prior to the Second Effective Time, the Company shall have a right to amend Section 6.12

of the Company Disclosure Letter, with respect to officers and directors of Parent and Surviving Entity, in its sole discretion. The

Company shall use reasonable best efforts to cause each of the Persons that will serve as directors and officers of the Parent following

the Closing to execute and deliver a Lock-Up Agreement prior to Closing.

6.13         Termination

of Certain Agreements and Rights. Each of Parent and the Company shall cause any stockholder agreements, voting agreements, registration

rights agreements, co-sale agreements and any other similar Contracts between either Parent or the Company and any holders of Parent

Common Stock or Company Capital Stock, respectively (collectively, the “Investor Agreements”), including any such

Contract granting any Person investor rights, rights of first refusal, registration rights or director registration rights, to be terminated

immediately prior to the First Effective Time, without any liability being imposed on the part of Parent or the Surviving Entity.

6.14         Section 16

Matters. Prior to the First Effective Time, Parent shall take all such steps as may be required to cause any acquisitions of Parent

Common Stock and any options to purchase Parent Common Stock in connection with the Contemplated Transactions, by each individual who

is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to

Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

6.15         Allocation

Information. The Company will prepare and deliver to Parent prior to the Closing a spreadsheet setting forth (as of immediately prior

to the First Effective Time) (a) each holder of (i) Company Capital Stock, (ii) Company Options, (iii) Company RSUs,

and (iv) Company Warrants, (b) such holder’s name and address, (c) with respect to holders of Company Capital Stock,

the number or percentage and type of Company Capital Stock held as of the Closing Date for each such holder and (d) the number of

shares of Parent Capital Stock, Pre-Funded Warrants, Assumed Options, Assumed RSU Awards, and Assumed Warrants to be issued to such holder

pursuant to this Agreement in respect of the Company Capital Stock, Company Options, Company RSUs and Company Warrants held by such holder

as of immediately prior to the First Effective Time (the “Allocation Certificate”).

6.16          Parent

SEC Documents. From the date of this Agreement to the First Effective Time, Parent shall use commercially reasonable efforts to timely

file with the SEC all registration statements, proxy statements, Certifications, reports, schedules, exhibits, forms and other documents

required to be filed by Parent with the SEC under the Exchange Act or the Securities Act (“SEC Documents”). As of

its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each SEC Document filed by

Parent with the SEC (a) shall comply in all material respects with the applicable requirements of the Exchange Act and the Securities

Act, and (b) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated

therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

6.17         Obligations

of Merger Subs. Parent will take all action necessary to cause each Merger Sub to perform its obligations under this Agreement and

to consummate the Merger on the terms and conditions set forth in this Agreement.

6.18         Parent

Pre-Closing Dividend. If Parent declares the Parent Pre-Closing Dividend, then, prior to the First Effective Time, Parent shall deposit

the Parent Pre-Closing Dividend Amount with Parent’s transfer agent for further distribution to the holders of the shares of Parent

Common Stock and to the holders of the shares of Parent Preferred Stock, in each case, outstanding as of the record date of the Parent

Pre-Closing Dividend.

6.19          Parent

Warrants. If required by any applicable Parent Warrant, promptly after the date of this Agreement, and in any event within the time

period as set forth in the Parent Warrant, Parent shall deliver notice to the holders of such Parent Warrants with respect to the transactions

contemplated by this Agreement and the rights of the holders thereof in connection therewith, subject to the review and approval of Company

(not to be unreasonably withheld). Parent shall use its reasonable best efforts to ensure that, at the First Effective Time, each Parent

Warrant that is outstanding and unexercised immediately prior to the First Effective Time shall be exercised in full, effective immediately

prior to and conditioned upon the occurrence of the First Effective Time, such that no Existing Parent Pre-Funded Warrants remain outstanding

as of the First Effective Time. For the avoidance of doubt, any Parent Warrant (or portion thereof) that remains outstanding as of immediately

prior to the First Effective Time shall be included in the Parent Outstanding Shares (on an as-exercised, net of nominal exercise price,

basis) for all purposes hereunder, without duplication of any shares of Parent Common Stock issued upon exercise prior to the First Effective

Time.

6.20         Company

Pre-Closing Financing. In the event the structure of the Company Pre-Closing Financing either violates applicable Law or prevents

or materially delays Parent from causing the Registration Statement to become effective in a timely manner, and in any event sixty (60)

days prior to the End Date, then Parent and the Company shall, and shall use their reasonable best efforts to cause the investors in

the Company Pre-Closing Financing, to cause the Company Pre-Closing Financing to be amended, modified and/or restructured such that such

investment occurs as a direct acquisition of shares of Parent Capital Stock substantially contemporaneously with the Closing in a manner

which preserves to the extent possible, the amount of funds ultimately received by Parent and its Subsidiaries, and the number of Parent

shares ultimately held by the investor in respect of such amounts as though the Company Pre-Closing Financing has been consummated by

its terms. In the event that all conditions in the Subscription Agreements have been satisfied, the Company shall use its reasonable

best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to

consummate the transactions contemplated by the Subscription Agreements on the terms described therein, including using its reasonable

best efforts to enforce its rights under the Subscription Agreements to cause such investors to pay to (or as directed by) the Company

the applicable purchase price under each such investor’s applicable Subscription Agreement in accordance with its terms.

6.21         Termination

of Certain Agreements; Wind-Down Activities. Promptly following the date hereof, Parent will take all action necessary to terminate

each of those agreements listed on Section 6.21 of the Parent Disclosure Letter. Following the date hereof, Parent shall

use its commercially reasonable efforts to wind-down activities of Parent associated with the Parent Legacy Business effective as of

and contingent upon the Closing, including termination of its research and development activities set forth on Section 6.21 of the

Parent Disclosure Letter.

Section 7. Conditions

Precedent to Obligations of Each Party.

The obligations of each Party

to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction

or, to the extent permitted by applicable law, the written waiver by each of the Parties, at or prior to the Closing, of each of the

following conditions:

7.1           Regulatory

Approvals. Any applicable waiting periods (or any extensions thereof) under the HSR Act and any applicable foreign Law relating to

antitrust or competition matters shall have expired or otherwise been terminated.

7.2            No

Restraints. No Order preventing the consummation of the Contemplated Transactions shall have been issued by any Governmental Authority

of competent jurisdiction and remain in effect and there shall not be any Law which has the effect of making the consummation of the

Contemplated Transactions illegal.

7.3            Stockholder

Approval. (a) Parent shall have obtained the Required Parent Stockholder Vote (but solely with respect to such items as are

necessary to consummate the transactions contemplated by this Agreement) and (b) the Company shall have obtained the Required Company

Stockholder Vote.

7.4            Listing.

The Nasdaq Listing Application shall have been approved by Nasdaq.

7.5           Effectiveness

of Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities

Act, and shall not be subject to any stop order or Legal Proceeding seeking a stop order with respect to the Registration Statement that

has not been withdrawn.

Section 8. Additional

Conditions Precedent to Obligations of Parent and Merger Subs.

The obligations of Parent

and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction

or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

8.1            Accuracy

of Representations. The Company Fundamental Representations shall have been true and correct in all material respects as of the date

of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of

such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such

representations and warranties shall be true and correct as of such date). The Company Capitalization Representations shall have been

true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the

same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually

or in the aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations

and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular

date). The representations and warranties of the Company contained in this Agreement (other than the Company Fundamental Representations

and the Company Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and

correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or

in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Company Material Adverse Effect

(without giving effect to any references therein to any Company Material Adverse Effect or other materiality qualifications) or (b) for

those representations and warranties which address matters only as of a particular date (which representations shall have been true and

correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that,

for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Company Disclosure

Letter made or purported to have been made after the date of this Agreement shall be disregarded).

8.2           Performance

of Covenants. The Company shall have performed or complied with in all material respects all agreements and covenants required to

be performed or complied with by it under this Agreement at or prior to the First Effective Time.

8.3           Documents.

Parent shall have received the following documents, each of which shall be in full force and effect:

(a)            a

certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company certifying (i) that the conditions

set forth in Sections ‎8.1, 8.2, ‎8.4 and 8.5 have been duly satisfied

and (ii) that the information (other than emails and addresses) set forth in the Allocation Certificate delivered by the company

in accordance with Section 6.15 is true and accurate in all respects as of the Closing Date;

(b)            a

certificate pursuant to Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with a form of notice to the IRS in accordance

with the requirements of Treasury Regulations Section 1.897-2(h), in each case, in form and substance reasonably acceptable to Parent;

Company Valuation Schedule;

(d)            the

Allocation Certificate; and

(e)            the

Lock-Up Agreements, duly executed by the Persons listed on Section B of the Company Disclosure Letter, which shall be in

full force and effect.

8.4           No

Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect

that is continuing.

8.5           Company

Stockholder Written Consent. The Company Stockholder Written Consent executed by the stockholders of the Company collectively constituting

the Required Company Stockholder Vote shall have been obtained and remain in full force and effect.

8.6            Company

Pre-Closing Financing. The Subscription Agreement shall be in full force and effect and proceeds of not less than the Minimum Concurrent

Investment Amount shall have been received by the Company or will be received by the Company substantially concurrently with the Closing

in connection with the consummation of the transactions contemplated by the Subscription Agreement.

Section 9. Additional

Conditions Precedent to Obligation of the Company.

The obligations of the Company

to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the

written waiver by the Company, at or prior to the Closing, of each of the following conditions:

9.1           Accuracy

of Representations. The Parent Fundamental Representations shall have been true and correct in all material respects as of the date

of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of

such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such

representations and warranties shall be true and correct as of such date). The Parent Capitalization Representations shall have been

true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the

same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually

or in the aggregate, (y) for those representations and warranties which address matters only as of a particular date (which representations

and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular

date). The representations and warranties of Parent and Merger Subs contained in this Agreement (other than the Parent Fundamental Representations

and the Parent Capitalization Representations) shall have been true and correct as of the date of this Agreement and shall be true and

correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (a) in each case, or

in the aggregate, where the failure to be so true and correct would not reasonably be expected to have a Parent Material Adverse Effect

(without giving effect to any references therein to any Parent Material Adverse Effect or other materiality qualifications) or (b) for

those representations and warranties which address matters only as of a particular date (which representations shall have been true and

correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date) (it being understood that,

for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Parent Disclosure

Letter made or purported to have been made after the date of this Agreement shall be disregarded).

9.2            Performance

of Covenants. Parent and Merger Subs shall have performed or complied with in all material respects all of their agreements and covenants

required to be performed or complied with by each of them under this Agreement at or prior to the First Effective Time.

9.3            Documents.

The Company shall have received the following documents, each of which shall be in full force and effect:

(a)            a

certificate executed by an executive officer of Parent certifying that the conditions set forth in Sections 9.1, ‎9.2

and ‎9.4 have been duly satisfied;

(b)            written

resignations in forms satisfactory to the Company, dated as of the Closing Date and effective as of the Closing executed by the officers

and directors of Parent who are not to continue as officers or directors of Parent pursuant to Section 6.12 hereof; and

Parent Net Cash Schedule.

9.4            No

Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect

that is continuing.

9.5           Parent

Pre-Closing Dividend. If Parent declares the Parent Pre-Closing Dividend, then the Parent Pre-Closing Dividend Amount shall have

been deposited by Parent with Parent’s transfer agent for further distribution to the holders of the shares of Parent Common Stock

outstanding as of the record date of the Parent Pre-Closing Dividend.

9.6           Parent

Charter Amendment. The Parent Charter Amendment shall have been duly filed in accordance with applicable Law, containing at least

such amendments as are necessary to consummate the transactions contemplated by this Agreement.

9.7           Termination

of Agreements. Parent shall have terminated each of those agreements listed on Section 6.21 of the Parent Disclosure

Letter.

Section 10. Termination.

10.1            Termination.

This Agreement may be terminated prior to the First Effective Time (whether before or after adoption of this Agreement by the Company’s

stockholders and whether before or after approval of the Parent Stockholder Matters by Parent’s shareholders, unless otherwise

specified below):

(a)            by

mutual written consent of Parent and the Company;

(b)            by

either Parent or the Company if the Merger shall not have been consummated by April 14, 2027 (subject to possible extension as

provided in this Section ‎10.1(b), the “End Date”); provided, however, that

the right to terminate this Agreement under this Section 10.1(b) shall not be available to the Company or Parent if

such Party’s (or in the case of Parent, Merger Subs’) action or failure to act has been a principal cause of the failure

of the Merger to occur on or before the End Date and such action or failure to act constitutes a breach of this Agreement; provided

further, however, that, in the event that (i) the SEC has not declared effective under the Securities Act the Registration

Statement or (ii) the waiting periods (and extensions thereof) applicable to the Merger under the HSR Act have not expired or

otherwise been terminated by the date which is ninety (90) days prior to the End Date, then either the Company or Parent shall be

entitled to extend the End Date for an additional ninety (90) days by notice to the other Party;

either Parent or the Company if a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable

Order having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions;

(d)            by

Parent if the Required Company Stockholder Vote shall not have been obtained within two (2) Business Days of the Registration Statement

becoming effective in accordance with the provisions of the Securities Act; provided, however, that if the Registration

Statement becomes effective during or immediately prior to the beginning of Company Stockholder Consent Review Period, the two (2) Business

Day period set forth herein shall be tolled until the end of the Company Stockholder Consent Review Period; provided further,

however, that once the Required Company Stockholder Vote has been obtained (whether timely or not), Parent may not terminate this

Agreement pursuant to this Section 10.1(d);

(e)            by

either Parent or the Company if (i) the Parent Stockholder Meeting (including any adjournments and postponements thereof) shall

have been held and completed and Parent’s shareholders shall have taken a final vote on the Parent Stockholder Matters and (ii) the

Parent Stockholder Matters shall not have been approved at the Parent Stockholder Meeting (or at any adjournment or postponement thereof)

by the Required Parent Stockholder Vote; provided, however, that the right to terminate this Agreement under this Section ‎10.1(e) shall

not be available to Parent where the failure to obtain the Required Parent Stockholder Vote shall have been caused by the action or failure

to act of Parent and such action or failure to act constitutes a material breach by Parent of this Agreement;

(f)            by

the Company (at any time prior to the approval of the Parent Stockholder Matters by the Required Parent Stockholder Vote) if a Parent

Triggering Event shall have occurred;

(g)            by

Parent (at any time prior to the adoption of this Agreement and the approval of the Contemplated Transactions by the Required Company

Stockholder Vote) if a Company Triggering Event shall have occurred;

(h)            by

the Company, if a Delisting Event occurs;

(i)             by

the Company, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by Parent or Merger Subs

or if any representation or warranty of Parent or Merger Subs shall have become inaccurate, in either case, such that the conditions

set forth in Section ‎9.1 or Section 9.2 would not be satisfied as of the time of such breach or as

of the time such representation or warranty shall have become inaccurate; provided that the Company is not then in material breach

of any representation, warranty, covenant or agreement under this Agreement; provided, further, that if such inaccuracy

in Parent’s or Merger Subs’ representations and warranties or breach by Parent or Merger Subs is curable by Parent or Merger

Subs, then the Company shall not be permitted to terminate this Agreement pursuant to this Section ‎10.1(i) as

a result of such particular breach or inaccuracy until the earlier of (A) the expiration of a thirty (30) day period commencing

upon delivery of written notice from the Company to Parent or Merger Subs of such breach or inaccuracy and its intention to terminate

pursuant to this Section ‎10.1(i) and (B) Parent or Merger Subs (as applicable) ceasing to exercise

commercially reasonable efforts to cure such breach following delivery of written notice from the Company to Parent or Merger Subs of

such breach or inaccuracy and its intention to terminate pursuant to this Section 10.1(i) (it being understood that

the Company shall not be permitted to terminate this Agreement pursuant to this Section 10.1(i) as a result of such

particular breach or inaccuracy if such breach by Parent or Merger Subs is cured prior to such termination becoming effective);

(j)             by

Parent, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by the Company or if any representation

or warranty of the Company shall have become inaccurate, in either case, such that the conditions set forth in Section ‎8.1

or Section 8.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall

have become inaccurate; provided that Parent is not then in material breach of any representation, warranty, covenant or agreement

under this Agreement; provided, further, that if such inaccuracy in the Company’s representations and warranties

or breach by the Company is curable by the Company then Parent shall not be permitted to terminate this Agreement pursuant to this Section ‎10.1(j) as

a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing

upon delivery of written notice from Parent to the Company of such breach or inaccuracy and its intention to terminate pursuant to this

Section ‎10.1(j) and (ii) the Company ceasing to exercise commercially reasonable efforts to cure such

breach following delivery of written notice from Parent to the Company of such breach or inaccuracy and its intention to terminate pursuant

to this Section ‎10.1(j) (it being understood that Parent shall not be permitted to terminate this Agreement

pursuant to this Section ‎10.1(j) as a result of such particular breach or inaccuracy if such breach by the

Company is cured prior to such termination becoming effective); or

(k)            by

Parent (at any time prior to the approval of the Parent Stockholder Matters by the Required Parent Stockholder Vote) and following compliance

with all of the requirements set forth in the proviso to this Section 10.1(k), upon the Parent Board authorizing Parent to

enter into a Permitted Alternative Agreement; provided, however, that Parent shall not enter into any Permitted Alternative

Agreement unless: (i) Parent shall have complied in all material respects with its obligations under Section 5.4 and

Section 6.3, (ii) the Parent Board shall have determined in good faith, after consultation with its outside legal counsel,

that the failure to enter into such Permitted Alternative Agreement would reasonably be expected to be inconsistent with its fiduciary

obligations under applicable Law and (iii) Parent shall concurrently pay to the Company the Company Termination Fee in accordance

with Section ‎10.3(b).

The Party desiring to terminate this Agreement

pursuant to this Section ‎10.1 (other than pursuant to Section 10.1(a) shall give a notice of such termination

to the other Party specifying the provisions hereof pursuant to which such termination is made and the basis therefor described in reasonable

detail.

10.2         Effect

of Termination. In the event of the termination of this Agreement as provided in Section ‎10.1, this Agreement shall

be of no further force or effect; provided, however, that (a) this Section ‎10.2, Section ‎10.3

and Section 11 (other than Section ‎11.8) and the related definitions of the defined terms in such sections

shall survive the termination of this Agreement and shall remain in full force and effect and (b) the termination of this Agreement

and the provisions of Section ‎10.3 shall not relieve any Party of any liability for fraud or for any willful and material

breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

10.3         Expenses;

Termination Fees.

(a)            Except

as set forth in this Section ‎10.3, Section 6.4(b), and Section 6.9, all fees and expenses incurred

in connection with this Agreement and the Contemplated Transactions shall be paid by the Party incurring such expenses, whether or not

the Merger is consummated; it being clarified that the Company and Parent shall each pay 50% of (i) the fees paid in connection

with the preparation and filing of the Registration Statement and any amendments and supplements thereto (including any fees payable

to the SEC), (ii) the Nasdaq Fees, and (iii) the fees and expenses in connection with the printing, mailing and distribution

of the Proxy Statement and any amendments and supplements.

(b)            If

this Agreement is terminated (x) by Parent or the Company pursuant to Section ‎10.1(e) or Section 10.1(i) or

(y)(i) by the Company pursuant to Section ‎10.1(f), (ii) at any time after the date of this Agreement

and prior to the Parent Stockholder Meeting, a bona fide third party Acquisition Proposal for a change of control transaction with respect

to Parent shall have been publicly announced, disclosed or otherwise communicated to the Parent Board (and shall not have been publicly

withdrawn) and (iii) within twelve (12) months after the date of such termination, Parent enters into a definitive agreement with

respect to a Subsequent Transaction or consummates a Subsequent Transaction (excluding in each case any transactions occurring in connection

with the actual liquidation, dissolution and winding up of Parent), then, in each case of (x) and (y), Parent shall pay to the Company,

within five (5) Business Days after such termination of this Agreement or consummation of a Subsequent Transaction, as applicable,

a nonrefundable fee in an amount equal to $330,000 (the “Company Termination Fee”).

this Agreement is terminated by Parent pursuant to (x) Section 10.1(d) or Section 10.1(j) or (y)(i) Section 10.1(g),

(ii) at any time after the date of this Agreement and before obtaining the Required Company Stockholder Vote, an Acquisition Proposal

with respect to the Company shall have been publicly announced, disclosed or otherwise communicated to the Company Board (and shall not

have been publicly withdrawn) and (iii) within twelve (12) months after the date of such termination, the Company enters into a

definitive agreement with respect to a Subsequent Transaction or consummates a Subsequent Transaction, then, in each case of (x) and

(y), the Company shall pay to Parent, within five (5) Business Days after such termination of this Agreement, or consummation of

a Subsequent Transaction, as applicable, a nonrefundable fee in an amount equal to $2,000,000 (the “Parent Termination Fee”),

plus Parent’s reasonable and documented out-of-pocket third party expenses incurred in connection with the Contemplated Transactions

in an amount not to exceed $750,000.

(d)            If

either Party fails to pay when due any amount payable by it under this Section ‎10.3, then (i) such Party

shall reimburse the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in

connection with the collection of such overdue amount and the enforcement by the other Party of its rights under this Section ‎10.3

and (ii) such Party shall pay to the other Party interest on such overdue amount (for the period commencing as of the date such

overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the other Party in full)

at a rate per annum equal to the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the

date such overdue amount was originally required to be paid plus three percent.

(e)            The

Parties agree that, subject to Section 10.2, the payment of the fees and expenses set forth in this Section ‎10.3

shall be the sole and exclusive remedy of each Party following a termination of this Agreement under the circumstances described in this

Section ‎10.3, it being understood that in no event shall either Parent or the Company be required to pay the

individual fees or damages payable pursuant to this Section ‎10.3 on more than one occasion. Subject to Section ‎10.2,

following the payment of the fees and expenses set forth in this Section ‎10.3 by a Party, (i) such Party

shall have no further liability to the other Party in connection with or arising out of this Agreement or the termination thereof, any

breach of this Agreement by the other Party giving rise to such termination, or the failure of the Contemplated Transactions to be consummated,

(ii) no other Party or their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding

against such Party or seek to obtain any recovery, judgment or damages of any kind against such Party (or any partner, member, stockholder,

director, officer, employee, Subsidiary, Affiliate, agent or other Representative of such Party) in connection with or arising out of

this Agreement or the termination thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated

Transactions to be consummated and (iii) all other Parties and their respective Affiliates shall be precluded from any other remedy

against such Party and its Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination

thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated.

Each of the Parties acknowledges that (x) the agreements contained in this Section ‎10.3 are an integral

part of the Contemplated Transactions, (y) without these agreements, the Parties would not enter into this Agreement and (z) any

amount payable pursuant to this Section ‎10.3 is not a penalty, but rather is liquidated damages in a reasonable

amount that will compensate the Parties in the circumstances in which such amount is payable; provided, however, that nothing

in this Section ‎10.3(e) shall limit the rights of the Parties under Section 11.10.

Section 11. Miscellaneous

Provisions.

11.1         Non-Survival

of Representations and Warranties. The representations and warranties of the Company, Parent and Merger Subs contained in this Agreement

or any certificate or instrument delivered pursuant to this Agreement shall terminate at the First Effective Time, and only the covenants

that by their terms survive the First Effective Time and this Section 11 shall survive the First Effective Time.

11.2         Amendment.

This Agreement may be amended with the approval of the respective boards of directors of the Company, Merger Subs and Parent at any time

(whether before or after the adoption and approval of this Agreement by the Company’s stockholders or before or after obtaining

the Required Parent Stockholder Vote); provided, however, that after any such approval of this Agreement by a Party’s

stockholders, no amendment shall be made which by Law requires further approval of such stockholders without the further approval of

such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Company, Merger

Subs and Parent.

11.3         Waiver.

(a)            Any

provision hereof may be waived by the waiving Party solely on such Party’s own behalf, without the consent of any other Party.

No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part

of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right,

privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further

exercise thereof or of any other power, right, privilege or remedy.

(b)            No

Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement,

unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered

on behalf of such Party and any such waiver shall not be applicable or have any effect except in the specific instance in which it is

given.

11.4         Entire

Agreement; Counterparts; Exchanges by Electronic Transmission. This Agreement and the other schedules, exhibits, certificates, instruments

and agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both

written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however, that

the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms; provided,

further, that only Exhibit D-1 (including Exhibit A to such Exhibit) and Exhibit D-2 are incorporated

by reference and made a part hereof for purposes of Section 251 of the DGCL. This Agreement may be executed in several counterparts,

each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed

Agreement (in counterparts or otherwise) by all Parties by electronic transmission in PDF format shall be sufficient to bind the Parties

to the terms and conditions of this Agreement.

11.5         Applicable

Law; Jurisdiction; WAIVER OF RIGHT TO TRIAL BY JURY. This Agreement shall be governed by, and construed in accordance with, the laws

of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any

action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions,

each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court

of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the

State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such

action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.5, (c) waives

any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an

inconvenient forum or do not have jurisdiction over any Party, (e) agrees that service of process upon such Party in any such action

or proceeding shall be effective if notice is given in accordance with Section ‎11.7 of this Agreement and (f) irrevocably

and unconditionally waives the right to trial by jury.

11.6         Assignability.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective

successors and permitted assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder

may be assigned or delegated by such Party without the prior written consent of the other Party, and any attempted assignment or delegation

of this Agreement or any of such rights or obligations by such Party without the other Party’s prior written consent shall be void

and of no effect.

11.7          Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder

(a) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable international

overnight courier service, (b) upon delivery in the case of delivery by hand or (c) on the date delivered in the place of delivery

if sent by email (with a written or electronic confirmation of delivery) prior to 6:00 p.m. (New York City time), otherwise on the

next succeeding Business Day, in each case to the intended recipient as set forth below:

if to Parent or Merger Subs:

NextCure, Inc.

9000 Virginia Manor Road, Suite 200

Beltsville, Maryland 20705

Attention: [***]

Email: [***]

with a copy to (which shall not constitute notice):

Sidley Austin LLP

787 7th Ave.

New York, NY 10019

Attention: [***]

Email: [***]

if to the Company:

Avere Therapeutics, Inc.

200 Barr Harbor Dr, Suite 400

Conshohocken, PA 19428

Attention: [***]

Email: [***]

with a copy to (which shall not constitute notice):

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111

Attention: [***]

Email: [***]

11.8         Cooperation.

Each Party agrees to cooperate fully with the other Party and to execute and deliver such further documents, certificates, agreements

and instruments and to take such other actions as may be reasonably requested by the other Party to evidence or reflect the Contemplated

Transactions and to carry out the intent and purposes of this Agreement.

11.9         Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or

provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that

any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making such determination shall

have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term

or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or

provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted

to it in the prior sentence, the Parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable

term or provision.

11.10       Other

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party

will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise

by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which

monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms (including failing to take such actions as are required of it hereunder to

consummate this Agreement) or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or

injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Court of Chancery

of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware

or the United States District Court for the District of Delaware, this being in addition to any other remedy to which they are entitled

at law or in equity, and each of the Parties waives any bond, surety or other security that might be required of any other Party with

respect thereto. Each of the Parties further agrees that it will not oppose the granting of an injunction, specific performance or other

equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an

appropriate remedy for any reason at law or in equity.

11.11        No

Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than

the Parties and the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 6.7) any right,

benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[Remainder of page intentionally left

blank]

Witness Whereof, the Parties have caused this Agreement to be executed as of the date first above written.

NextCure, Inc.

By:

/s/ Michael Richman

Name:

Michael Richman

Title:

President & Chief Executive Officer

NEPTUNE MERGER SUB CORP.

By:

/s/ Michael Richman

Name:

Michael Richman

Title:

President

NEPTUNE SECOND MERGER SUB, LLC

By:

/s/ Michael Richman

Name:

Michael Richman

Title:

President

[Signature Page to

Agreement and Plan of Merger and Reorganization]

Witness Whereof, the Parties have caused this Agreement to be executed as of the date first above written.

Avere

Therapeutics, Inc.

By:

/s/ William White

Name:

William White

Title:

Chief Financial Officer

[Signature Page to Agreement and Plan

of Merger and Reorganization]

Exhibit A-1

Form of Parent Stockholder Support Agreement

Exhibit A-2

Form of Company Stockholder Support Agreement

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Subscription Agreement

Exhibit D-1

Form of First Certificate of Merger

Exhibit D-2

Form of Second Certificate of Merger

Exhibit E

Form of CVR Agreement

Exhibit F

Form of Pre-Funded Warrant

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2620428d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

Final Form

COMPANY SUPPORT AGREEMENT

This Support Agreement (this

“Agreement”) is made and entered into as of July 14, 2026, by and among Avere Therapeutics, Inc., a Delaware

corporation (the “Company”), NextCure, Inc., a Delaware corporation (“Parent”), and the undersigned

stockholder of the Company (the “Stockholder” and each of the Stockholder, Company, and Parent, a “Party”

and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective

meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently with

the execution and delivery hereof, Parent, the Company and Neptune Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary

of Parent (the “First Merger Sub”), and Neptune Second Merger Sub, LLC a Delaware limited liability company (the “Second

Merger Sub” and, together with the First Merger Sub, “Merger Subs”), have entered into an Agreement and Plan

of Merger and Reorganization (as such agreement may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger

Agreement”), pursuant to which (i) the First Merger Sub will merge with and into the Company, with the Company surviving

the merger as the surviving corporation and a wholly owned subsidiary of Parent and (ii) the Company will merge with and into the

Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, upon the terms and subject to the conditions

set forth in the Merger Agreement (together, the “Merger”).

WHEREAS, as of the date hereof,

the Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of Company Capital

Stock as indicated in Appendix A.

WHEREAS, as a condition and

inducement to the willingness of Parent, Merger Subs and the Company to enter into the Merger Agreement, Parent has required that Stockholder

enter into this Agreement.

NOW, THEREFORE, intending

to be legally bound, the Parties hereby agree as follows:

1.             Certain

Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:

(a)             “Constructive

Sale” means, with respect to any security, (i) a short sale with respect to such security, (ii) entering into or acquiring

a derivative contract with respect to such security, (iii) entering into or acquiring a futures or forward contract to deliver such

security or (iv) entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly

materially changing the economic benefits or risks of ownership of such security.

(b)             “Shares”

means (i) all shares of Company Capital Stock and any other equity securities of the Company beneficially owned by the Stockholder

as of the date hereof, including such securities indicated in Appendix A, (ii) all additional shares of Company Capital Stock

acquired, whether beneficially owned or of record, by the Stockholder during the period commencing with the execution and delivery of

this Agreement and expiring on the Expiration Date (as defined below), and (iii) any shares of Company Capital Stock or other equity

securities of the Company that are issued to such Stockholder or such Stockholder acquires or with respect to which such Stockholder otherwise

acquires sole or shared voting power (including any proxy), whether beneficial or of record, or otherwise owned by such Stockholder after

the execution and delivery of this Agreement and expiring on the Expiration Date, whether by exercise of any Company Options or otherwise,

including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares.

Page 1

or “Transferred” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange,

pledge or hypothecation, or the grant, creation or suffrage of an Encumbrance, lien, security interest or encumbrance in or upon, or the

gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary

or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest

therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy

or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition,

and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

2.             Transfer

and Voting Restrictions. The Stockholder covenants to Parent and the Company as follows:

(a)             Except

as otherwise permitted by Section ‎2‎(c), during the period commencing with the execution and delivery of this Agreement

and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder’s Shares or publicly

announce its intention to Transfer any of its Shares.

(b)             Except

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Authority, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and right to vote

all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations

under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement,

the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder’s Shares,

grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares

in a voting trust or otherwise enter into any agreement or arrangement with any person or entity in each case which has the effect of

limiting or affecting the Stockholder’s legal power, authority or right to execute and deliver the Company Stockholder Written Consents

or otherwise vote in favor of Company stockholder matters.

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Entity, the Stockholder will not enter into any Contract, option, commitment or other arrangement or understanding with respect to the

direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled

whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make

any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s

legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any

of such Stockholder’s obligations under this Agreement.

Page 2

(d)             Notwithstanding

anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document

or by intestacy to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder or, if the Stockholder

is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder,

(ii) to such Stockholder’s Affiliates (in each case, directly or indirectly), (iii) to any trust or other entity for the

direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership

or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder)

or otherwise for estate tax or estate planning purposes, (iv) in the case of a Stockholder who is not a natural person, by pro rata

distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents,

(v) purchased on or about the Closing Date from the Company pursuant to the Company Pre-Closing Financing, (vi) pursuant to

applicable Law or by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement and

(vii) pursuant to the exercise of any option to purchase any Company Capital Stock or settlement of any restricted stock units, including

in order to pay the exercise price of such option or otherwise satisfy taxes applicable thereto; provided, that in the cases of

clauses (i)-(vii) (except clause (v)), (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the

applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support

agreement substantially identical to this Agreement upon consummation of the Transfer if not already a party thereto. Any action taken

in violation of Section ‎2(a) through Section 2(d) shall be null and void ab initio.

(e)             Notwithstanding

anything to the contrary herein, nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to

acquire any shares of Company Capital Stock.

3.             Agreement

to Vote Shares. The Stockholder covenants to Parent and the Company as follows:

(a)             Until

the Expiration Date, at every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof,

and on every action or approval by written consent of the stockholders of the Company, the Stockholder shall be present (in person or

by proxy) and vote, or exercise its right to consent with respect to, all Shares held by the Stockholder (A) in favor of the adoption

and approval of the Merger Agreement, (B) in favor of approval of the Contemplated Transactions, (C) against approval of any

proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Contemplated Transactions and

(D) against any Acquisition Proposal.

(b)             If

the Stockholder is the beneficial owner, but not the record holder, of Shares, the Stockholder agrees to take all actions necessary to

cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance

with this Section ‎3.

the event of a stock split, stock dividend or distribution, or any change in the capital stock of the Company by reason of any split-up,

reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares”

shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which

or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4.             Action

in Stockholder Capacity Only. The Stockholder is entering into this Agreement solely in the Stockholder’s capacity as a record

holder and/or beneficial owner, as applicable, of its Shares and not in the Stockholder’s capacity as a director or officer of the

Company. Nothing herein shall limit or affect the Stockholder’s ability to act as an officer or director of the Company.

Page 3

5.             Irrevocable

Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with

respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section ‎3

at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the

Company, the Stockholder shall be deemed to have irrevocably granted to, and appointed, the Company and any individual designated in writing

by it, and each of them individually, as his, her or its proxy and attorney-in-fact (with full power of substitution), for and in his,

her or its name, place and stead, to (a) attend any all meetings of the Company stockholders with respect to any of the matters specified

in Section ‎3 and (b) vote, express consent, dissent or grant, withhold or issue instructions to the record holder

to vote his, her or its Shares in any action by written consent of Company stockholders or at any meeting of the Company’s stockholders

called with respect to any of the matters specified in, and in accordance and consistent with, Section ‎3 of this Agreement.

The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. Except

as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under

no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable (and as such shall survive and

not be affected by the death, incapacity, mental illness or insanity of the Stockholder, as applicable) and shall not be terminated by

operation of law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 9. Notwithstanding

any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate on the Expiration Date.

The Stockholder hereby affirms that the proxy set forth in this Section ‎5 is given in connection with and granted in

consideration of and as an inducement to the Company, Parent and the Merger Subs to enter into the Merger Agreement and that such proxy

is given to secure the obligations of the Stockholder under Section ‎3.

6.             No

Solicitation. The Stockholder agrees not to directly or indirectly, including through any of its officers, directors or agents, take

any action that the Company is prohibited from taking pursuant to Section 5.4 of the Merger Agreement and Section 5.4 of the

Merger Agreement is hereby incorporated by reference mutatis mutandis. The Stockholder hereby represents and warrants that the

Stockholder has read Section 5.4 of the Merger Agreement.

7.             Documentation

and Information. The Stockholder shall permit and hereby authorizes Parent and the Company to publish and disclose in all documents

and schedules filed with the SEC, and any press release or other disclosure document that Parent or the Company reasonably determines

to be necessary in connection with the Merger and any of the Contemplated Transactions, a copy of this Agreement, the Stockholder’s

identity and ownership of the Shares and the nature of the Stockholder’s commitments and obligations under this Agreement.

8.             No

Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause

to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any

notice requirements related thereto) relating to the Contemplated Transactions that Stockholder may have by virtue of, or with respect

to, any Shares under any applicable Law (including all rights under Section 262 of the DGCL, a copy of which is attached hereto as

Appendix B) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid

or participate in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority,

which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that

(A) the execution and delivery of this Agreement by the Stockholder breaches any duty that such Stockholder has (or may be alleged

to have) to the Company or to the other Company stockholders, (B) the approval of the Merger Agreement by the Company Board breaches

any fiduciary duty of the Company Board or any member thereof, or (C) the Contemplated Transactions constitute a breach of any fiduciary

duty of the Company Board or any member thereof; provided, that (x) the Stockholder may defend against, contest or settle

any such action, claim, suit or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity

as a director, officer or securityholder of the Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder

from enforcing the Stockholder’s rights under this Agreement and the other agreements entered into by the Stockholder in connection

herewith, or otherwise in connection with the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant

to the terms of the Merger Agreement.

Page 4

9.             Representations

and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and the Company as follows:

(a)             (i) The

Stockholder is the beneficial owner of the shares of Company Capital Stock indicated in Appendix A (each of which shall be deemed

to be “held” by the Stockholder for purposes of Section ‎3 unless otherwise expressly stated with respect

to any shares in Appendix A), free and clear of any and all Encumbrances (except, if applicable, for any Encumbrance that may be

imposed pursuant to this Agreement, any lock-up agreement entered into by and between the Stockholder, the Company and Parent, and Encumbrances

arising under applicable securities or community property laws); and (ii) the Stockholder does not beneficially own any securities

of the Company other than the shares of Company Capital Stock and rights to purchase shares of Company Capital Stock set forth in Appendix

(b)             Except

as otherwise provided in this Agreement, the Stockholder has full power and authority to (i) make, enter into and carry out the terms

of this Agreement and (ii) vote all of its Shares in the manner set forth in this Agreement without the consent or approval of, or

any other action on the part of, any other person or entity (including any Governmental Authority). Without limiting the generality of

the foregoing, the Stockholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any

of the Stockholder’s Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of

the Stockholder’s Shares, deposited any of the Stockholder’s Shares in a voting trust or entered into any arrangement or agreement

with any person limiting or affecting the Stockholder’s legal power, authority or right to vote the Stockholder’s Shares on

any matter.

Agreement has been duly and validly executed and delivered by the Stockholder and (assuming the due authorization, execution and delivery

by the other Parties) constitutes a valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with

its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement by the Stockholder and the performance

by the Stockholder of the agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or

constitute a default under any term of any Contract or, if applicable, any provision of an organizational document (including a certificate

of incorporation) to or by which the Stockholder is a party or bound, or any applicable law to which the Stockholder (or any of the Stockholder’s

assets) is subject or bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would

not reasonably be expected to materially impair or adversely affect the Stockholder’s ability to perform its obligations under this

Agreement.

(d)             The

execution, delivery and performance of this Agreement by the Stockholder do not and will not require any consent, approval, authorization

or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization,

permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not

materially impair the Stockholder’s ability to perform its obligations under this Agreement.

Page 5

(e)             The

Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of the Stockholder’s own choosing.

The Stockholder has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the Contemplated Transactions.

The Stockholder understands that it must rely solely on its advisors and not on any statements or representations made by Parent, the

Company or any of their respective agents or representatives with respect to the tax consequences of the Merger and the Contemplated Transactions.

The Stockholder understands that such Stockholder (and not Parent, the Company or the Surviving Entity) shall be responsible for such

Stockholder’s tax liability that may arise as a result of the Merger or the Contemplated Transactions. The Stockholder understands

and acknowledges that the Company, Parent and the Merger Subs are entering into the Merger Agreement in reliance upon the Stockholder’s

execution, delivery and performance of this Agreement.

(f)             With

respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge

of the Stockholder, threatened against, the Stockholder or any of the Stockholder’s properties or assets (including the Shares)

that would reasonably be expected to prevent or materially delay or impair the ability of the Stockholder to perform its obligations hereunder

or to consummate the transactions contemplated hereby.

10.           Certain

Agreements. Each Stockholder, by this Agreement, and with respect to such Stockholder’s Shares, severally and not jointly, hereby

agrees to terminate, subject to the occurrence of, and effective immediately prior to, the First Effective Time any stockholder agreements,

voting agreements, registration rights agreements, co-sale agreements and any other similar Contracts between the Company and holders

of Company Capital Stock, including rights under any letter agreement providing for redemption rights, put rights, purchase rights, information

rights, rights to consult with and advise management, inspection rights, preemptive rights, board of directors observer rights or rights

to receive information delivered to the board of directors or other similar rights not generally available to stockholders of the Company

between the Stockholder and the Company, including Investor Agreements, but excluding, for the avoidance of doubt, any rights the Stockholder

may have that relate to any indemnification, commercial, development or employment agreements or arrangements between such Stockholder

and the Company or any subsidiary of the Company, which shall survive in accordance with their terms. Each Stockholder hereby terminates

and waives all rights of first refusal, redemption rights and rights of notice of the Merger and the other transactions contemplated by

the Merger Agreement, effective as of immediately prior to, and contingent upon, the First Effective Time.

11.           Termination.

This Agreement shall terminate and shall cease to be of any further force or effect as of the earliest of (a) such date and time

as the Merger Agreement shall have been terminated pursuant to the terms thereof, (b) the First Effective Time and (c) the time

this Agreement is terminated upon the written agreement of the Stockholder, the Company and Parent (such date, the “Expiration

Date”); provided, however, that (i) Section ‎12 shall survive the termination

of this Agreement and (ii) the termination of this Agreement shall not relieve any Party from any liability for any material and

willful breach of this Agreement prior to the First Effective Time.

12.           Miscellaneous

Provisions.

(a)             Amendments.

No amendment of this Agreement shall be effective against any Party unless it shall be in writing and signed by each of the Parties.

(b)             Entire

Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile. This Agreement constitutes the entire agreement between

the Parties and supersedes all other prior agreements, arrangements and understandings, both written and oral, among the Parties with

respect to the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original

and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise)

by all Parties by facsimile or electronic transmission in PDF format shall be sufficient to bind the Parties to the terms and conditions

of this Agreement.

Page 6

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless

of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the

Parties arising out of or relating to this Agreement, each of the Parties: (i) irrevocably and unconditionally consents and submits

to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject

matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees

that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of

this Section ‎12(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts,

(iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party, (v) agrees

that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section ‎12‎(h) of

this Agreement and (vi) irrevocably and unconditionally waives the right to trial by jury.

(d)             Assignment.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective

successors and permitted assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations

hereunder may be assigned or delegated (except pursuant to the Merger) by such Party without the prior written consent of the other Parties,

and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without the other Parties’

prior written consent shall be void and of no effect.

(e)             No

Third-Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person any right, benefit

or remedy of any nature whatsoever under or by reason of this Agreement.

(f)             Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision

in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or

provision of this Agreement is invalid or unenforceable, the Parties agree that the court making such determination shall have the power

to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that

is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this

Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior

sentence, the Parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision

that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

(g)             Specific

Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative

with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one

remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even

if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed

in accordance with their specific terms (including failing to take such actions as are required of it hereunder to consummate this Agreement)

or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches

of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware

or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States

District Court for the District of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity,

and each of the Parties waives any bond, surety or other security that might be required of any other Party with respect thereto. Each

of the Parties further agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on

the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for

any reason at law or in equity.

Page 7

(h)             Notices.

All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) one (1) Business Day

after being sent for next Business Day delivery, fees prepaid, via a reputable international overnight courier service, (ii) upon

delivery in the case of delivery by hand or (iii) on the date delivered in the place of delivery if sent by email or facsimile (with

a written or electronic confirmation of delivery) prior to 6:00 p.m. (New York City time), otherwise on the next succeeding Business

Day, (A) if to the Company or Parent, to the address, electronic mail address or facsimile provided in Section 11.7 of the Merger

Agreement, including to the persons designated therein to receive copies; and/or (B) if to the Stockholder, to the Stockholder’s

address, electronic mail address or facsimile shown below Stockholder’s signature to this Agreement.

(i)             Confidentiality.

Except to the extent required by applicable Law or regulation, the Stockholder shall hold any non-public information regarding the Company,

this Agreement, the Merger Agreement and the Contemplated Transactions in strict confidence and shall not divulge any such information

to any third person, except to the extent such information has been publicly disclosed by the Company or Parent in connection with their

entry into the Merger Agreement and this Agreement; provided, however, that the Stockholder may disclose such information to its Affiliates,

attorneys, accountants, consultants, and other advisors (provided that such Persons are subject to confidentiality obligations

at least as restrictive as those contained herein). Neither the Stockholder nor any of its Affiliates (other than the Company, whose actions

shall be governed by the Merger Agreement), shall issue or cause the publication of any press release or other public announcement with

respect to the Company, Parent, the Merger Subs, this Agreement, the Contemplated Transactions, the Merger Agreement or the other transactions

contemplated hereby or thereby without the prior written consent of the Company and Parent, except as may be required by applicable Law

in which circumstance such announcing Party shall make reasonable efforts to consult with the Company and Parent to the extent practicable.

(j)             Interpretation.

The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall

refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience

of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Appendixes are to Sections

and Appendixes of this Agreement unless otherwise specified. Any capitalized terms used in any Appendix but not otherwise defined therein

shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any

plural term the singular, the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine

and neuter genders; and the neuter gender shall include masculine and feminine gender. Whenever the words “include,” “includes”

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,”

whether or not they are in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing,”

“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media)

in a visible form. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from

time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of

that Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case

as amended, modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are

to the currency of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder

will be made, in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise

specified, from and including or through and including, respectively. All references to “days” shall be to calendar days unless

otherwise indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning

and ending of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business

Day), the time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the Eastern time zone of the United

States. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party

shall not be applied in the construction or interpretation of this Agreement.

[Remainder of Page Left Intentionally Blank]

Page 8

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be duly executed as of the date first above written.

COMPANY:

Avere

therapeutics, iNC.

By:

Name:

Title:

[Signature Page to Company

Stockholder Support Agreement]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be duly executed as of the date first above written.

Parent:

NEXTCURE, INC.

By:

Name:

Title:

[Signature Page to Company

Stockholder Support Agreement]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be duly executed as of the date first above written.

[STOCKHOLDER],

in his/her capacity as the Stockholder:

Signature: ______________________________________

Address:

_______________________

[Signature Page to Company

Stockholder Support Agreement]

Appendix A

Appendix B

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2620428d1_ex10-2.htm · Sequence: 4

Exhibit 10.2

Final Form

PARENT SUPPORT AGREEMENT

This Support Agreement (this

“Agreement”) is made and entered into as of July 14, 2026, by and among Avere Therapeutics, Inc., a Delaware

corporation (the “Company”), NextCure, Inc., a Delaware corporation (“Parent”), and the undersigned

stockholder of Parent (the “Stockholder” and each of the Stockholder, Company, and Parent, a “Party”

and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective

meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently with

the execution and delivery hereof, Parent, the Company and Neptune Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary

of Parent (the “First Merger Sub”) and Neptune Second Merger Sub, LLC a Delaware limited liability company (the “Second

Merger Sub” and, together with First Merger Sub, “Merger Subs”), have entered into an Agreement and Plan

of Merger and Reorganization (as such agreement may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger

Agreement”), pursuant to which (i) the First Merger Sub will merge with and into the Company, with the Company surviving

the merger as the surviving corporation and a wholly owned subsidiary of Parent and (ii) the Company will merge with and into the

Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, upon the terms and subject to the conditions

set forth in the Merger Agreement (together, the “Merger”).

WHEREAS, as of the date hereof,

the Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of Parent Capital

Stock as indicated in Appendix A.

WHEREAS, as a condition and

inducement to the willingness of Parent, Mergers Subs and the Company to enter into the Merger Agreement, Parent has required that Stockholder

enter into this Agreement.

NOW, THEREFORE, intending

to be legally bound, the Parties hereby agree as follows:

1.             Certain

Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:

(a)            “Constructive

Sale” means, with respect to any security, (i) a short sale with respect to such security, (ii) entering into or acquiring

a derivative contract with respect to such security, (iii) entering into or acquiring a futures or forward contract to deliver such

security or (iv) entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly

materially changing the economic benefits or risks of ownership of such security.

(b)            “Shares”

means (i) all shares of Parent Capital Stock and any other equity securities of Parent beneficially owned by the Stockholder as of

the date hereof, including such securities indicated in Appendix A, (ii) all additional shares of Parent Capital Stock acquired,

whether beneficially owned or of record, by the Stockholder during the period commencing with the execution and delivery of this Agreement

and expiring on the Expiration Date (as defined below), and (iii) any shares of Parent Capital Stock or other equity securities of

Parent that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (including

any proxy), whether beneficial or of record, or otherwise owned by such Stockholder after the execution and delivery of this Agreement

and expiring on the Expiration Date, whether by exercise of any Parent Options or otherwise, including, without limitation, by gift, succession,

in the event of a stock split or as a dividend or distribution of any Shares.

Page 1

or “Transferred” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange,

pledge or hypothecation, or the grant, creation or suffrage of an Encumbrance, lien, security interest or encumbrance in or upon, or the

gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary

or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest

therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy

or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition,

and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

2.             Transfer

and Voting Restrictions. The Stockholder covenants to Parent and the Company as follows:

(a)            Except

as otherwise permitted by Section 2(d), during the period commencing with the execution and delivery of this Agreement and

expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder’s Shares or publicly

announce its intention to Transfer any of its Shares.

(b)            Except

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Authority, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and right to vote

all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations

under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, and as otherwise permitted by this

Agreement, the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder’s

Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit

any Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity in each case which has the

effect of limiting or affecting the Stockholder’s legal power, authority or right to vote the Stockholder’s Shares in favor

of the Parent Stockholder Matters.

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Entity, the Stockholder will not enter into any Contract, option, commitment or other arrangement or understanding with respect to the

direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled

whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make

any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s

legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any

of such Stockholder’s obligations under this Agreement.

(d)            Notwithstanding

anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document

or by intestacy to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder or, if the Stockholder

is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder,

(ii) to such Stockholder’s Affiliates (in each case, directly or indirectly), (iii) to any trust or other entity for the

direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership

or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder)

or otherwise for estate tax or estate planning purposes, (iv) in the case of a Stockholder who is not a natural person, by pro rata

distributions from the Stockholder to its members, partners, or stockholders pursuant to the Stockholder’s organizational documents,

(v) pursuant to applicable Law or by operation of law pursuant to a qualified domestic relations order or in connection with a divorce

settlement and (vi) pursuant to the exercise of any option to purchase any Parent Capital Stock, including in order to pay the exercise

price of such option or otherwise satisfy taxes applicable thereto; provided, that in the cases of clauses (i)-(vi), (x) such

Transferred Shares shall continue to be bound by this Agreement and (y) the applicable direct transferee (if any) of such Transferred

Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement upon

consummation of the Transfer if not already a party thereto. Any action taken in violation of Section 2(a) through Section 2(d) shall

be null and void ab initio.

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(e)            Notwithstanding

anything to the contrary herein, nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to

acquire any shares of Parent Capital Stock.

3.             Agreement

to Vote Shares. The Stockholder covenants to Parent and the Company as follows:

(a)            Until

the Expiration Date, at every meeting of the Stockholders of Parent called to vote upon the Parent Stockholder Matters, however called,

and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Parent, the

Stockholder shall be present (in person or by proxy) and vote, or exercise its right to consent with respect to, all Shares held by the

Stockholder (A) in favor of the Parent Stockholder Matters, and (B) against any Acquisition Proposal.

(b)            If

the Stockholder is the beneficial owner, but not the record holder, of Shares, the Stockholder agrees to take all actions necessary to

cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance

with this Section 3‎.

the event of a stock split, stock dividend or distribution, or any change in the capital stock of Parent by reason of any split-up, reverse

stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares”

shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which

or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4.             Action

in Stockholder Capacity Only. The Stockholder is entering into this Agreement solely in the Stockholder’s capacity as a record

holder and beneficial owner, as applicable, of its Shares and not in the Stockholder’s capacity as a director or officer of Parent.

Nothing herein shall limit or affect the Stockholder’s ability to act as an officer or director of Parent.

5.             Irrevocable

Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with

respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section 3

at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, the

Stockholder shall be deemed to have irrevocably granted to, and appointed, Parent and any individual designated in writing by it, and

each of them individually, as his, her or its proxy and attorney-in-fact (with full power of substitution), for and in his, her or its

name, place and stead, to (a) attend any all meetings of the Parent stockholders with respect to any of the matters specified in

Section 3 and (b) vote, express consent, dissent or grant, withhold or issue instructions to the record holder to vote

his, her or its Shares in any action by written consent of Parent stockholders or at any meeting of Parent stockholders called with respect

to any of the matters specified in, and in accordance and consistent with, Section 3 of this Agreement. Parent agrees not

to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided

for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked

and that such irrevocable proxy is executed and intended to be irrevocable (and as such shall survive and not be affected by the death,

incapacity, mental illness or insanity of the Stockholder, as applicable) and shall not be terminated by operation of law or upon the

occurrence of any other event other than the termination of this Agreement pursuant to Section 9. Notwithstanding any other

provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate on the Expiration Date. The Stockholder

hereby affirms that the proxy set forth in this Section 5 is given in connection with and granted in consideration of and

as an inducement to Parent, Mergers Subs and the Company to enter into the Merger Agreement and that such proxy is given to secure the

obligations of the Stockholder under Section 3.

Page 3

6.             No

Solicitation. The Stockholder agrees not to directly or indirectly, including through any of its officers, directors or agents, take

any action that Parent is prohibited from taking pursuant to Section 5.4 of the Merger Agreement and Section 5.4 of the Merger

Agreement is hereby incorporated by reference mutatis mutandis. The Stockholder hereby represents and warrants that the Stockholder

has read Section 5.4 of the Merger Agreement.

7.             Documentation

and Information. The Stockholder shall permit and hereby authorizes Parent and the Company to publish and disclose in all documents

and schedules filed with the SEC, and any press release or other disclosure document that Parent or the Company reasonably determines

to be necessary in connection with the Merger and any of the Contemplated Transactions, a copy of this Agreement, the Stockholder’s

identity and ownership of the Shares and the nature of the Stockholder’s commitments and obligations under this Agreement.

8.             Representations

and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and the Company as follows:

(a)            (i) The

Stockholder is the beneficial or record owner of the shares of Parent Capital Stock indicated in Appendix A (each of which shall

be deemed to be “held” by the Stockholder for purposes of Section 3 unless otherwise expressly stated with respect

to any shares in Appendix A), free and clear of any and all Encumbrances (except, if applicable, for any Encumbrance that may be

imposed pursuant to this Agreement and Encumbrances arising under applicable securities or community property laws); and (ii) the

Stockholder does not beneficially own any securities of Parent other than the shares of Parent Capital Stock and rights to purchase shares

of Parent Capital Stock set forth in Appendix A.