Form 8-K

8-K — AETHLON MEDICAL INC

Accession: 0001683168-26-007206

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0000882291

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Changes in Control of Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — aethlon_8k.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (aethlon_ex0201.htm)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (aethlon_ex0401.htm)

EX-10.1 — FORM OF PARENT SUPPORT AGREEMENT (aethlon_ex1001.htm)

EX-10.2 — FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT (aethlon_ex1002.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT (aethlon_ex1003.htm)

EX-10.4 — FORM OF SUBSCRIPTION AGREEMENT (aethlon_ex1004.htm)

EX-10.5 — FORM OF CVR AGREEMENT (aethlon_ex1005.htm)

EX-99.1 — PRESS RELEASE, ISSUED ON SEPTEMBER [16], 2026 (aethlon_ex9901.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED SEPTEMBER 2026 (aethlon_ex9902.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: aethlon_8k.htm · Sequence: 1

AETHLON MEDICAL, INC. 8-K

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2026-09-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 17, 2026

Aethlon

Medical, Inc.

(Exact name of registrant as specified in its

charter)

Nevada

001-37487

13-3632859

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11555

Sorrento Valley Road, Suite

203

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (619) 941-0360

N/A

(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

AEMD

The Nasdaq Capital 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 September 17, 2026, Aethlon Medical, Inc., a Nevada corporation

(the “Company”), Nighthawk Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the

“First Merger Sub”), Nighthawk Second Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary

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

and North Immunology, Inc., a Delaware corporation (“North Immunology”), 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 North Immunology, with North

Immunology surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”), and (ii) immediately

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

Second Merger Sub, with Second Merger Sub surviving such merger (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”), each share of North Immunology capital stock outstanding

immediately prior to the First Effective Time (including shares issued in the Private Placement described below, and excluding treasury

shares and dissenting shares) will be converted into the right to receive a number of shares of the Company’s common stock, $0.001

par value per share (the “Common Stock”), equal to the exchange ratio determined under the Merger Agreement (the “Exchange

Ratio”); provided that, in the event the aggregate number of shares of Common Stock issuable to any holder of North

Immunology capital stock would, together with all securities then beneficially owned by such holder and its affiliates, exceed such holder’s

applicable beneficial ownership limitation (a “Beneficial Ownership Limitation”), the Company will issue to such holder

(x) shares of Common Stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares of Common Stock in

excess of such Beneficial Ownership Limitation, pre-funded warrants (the “Pre-Funded Warrants”) to purchase a number

of shares of Common Stock equal to such excess. Outstanding North Immunology options, restricted stock units and warrants will be assumed

by the Company and adjusted in accordance with the Exchange Ratio, in each case as set forth in the Merger Agreement. Outstanding options

and warrants of the Company will remain outstanding following the Merger in accordance with their respective terms, subject to adjustment

as provided therein.

The Exchange Ratio is derived from the valuation framework in the

Merger Agreement, which contemplates an equity value for North Immunology of $150,000,000 or such higher value ascribed to North Immunology

in the Private Placement, plus the aggregate amount of the Private Placement (including the principal amount of, and accrued interest

on, North Immunology’s outstanding convertible promissory notes that convert in connection therewith), and a valuation for the

Company of $16,500,000, reduced by the amount (if any) by which the Company’s net cash at closing is less than $0, in each case

as further described in the Merger Agreement. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the

Merger, on a pro forma basis, pre-Merger North Immunology stockholders (inclusive of investors in the Private Placement) are expected

to own approximately 95.25% of the combined company and pre-Merger Company stockholders are expected to own approximately 4.75% of the

combined company. The foregoing percentages give effect to the issuance of 591,574 shares of Common Stock to Maxim prior to the

closing of the Merger in satisfaction of advisory fees payable by the Company in connection with the Merger.

In connection with the Merger, the Company will seek the approval of

its stockholders to, among other things, (a) approve the issuance of the shares of Common Stock issuable in connection with the Merger

under the rules of The Nasdaq Stock Market (“Nasdaq”) and the resulting change of control, and (b) amend its articles

of incorporation to (i) change the name of the Company to “North Immunology, Inc.,” (ii) effect a reverse stock split of the

Common Stock (to the extent necessary to satisfy the initial listing requirements of Nasdaq), (iii) increase the number of shares of Common

Stock that the Company is authorized to issue, and (iv) make such other changes as are mutually agreeable to the Company and North Immunology

(such amendment, the “Charter Amendment”). In connection with these matters, the Company has agreed to prepare and

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 the Company’s stockholders

to be held in connection with the Merger.

Each of the Company and North Immunology has made customary representations,

warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) the conduct of their respective businesses

during the period between the date of signing the Merger Agreement and the closing of the Merger, (2) non-solicitation of alternative

acquisition proposals, (3) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (4) the

Company using commercially reasonable efforts to maintain the existing listing of the Common Stock on Nasdaq and to cause the shares of

Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq, pursuant to an initial listing application,

prior to the closing of the Merger, and (5) the Company 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 Company stockholders of the matters to be submitted to them in connection

with the Merger, (2) approval by the requisite North Immunology stockholders of the adoption and approval of the Merger Agreement and

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

the Merger, (4) the 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 Subscription Agreement

(described below) being in full force and effect and providing for the receipt by North Immunology of proceeds of not less than $175,000,000

at or 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 the Company and North Immunology, including the right of either party to terminate if the Merger has not been consummated by June

17, 2027 (subject to extension in specified circumstances). Upon termination of the Merger Agreement under specified circumstances,

the Company may be required to pay North Immunology a termination fee of $300,000 and North Immunology may be required to pay the

Company a termination fee of $2,000,000.

The Merger Agreement has been approved by the boards of directors of

the Company, North Immunology and the Merger Subs. The Merger Agreement provides that the directors and officers of the Company and the

surviving entity following the closing will be designated by North Immunology in accordance with the terms of the Merger Agreement. Upon

the closing of the Merger, the combined company will be led by North Immunology’s chief executive officer.

Financing Transaction

Concurrently with the execution and delivery of the Merger Agreement,

certain institutional and accredited investors entered into a securities purchase agreement with North Immunology (the “Subscription

Agreement”), pursuant to which they have agreed, subject to the terms and conditions thereof, to purchase immediately prior

to the First Effective Time shares of North Immunology common stock and pre-funded warrants to purchase North Immunology common stock

(together, the “PIPE Securities”) for an aggregate purchase price of approximately $180 million in a private placement

(the “Private Placement”), consisting of approximately $146 million in cash proceeds and approximately $34 million

from the contribution of North Immunology’s outstanding convertible promissory notes (together with accrued interest thereon).

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. In addition,

North Immunology’s outstanding simple agreements for future equity will convert into shares of North Immunology common stock in

accordance with their terms prior to the First Effective Time.

The consummation of the Private Placement, providing for proceeds to

North Immunology of not less than $175,000,000, is a condition to the closing of the Merger. Shares of North Immunology common stock and

pre-funded warrants issued pursuant to the Private Placement will be converted into shares of Common Stock and Pre-Funded Warrants to

acquire shares of Common Stock, in accordance with the Exchange Ratio and the Merger Agreement.

Contingent Value Rights Agreement

Prior to the First Effective Time, the Company may declare a distribution

to holders of Common Stock and of the Company’s preferred stock, if any, of record as of immediately prior to the First Effective

Time of one contingent value right (each, a “CVR”) for each outstanding share held by such holder, in each case pursuant

to a Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into between the Company and a rights agent

(the “Rights Agent”). Each CVR will represent the contractual right to receive certain net proceeds, if any, derived

from any consideration that is paid to the Company as a result of the sale, license, transfer, divestiture or other monetization transaction

with respect to the Company’s pre-Merger legacy business, including the Company’s Hemopurifier® assets, in

each case on the terms and subject to the conditions of 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 the Company 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

officers and directors of the Company (solely in their capacities as stockholders of the Company) entered into support agreements in

favor of North Immunology pursuant to which they have agreed to vote their shares of Company capital stock in favor of the approval of

the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “Parent

Stockholder Support Agreements”), and (ii) certain officers, directors and stockholders of North Immunology (solely in their

capacities as stockholders of North Immunology), collectively representing the requisite North Immunology stockholder vote, entered into

support agreements in favor of the Company pursuant to which they have agreed to vote their shares of North Immunology capital stock

in favor of the adoption of the Merger Agreement and the transactions contemplated thereby and against any competing proposals (the “Company

Stockholder Support Agreements” and, together with the Parent Stockholder Support Agreements, the “Support Agreements”).

Concurrently

with the execution of the Merger Agreement, certain stockholders, officers and directors of North Immunology entered into lock-up agreements

(the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer the

shares of Common Stock they receive in the Merger for the 180-day period following the closing of the Merger.

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

the CVR Agreement, the Subscription Agreement, the Pre-Funded Warrants 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 Pre-Funded Warrant, the form of Parent Stockholder Support

Agreement, the form of Company Stockholder Support Agreement, the form of Lock-Up Agreement, the form of Subscription Agreement, and the

form of CVR Agreement, which are filed as Exhibits 2.1, 4.1, 10.1, 10.2, 10.3, 10.4, and 10.5,

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 North Immunology or the Company or to modify or supplement any factual disclosures about the Company in its

public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of the Company, the Merger

Subs and North Immunology 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 the Company, North Immunology

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 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 7.01 Regulation FD Disclosure.

On September 17, 2026, the Company and North Immunology 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. Exhibit 99.2 hereto and incorporated

herein by reference is the investor presentation that will be used in connection with the Merger.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit

99.2 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.

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 the Company, North Immunology, the proposed Merger and related 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 Private Placement and the closing thereof; the expected executive officers and directors of the combined company; the expected declaration

and distribution of the CVRs and any payments that may become payable thereunder; 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, including NOR-101; anticipated preclinical and clinical drug development activities and related timelines, including

the expected timing for data and other clinical results; and other statements that are not historical facts. The words “anticipate,”

“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “will,” “would” and similar expressions are intended to identify

forward-looking statements, although not all forward-looking statements contain these identifying words.

These forward-looking statements are based on current expectations

and beliefs and are subject to risks and uncertainties, including risks related to the failure to obtain the required stockholder approvals,

the failure to complete the Private Placement, the failure to satisfy other closing conditions, including Nasdaq approval of the initial

listing application and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended, delays in obtaining or adverse outcomes related to required regulatory approvals, the possibility that the Merger

Agreement may be terminated in accordance with its terms, the amount of the Company’s net cash at closing and the resulting adjustment

to the Exchange Ratio, the risk that no monetization of the Company’s legacy business is completed and that no payment becomes due

in respect of the CVRs, the Company’s ability to maintain its listing on Nasdaq, the outcome of preclinical studies and clinical

trials, the combined company’s ability to obtain, maintain and protect its intellectual property rights, the combined company’s

need for substantial additional funding, unexpected costs, charges or expenses resulting from the proposed transaction, the effect of

the announcement or pendency of the proposed transaction on existing and potential business relationships, operating results and business

generally, and the other risks and uncertainties described in the Company’s filings with the SEC. Actual results may differ materially

from those contemplated by these forward-looking statements, and neither the Company nor North Immunology undertakes any obligation to

update any forward-looking statement except as required by applicable law.

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.

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 the Company may file with the SEC in connection with the proposed

transaction, including the Form S-4 that will contain a proxy statement and prospectus. In connection with the proposed transaction between

the Company and North Immunology, the Company intends to file relevant materials with the SEC, including the Form S-4.

THE COMPANY 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 THE COMPANY, NORTH IMMUNOLOGY, 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 the Company 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 the Company communicates with investors and

the public using its website (https://www.aethlonmedical.com/) where anyone will be able to obtain free copies of the Form S-4

and included proxy statement/prospectus and other documents filed by the Company with the SEC, and stockholders are urged to read the

Form S-4 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

The Company, North Immunology 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 the Company’s directors and executive officers, including a description of their interests in the Company, is

included in the Company’s most recent definitive proxy statement, as filed with the SEC on September 1, 2026, and in the Company’s

Annual Report on Form 10-K for the fiscal year ended March 31, 2026. To the extent that holdings of the Company’s securities by

the Company’s directors and executive officers have changed since the amounts set forth in the Company’s most recent definitive

proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC.

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

Number

Description

2.1*

Agreement and Plan of Merger and Reorganization, dated as of September 17, 2026, by and among Aethlon Medical, Inc., Nighthawk Merger Sub Corp., Nighthawk Second Merger Sub, LLC and North Immunology, Inc.

4.1

Form of Pre-Funded Warrant

10.1

Form of Parent Stockholder Support Agreement

10.2

Form of Company Stockholder Support Agreement

10.3

Form of Lock-Up Agreement

10.4

Form of Subscription Agreement

10.5

Form of CVR Agreement

99.1

Press Release, issued on September 17, 2026

99.2

Investor Presentation, dated September 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant

hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided,

however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or

schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 17, 2026

AETHLON MEDICAL, INC.

By:

/s/ James B. Frakes

Name:

Title:

James B. Frakes

Chief Executive Officer and Chief Financial Officer

EX-2.1 — AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

EX-2.1

Filename: aethlon_ex0201.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

among:

Aethlon

Medical, Inc.;

Nighthawk

MERGER SUB CORP.;

Nighthawk

SECOND MERGER SUB, LLC; and

North

Immunology, Inc.

Dated as of September 17, 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

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

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

iii

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

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

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This

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

17, 2026, by and among Aethlon Medical, Inc., a Nevada corporation (“Parent”),

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

Parent (“First Merger Sub”), Nighthawk 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 North

Immunology, Inc., a Delaware corporation (the “Company”).

Certain capitalized terms used in this Agreement are defined in Section 1.

Recitals

Subject to the foregoing, 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 and NRS. Upon consummation of the First Merger, First Merger Sub will

cease to exist and the Company will become a wholly owned subsidiary of Parent.

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.

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).

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.

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.

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 and (ii) approved and declared advisable this Agreement and the Contemplated Transactions.

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.

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 articles

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

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.

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”).

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.

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 (together with any sale (or series of related sales or tranches) by the Company of its Company Common Stock or pre-funded

warrants to purchase Company Common Stock, as applicable, that is completed following the date hereof, 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, without duplication, (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 Tax 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), (6) determined by allocating the deduction for any and all costs or expenses of Parent and/or any of its

Subsidiaries incurred in connection with the Contemplated Transactions to the Tax periods (or portions thereof) ending on or prior to

the Closing Date to the extent such costs or expenses are deductible during such periods at a “more likely than not” or higher

level of comfort, and (7) 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 (a) that the Company sponsors, maintains, administers, or contributes to, (b) with respect to

which the Company may reasonably be expected to have any Liability, or (c) that the Company 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, (f) any results, data, findings, adverse events, safety signals or other developments arising from or related to

any preclinical study or clinical trial conducted by or on behalf of the Company or any Person other than the Company, or any publication,

presentation, announcement, regulatory action or guidance relating to any of the foregoing, in each case to the extent affecting any class

of products, mechanism of action, molecular target, therapeutic modality or indication to which any product or product candidate of the

Company relates, or (g) 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 $150,000,000.

· “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”), and (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).

· “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).

· “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 RSUs 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) $16,500,000, minus (ii) the amount, if any,

by which Parent Net Cash is less than the Parent Target Cash Amount; provided that, to the extent Parent Net Cash is less than the Parent

Target Cash Amount, the Parent Valuation shall not be decreased in respect of the Parent Net Cash Expense Amount.

· “Parent Target Cash Amount” means $0.

· “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 party thereto.

“Company Options”

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

“Company Preferred

Stock” means the shares of the Company’s capital stock designated as 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 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 Stock 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 August 13, 2026, between the Company 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, 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 $175,000,000.

“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.

“Nevada Revised Statutes”

or “NRS” means the Nevada Revised Statutes, as amended from time to time, and the rules and regulations promulgated

thereunder.

“Order”

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

has the meaning set forth in the recitals.

“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 June 30, 2026, included in Parent’s Report on Form 10-Q for the six months ended

June 30, 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 (a) that Parent or any of its Subsidiaries sponsors, maintains, administers, or contributes to,

(b) with respect to which Parent or any of its Subsidiaries may reasonably be expected to have any Liability, or (c) that Parent or any

of its Subsidiaries 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

Parent or any of its Subsidiaries participates that is sponsored by any professional employer organization.

“Parent Expenses”

means the reasonable and documented costs and expenses incurred by Parent in connection with maintaining Parent's public company status,

in connection with the transactions contemplated by this Agreement (including fees and expenses of legal counsel, accountants, financial

advisors, investment bankers, brokers, consultants, tax advisors and other professional advisors), continued Nasdaq listing through the

Closing and costs and expenses of removing Parent’s cleanroom.

“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 third-party 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 Transactions 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, (g) any results, data, findings, adverse events, safety

signals or other developments arising from or related to any preclinical study or clinical trial conducted by or on behalf of Parent or

any Person other than the Parent, or any publication, presentation, announcement, regulatory action or guidance relating to any of the

foregoing, in each case to the extent affecting any class of products, mechanism of action, molecular target, therapeutic modality or

indication to which any product or product candidate of the Parent relates, or (h) 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,

dispute 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, 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 Net Cash

Expense Amount” means an amount, not to exceed $1,000,000, of Parent Expenses.

“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 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 RSU”

means each restricted stock unit award for shares of Parent Common Stock granted by Parent pursuant to any Parent Stock Plan.

“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 Warrants”

means all warrants to purchase shares of Parent Common Stock issued by Parent and outstanding at the applicable time.

“Party”

or “Parties” means the Company, Merger Subs 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” means, 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(h)

Accounting Firm

‎2.8(h)

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)

Cash Determination Time

2.8(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

3.12(e)

Company Permits

‎3.14(b)

Company Pre-Closing Financing

Recitals

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 Stock Certificates

2.7(b)

Company Stockholder Consent Review Period

6.2(b)

Company Stockholder Support Agreement

Recital

Company Stockholder Written Consent

‎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(d)

Company Valuation Response Date

‎2.8(d)

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(c)

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

Notice Period

‎6.2(d)

Ordinary Course Agreement

‎3.16(g)

Parent 409A Plan

‎4.17(j)

Parent Charter Amendment

‎2.4(b)(iii)

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 Delivery Date

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

4.12(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)

Parent Termination Fee

10.3(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)

SEC Documents

‎6.16

Second Certificate of Merger

2.3

Second Effective Time

2.3

Second Merger

Recital

Securities

‎2.5(h)

Stockholder Notice

‎6.2(b)

Subscription Agreement

Recital

Surviving Entity

‎2.1

Tax Certificates

‎6.10(c)

Trade Approvals

3.23

Trade Laws

3.23

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 genders. 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 First 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 “North Immunology 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 “North Immunology Operating Company, LLC”;

(iii)

The articles of incorporation of Parent shall be identical to the articles of incorporation of Parent immediately prior to the

Second Effective Time, until thereafter amended as provided by the NRS and such articles of incorporation; provided, however,

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

“North Immunology, 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,

and (iv) 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 articles of incorporation and bylaws of Parent,

shall be as set forth in Section ‎6.12 of the Company Disclosure Letter; and

(v)

The directors and officers of the 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 of

the Company Disclosure Letter 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 First 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.

(c)

No 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 capital stock 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.

(c)

No 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 reasonable 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

reasonable 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.

(c)

No 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 (3) 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 San Diego, California 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 RSUs 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, as applicable, 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,

as applicable, 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 may, 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.

(c)

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 zero ($0), 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 zero ($0) to holders of CVRs.

(e)

In the event that Parent, the Surviving Entity or any of their respective Subsidiaries receives, following the Closing, any refund,

rebate, credit or similar payment (including any refund or payment in respect of an Australian research and development incentive claim)

that is identified by Parent prior to the Parent Net Cash Schedule Delivery Date and attributable to activities of Parent or any of its

Subsidiaries occurring prior to the Closing (a “Pre-Closing Refund”), then, to the extent such Pre-Closing Refund was

not otherwise taken into account in the calculation of Parent Net Cash, Parent shall cause an amount equal to such Pre-Closing Refund,

net only of (i) any Taxes actually incurred or payable as a direct result of the receipt of such Pre-Closing Refund and (ii) reasonable

and documented out-of-pocket third-party costs and expenses incurred solely in connection with obtaining or collecting such Pre-Closing

Refund, to be paid to the holders of the CVRs in accordance with the terms of the CVR Agreement promptly following receipt thereof.

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.

(c)

Except as set forth on Section 3.1(c) of the Company Disclosure Letter, the 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 majority of the shares of Company Capital

Stock outstanding on the record date, voting as a single class on an as-converted basis 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),

(iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable

federal and state securities laws, and (v) 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.

(c)

No 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) 13,000,000 shares of Company Common Stock of which 10,267,689 shares

have been issued and are outstanding as of the date hereof, and (ii) no shares of Company Preferred Stock. 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. 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 shares of 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.

(c)

The Company has reserved 1,516,194 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, 412,095 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 Company 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.

(c)

Section ‎3.7(c) of 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.

(c)

Section ‎3.12(c) of 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 the Company 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) neither the Company nor, to the Knowledge

of the Company, any other party to any such agreement, is 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 violated 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 conflicts 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 the 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.

(c)

The Subscription Agreement is in full force and effect with respect to, and binding on, the Company and, to the Knowledge of the

Company, on each investor party thereto, in accordance with its terms.

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 drugs, 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.

(c)

There 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).

(c)

The 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 or finally resolved. 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 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.

(c)

The 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 Notification 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, or 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 the 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 and 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 has obtained, or is 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, its 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 it is readily apparent from a reading of such Parent SEC Documents that it 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 Nevada 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 First Effective Time, neither Parent nor any of its Subsidiaries has had,

and as of the First 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).

(c)

Except 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 their respective 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 articles

of incorporation of Parent to (i) change the name of Parent to “North Immunology, 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 its 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 issued and outstanding shares of Parent Common Stock 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 (v) 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 or NRS, 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)

except as set forth on Section 4.5(a) of the Parent Disclosure Letter, 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(b) 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.

(c)

The 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) 20,000,000 shares of Parent Common Stock, $0.001 par value per share,

of which 477,402 shares have been issued and are outstanding as of June 30, 2026 (the “Capitalization Date”), and (ii)

no shares of Parent Preferred Stock, $0.001 par value per share, 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.

(c)

Except for the 2020 Equity Incentive Plan (as may be amended from time to time, the “Parent Stock Plans”), 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 28,411 shares of Parent Common Stock for issuance under the Parent Stock Plans, 135 shares have been reserved for issuance

upon exercise or settlement of Parent RSUs, 13,088 shares have been reserved for the exercise of Parent Options, as applicable, granted

under the Parent Stock Plans, and 26,569 shares remain available for future issuance pursuant to the Parent Stock Plans. Section 4.6(c)

of the Parent Disclosure Letter sets forth the following information with respect to each Parent Option and Parent RSU 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 RSU as of the Capitalization Date, (iii) the exercise price of such Parent Option, (iv) the date on which such

Parent Option or Parent RSU 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)

As of the Capitalization Date, Parent had outstanding Parent Warrants to purchase an aggregate of 391,500 shares of Parent Common

Stock. Section 4.6(d) of the Parent Disclosure Letter sets forth, with respect to each series of Parent Warrants outstanding as

of the Capitalization Date, (i) the number of Parent Warrants outstanding, (ii) the number of shares of Parent Common Stock issuable upon

exercise thereof, (iii) the applicable exercise price, (iv) the applicable expiration date and (v) whether such Parent Warrants are currently

exercisable.

(e)

Except for outstanding shares of (x) Parent Warrants, (y) Parent Options or Parent RSUs, or (z) as set forth on Section 4.6(e)

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(e) 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.

(f)

All outstanding shares of Parent Common Stock, Parent Options, Parent Warrants and Parent RSUs, 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.

(g)

With respect to Parent Options and Parent RSUs granted, to the Knowledge of Parent, except as would not be material to Parent,

(i) each grant of a Parent Option or Parent RSU was duly authorized no later than the date on which the grant of such Parent Option and

Parent RSU 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) except as set forth on Section 4.6(g)

of the Parent Disclosure Letter, each Parent Option and Parent RSU 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.

(h)

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)

Except as set forth on Section 4.7(a) of the Parent Disclosure Letter, since January 1, 2023, Parent has filed or furnished,

as applicable, on a timely basis in all material respects, 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 or furnished with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then

on the date of such amendment or superseding 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”) complied with in all material respects

with the requirements of applicable Law, including the Exchange Act and the Sarbanes-Oxley Act. 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 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 rules or policies 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 have been maintained in all material respects in accordance with applicable Law

and reflect the transactions and dispositions of the assets of Parent and its Subsidiaries except in de minimis respects.

(c)

Parent’s 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 during the past three years. During the past three years,

Parent has not disclosed any unresolved comments in the Parent SEC Documents. Parent has delivered to the 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. Parent has received written notice from Nasdaq that Parent has regained compliance with the applicable listing

standards and that the matters identified in the Prior Nasdaq Notices have been closed. No hearing, appeal, monitoring period, exception,

probationary status, compliance plan, or other remedial or supervisory condition is pending or remains currently in effect with respect

to the matters identified in the Prior Nasdaq Notices. Parent is not currently subject to any panel monitor, grace period, or other conditional

listing status arising out of 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. Since January 1, 2023, 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. As of the date of this Agreement and 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 that has not been remediated.

(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 such disclosure controls and procedures

are effective in accordance with applicable Law. 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. Except as set forth on Section 4.10 of the Parent Disclosure Letter, 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. Except as set forth on Section

4.10 of the Parent Disclosure Letter, 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. To Parent’s Knowledge, 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 material 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.

(c)

Section 4.12(c) of the Parent Disclosure Letter is an accurate, true and complete listing of each material 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)

To Parent’s Knowledge, 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.

(C)

To 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)

To Parent’s Knowledge, 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 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 violated 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 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 has 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, and to Parent’s Knowledge, (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 conflicts 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 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.

(c)

There 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 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)

Except as set forth on Section 4.15(a) of the Parent Disclosure Letter, 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 of Parent 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).

(c)

Each 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 or finally resolved. 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 the 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

the 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.

(c)

Parent 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

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 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. Parent

does not sponsor or maintain any self-funded medical or long-term disability benefit plan.

(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, vacation pay, 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, or 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) except as set forth on Section 4.17(p) of the Parent Disclosure Letter, 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 Parent’s possession

or control relating to Parent and its Subsidiaries, including 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, Pre-Funded Warrant or Parent Preferred Stock, 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 and 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 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 their respective 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;

(C)

sell, 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 RSUs, 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 (other than the renewal, replacement or amendment of any health care

plan in the Ordinary Course of Business in connection with annual enrollment), 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 (provided, that Parent may negotiate reasonable severance arrangements in connection with the

termination of Parent employees without the consent of the Company solely to the extent reflected in the Parent Net Cash Schedule), 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 Affiliates;

(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 its 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.

(c)

Notwithstanding 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; or

(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 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.

(c)

Each 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 or Parent 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 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. In furtherance and not

in limitation of the foregoing, Parent shall use its best efforts to file the Form S-4 no later than twenty (20) Business Days following

the date hereof.

(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.

(c)

Parent 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) becomes 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 its 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 thereto.

(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 shall furnish to Parent as soon as reasonably practicable after such statements are available (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 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 Consent”). 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.

(c)

The 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 will 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 (v) 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 forty-five (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”).

(c)

Notwithstanding 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 will 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 the Contemplated Transactions under this Agreement.

(b)

Without limiting 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”).

(c)

Without 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.

(c)

At 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. For the avoidance of doubt,

the Surviving Entity shall retain full responsibility for offering and providing COBRA continuation coverage (within the meaning of Section

4980B of the Internal Revenue Code and Treasury Regulation Section 54.4980B-9, as amended) to any “covered employee,” “qualified

beneficiary,” or “M&A Qualified Beneficiary” (as defined in Treasury Regulation Section 54.4980B-9) to the extent

any costs associated therewith have been reflected in the Parent Net Cash Schedule. Parent shall provide the Surviving Entity with complete

identifying information and claims data for all individuals eligible for such coverage as soon as reasonably practicable and not later

than 30 days following Closing.

(c)

Parent 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)

Plan 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 RSUs. 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 RSU 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 Procopio, Cory, Hargreaves & Savitch 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 articles of incorporation and bylaws of Parent.

(c)

From 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, after consultation with outside legal counsel, that such disclosure is required pursuant to applicable

Law, the rules and regulations of the SEC or the rules of Nasdaq, 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). Notwithstanding

anything to the contrary in this Section 6.8, Parent may make any filing with the SEC or Nasdaq, or any public disclosure related

thereto, that Parent determines in good faith, after consultation with outside legal counsel, is required under applicable Law, the rules

and regulations of the SEC or the rules of Nasdaq; provided that, unless legally prohibited, Parent shall provide the Company with a reasonable

opportunity to review and comment on any disclosure regarding the Contemplated Transactions prior to filing or publication.

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 a Nasdaq Reverse Split (if required)

and to submit a copy of the amendment to Parent’s articles of incorporation effecting the Nasdaq Reverse Split, certified by the

Secretary of State of the State of Nevada, 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.

(c)

If 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 Procopio, Cory, Hargreaves &

Savitch 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 Procopio, Cory, Hargreaves & Savitch

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 the 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 designation

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 the 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 Parent 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

in accordance with 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 Agreement on the terms described therein, including using

its reasonable best efforts to enforce its rights under the Subscription Agreement 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.

The Subscription Agreement shall not be modified or amended in a manner that would be material and adverse to Parent or its shareholders

without the prior written consent of Parent (for the avoidance of doubt, any amendment allowing for the sale of Additional Securities

(as defined in the Subscription Agreement) in accordance with Section 8.15 thereof shall not be considered material and adverse to Parent

or its shareholders).

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;

(c)

the Company Valuation Schedule;

(d)

the Allocation Certificate;

(e)

consulting services agreements, duly executed by each of James Frakes, Michele Bombardiere and Nicolas Gikakis, containing the

terms set forth in Section 8.3(e) of the Parent Disclosure Letter; and

(f)

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 (including vice presidents) and directors of Parent who are not to continue as officers or directors of Parent pursuant

to Section 6.12 hereof; and

(c)

the 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 June 17, 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;

(c)

by 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 the 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);

(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);

(l)

by Parent, if, since the date of this Agreement, a Company Material Adverse Effect has occurred which is incapable of being cured

on or prior to the End Date; or

(m)

by the Company, if since the date of this Agreement, a Parent Material Adverse Effect has occurred which is incapable of being

cured on or prior to the End Date.

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 (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 ten (10) Business Days after such

termination of this Agreement or consummation of a Subsequent Transaction, as applicable, a nonrefundable fee in an amount equal to $300,000

(the “Company Termination Fee”).

(c)

If this Agreement is terminated by Parent pursuant to (x) Section 10.1(d) 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 ten (10) 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”). If this Agreement

is terminated by Parent pursuant to Section 10.1(b) solely due to the Company’s breach of this Agreement arising from the

Company’s failure to satisfy the condition precedent to the consummation of the Contemplated Transactions contained in Section

8.6 on or before the End Date due to (1) the Company’s breach of the Subscription Agreement, or (2) the Company otherwise having

consented to the termination of the Subscription Agreement, then the Company shall pay to Parent, within ten (10) Business Days after

such termination of this Agreement, Parent’s reasonable and documented out-of-pocket third party expenses incurred in connection

with the Contemplated Transactions in an amount not to exceed $500,000.

(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:

Aethlon Medical, Inc.

11555 Sorrento Valley Road, Suite 203

San Diego, CA 92121

Attention: James Frakes

Email: jfrakes@aethlonmedical.com

with a copy to (which shall not constitute notice):

Procopio, Cory, Hargreaves & Savitch LLP

12544 High Bluff Drive, Suite 400

San Diego, CA 92130

Attention: Dennis Doucette

Email: dennis.doucette@procopio.com

if to the Company:

North Immunology, Inc.

3503 Wild Cherry Drive, Building 9

Austin, TX 78738

Attention: Jonathan Barr

Email: jon@northimmunology.com

with a copy to (which shall not constitute notice):

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111

Attention: Ryan Murr, Branden Berns, Evan Shepherd

Email: rmurr@gibsondunn.com, bberns@gibsondunn.com, Eshepherd@gibsondunn.com

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.

Aethlon Medical, Inc.

By:

Name:

Title:

Nighthawk

MERGER SUB CORP.

By:

Name:

Title:

Nighthawk SECOND

MERGER SUB, LLC

By:

Name:

Title:

[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.

north immunology inc.

By:

Name:

Title:

[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-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: aethlon_ex0401.htm · Sequence: 3

Exhibit 4.1

THIS WARRANT AND THE SHARES OF COMMON STOCK

ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES

ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL

REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON

STOCK

Number of Shares: [·]

(subject to adjustment)

Warrant No. [·]

Original

Issue Date: [·], 2026

North Immunology Inc.,

a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, [·] or its registered assigns (the “Holder”),

is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [·]

shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant

Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.0001 (as adjusted

from time to time as provided in Section ‎9 herein, the “Exercise Price”), upon surrender of this Pre-Funded

Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof,

the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”),

subject to the following terms and conditions:

This Warrant is one of a series

of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated September 17, 2026, by and among the Company

and the Investors identified therein (the “Purchase Agreement”). Capitalized terms used and not defined herein shall

have the meaning set forth in the Purchase Agreement.

Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

means any Person directly or indirectly controlled by, controlling or under common control with, a Holder, but only for so long as such

control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled

by”, “controlling” and “under common control with”) means, with respect to a Person, possession, direct

or indirect, of (i) the power to direct or cause direction of the management and policies of such Person (whether through ownership of

securities or partnership or other ownership interests, by contract or otherwise), or (ii) at least 50% of the voting securities (whether

directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests; provided that the

Affiliates of any Person that is an investment fund shall not include any portfolio companies of such investment fund or any affiliated

investment fund.

“Attribution Parties”

means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment vehicle,

including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly

managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (iii) Person acting or who could be

deemed to be acting as a Group together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership

of the Company’s Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes

of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and

all other Attribution Parties to the Maximum Percentage.

“Closing Sale Price”

means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported

by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate

the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial

Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin

board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a

particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as

mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such

security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of

Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Commission”

means the U.S. Securities and Exchange Commission.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity and a government or any department or agency thereof.

“Principal Trading

Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and

quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Capital Market.

“Securities Act” means the U.S. Securities

Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect

to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was

“T+1.”

“Trading Day”

means any weekday on which the Principal Trading Market is normally open for trading.

“Transfer Agent”

means [Equiniti Trust Company], TopCo transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

Issuance of Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records

to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which

shall include the initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time

to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise

hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Registration of Transfers. This Warrant and all rights hereunder (including, without limitation, any registration rights)

are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent,

together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent

or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Subject to compliance with all applicable

securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in

the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration

or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”)

evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion

of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee

thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the

Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s

own expense any New Warrant under this Section ‎3. Until due presentment for registration of transfer, the Company may treat

the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.

Exercise of Warrants.

(a)

All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including

Section ‎11) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until

exercised in full.

(b)

The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule

1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number

of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated

in the Exercise Notice pursuant to Section ‎10 below), and the date on which the last of such items is delivered to the Company

(as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required

to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the

same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number

of Warrant Shares, if any. The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided

above shall constitute the Holder’s certification to the Company that its representations contained in Sections 4.1 and 4.3 through

4.9 of the Purchase Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee

Holder that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations

are true and correct as to such transferee Holder as of the Exercise Date).

(c)

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this

section, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder

at any given time may be less than the amount stated on the face hereof.

Delivery of Warrant Shares.

(a)

Upon exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising

the Standard Settlement Period following the Exercise Date), upon the request of the Holder, credit such aggregate number of shares of

Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise

Shares”) to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)

through its Deposit Withdrawal At Custodian system, assuming the Transfer Agent is then a participant in the DTC Fast Automated Securities

Transfer Program (the “FAST Program”) and either (A) there is an effective registration statement permitting the issuance

of the Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for resale by the

Holder without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming cashless exercise

of this Warrant). If the Transfer Agent is not a participant in the FAST Program or if (A) and (B) above are not true, the Transfer Agent

will either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares

with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the

address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name

of the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated

by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise

Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions

or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be.

(b)

If the Company fails to deliver to the Holder or its designee Exercise Shares in the manner required pursuant to Section

‎5‎(a) within the Standard Settlement Period following the Exercise Date and the Holder or the Holder’s broker on its

behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder

of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”) but did not receive within

the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s

sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Exercise Shares pursuant to Section ‎5‎(a)

and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including brokerage commissions,

if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common Stock purchased

in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date.

(c)

To the extent permitted by law and subject to Section ‎5‎(b), the Company’s obligations to issue and

deliver Warrant Shares in accordance with and subject to the terms hereof (including the limitations set forth in Section ‎11

below) are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent

with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff,

counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation

to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance

that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to

Section ‎5(b), nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder,

at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof; provided, however,

that the Holder shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and equivalent number of

Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would have been

issued if the Company had timely complied with its delivery requirements under Section ‎5(a).

Charges, Taxes and Expenses. Issuance and delivery of shares of Common Stock upon exercise of this Warrant

shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding

any applicable stamp duties) in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company;

provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer

involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The

Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving

Warrant Shares upon exercise hereof. The parties hereto hereby acknowledge and agree that, for U.S. federal and state income tax purposes,

this Pre-Funded Warrant shall be treated as stock of the Company

Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue

or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant,

a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case)

and, in each case, a customary and reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result

of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s

obligation to issue the New Warrant.

Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is

outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely

for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares

that are initially issuable and deliverable upon the exercise of this entire Warrant (without regard to any limitations or restrictions

on exercise of this Warrant, including without limitation, the Maximum Percentage (as defined below)), free from preemptive rights or

any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section

‎9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable

Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company

will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without

violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which

the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent of the Holder, take

any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.

Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant

(the “Number of Warrant Shares”) are subject to adjustment from time to time as set forth in this Section ‎9.

(a)

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on

its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and

in accordance with the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides

its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common

Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares

of Common Stock of the Company, then in each such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of

which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the

number of shares of Common Stock outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph

shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,

provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed

therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter

the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment

pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision,

combination or issuance.

(b)

Pro Rata Distributions. If, on or after the Original Issue Date, the Company shall declare or make any dividend or other

pro rata distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness

or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar

transaction, but, for the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section ‎9‎(a),

any distribution of Purchase Rights (as defined below) subject to Section ‎9‎(c) and any Fundamental Transaction (as defined

below) subject to Section ‎9(d)) (a “Distribution”) then, in each such case, upon any exercise of this Warrant

that occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be entitled

to receive such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares

of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this

Warrant, including without limitation, the Maximum Percentage (as defined below)) immediately before the date on which a record is taken

for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the participation in such Distribution (provided, that to the extent that the Holder’s right to participate in any such

Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not

be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common

Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in

abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions

declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there

had been no such limitation).

(c)

Purchase Rights. If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible

Securities or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class

of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to

such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of

Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this

Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined

for the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such

Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election, in its

sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time

or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which

time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or

on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation or (2) the

Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that would

not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to the extent possible

have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property issuable

upon exercise of the originally offered Purchase Rights). . As used in this Section ‎9‎(c), (i) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible

Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for shares of Common Stock.

(d)

Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation

of the Company with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company

immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving

entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all

of its assets in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company

or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the

Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for

any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same

proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of the

Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other

securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section ‎9‎(a)

above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall

have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been

entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,

the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (including any Distributions or Purchase

Rights then held in abeyance pursuant to Section ‎9(b) or Section ‎9(c) above) without regard to any limitations

on exercise contained herein (the “Alternate Consideration”), including subject to any choice as to the Alternate Consideration

it would have been entitled to make. The Company shall not effect any Fundamental Transaction in which the Company is not the surviving

entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and

the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section ‎10 below or

(ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including

any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in accordance

with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of

this paragraph (d) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction.

(e)

Number of Warrant Shares. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to Section ‎9,

the Exercise Price shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable

hereunder for the increased or decreased Number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately

prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common

Stock then in effect.

(f)

Calculations. All calculations under this Section ‎9 shall be made to the nearest one-tenth of one cent or the

nearest share, as applicable.

(g)

Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section ‎9, the Company at its

expense will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this

Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number

or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving

rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly

deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

(h)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution

of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants

to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement

contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation

or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice of such transaction at least ten (10)

days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or

vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein

shall not affect the validity of the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding,

the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction

contemplated by Section ‎9‎(d), other than a Fundamental Transaction under clause (iii) of Section ‎9‎(d),

the Company shall deliver to the Holder a notice of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental

Transaction is consummated. Holder agrees to maintain any information disclosed pursuant to this Section ‎9‎(h) in confidence

until such information is publicly available, and shall comply with applicable law with respect to trading in the Company’s securities

following receipt of any such information.

10.

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may,

in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the

Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the

Securities Act, as determined as follows:

X = Y [(A-B)/A]

where:

“X”

equals the number of Warrant Shares to be issued to the Holder;

“Y”

equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;

“A”

equals the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the

date immediately preceding the Exercise Date; and

“B”

equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144 promulgated under the

Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction

shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,

on the date this Warrant was originally issued; provided that the Commission continues to take the position that such treatment

is proper at the time of such exercise. In the event that a registration statement registering the issuance of Warrant Shares is, for

any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise,

as set forth in this Section ‎10. If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and

agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on the registered

characteristics of the Warrants being exercised and may be tacked on to the holding period of the Warrants being exercised. Except as

set forth in Section ‎5‎(b) (Buy-In remedy) and Section ‎12 (No Fractional Shares), in no event will the exercise

of this Warrant be settled in cash.

11.

Limitations on Exercise.

(a)

Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant,

and the Holder of the Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and

void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the

Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d)

of the Exchange Act and the rules promulgated thereunder, in excess of 19.99% (the “Maximum Percentage”) of the Common

Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether

the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder

together with the Attribution Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder

together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect

to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise

of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion

of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any

Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation

on conversion or exercise analogous to the limitation contained herein. For purposes of this Section ‎11‎(a), beneficial

ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and

determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. For purposes of the Warrant, in

determining the number of outstanding shares of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of

Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing

with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other

notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued

and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral

request of the Holder, the Company shall within one (1) business day confirm orally and in writing or by electronic mail to the Holder

the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that

it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative

securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately

prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time

when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i)

notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would

otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this

Section ‎11‎(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares

to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”)

and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction

Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise

of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported

Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results

in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage

of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued

by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage

(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution

Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the

Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess

Shares. By written notice to the Company, a Holder of the Warrant may from time to time increase or decrease the Maximum Percentage to

any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will

not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial

exercise effected prior to such change.

(b)

This Section ‎11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may

receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution

Parties may receive in the event of a Fundamental Transaction as contemplated in Section ‎9(d) of this Warrant. For purposes

of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be

deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the

Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule

16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the

provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be

construed and implemented in a manner otherwise than in strict conformity with the terms of this Section ‎11‎(a) to the

extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial

ownership limitation contained in this Section ‎11 or to make changes or supplements necessary or desirable to properly give

effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this

Warrant.

12.

No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this

Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded

down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for

any such fractional shares.

13.

Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation,

any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such

notice or communication is delivered via confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent

prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or

communication is delivered via confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent on a day

that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of

mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt

by the Person to whom such notice is required to be given, if by hand delivery.

14.

Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon thirty (30)

days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant

agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party

or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services

business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly

cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s

last address as shown on the Warrant Register.

15.

Miscellaneous.

(a)

No Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity

as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company

for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity

as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any

corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance

or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder

of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained

in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant

or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(b)

Further Assurances. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,

including, without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets,

consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or

performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and

in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against

impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above

the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise

of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public

regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

(c)

Successors and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder.

This Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental

Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and

assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and

the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed

by the Company and the Holder, or their successors and assigns.

(d)

Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company

may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained

the written consent of the Holder.

(e)

Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions

contained herein.

(f)

Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS

WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES

OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE

AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION

DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY

SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS

AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL

OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE

SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY

ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g)

Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed

to limit or affect any of the provisions hereof.

(h)

Severability. If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or

regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes,

to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of

this Warrant shall remain binding upon the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

North Immunology

Inc.

By:

Name:

Title:

EX-10.1 — FORM OF PARENT SUPPORT AGREEMENT

EX-10.1

Filename: aethlon_ex1001.htm · Sequence: 4

Exhibit 10.1

FORM OF PARENT SUPPORT AGREEMENT

This Support Agreement (this

“Agreement”) is made and entered into as of September 17, 2026, by and among North Immunology Inc., a Delaware corporation

(the “Company”), Aethlon Medical, Inc., a Nevada 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 Nighthawk Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary

of Parent (the “First Merger Sub”) and Nighthawk 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, 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 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 Parent Warrants, settlement of Parent RSUs, or otherwise,

including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares.

(c)“Transfer”

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.

(c)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 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.

(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.

(c)In

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, Merger

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.

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.

(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.

(c)This

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.

(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.

9.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 10 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.

10.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.

(c)Applicable

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 provided, however, that matters relating to the

validity and exercise of the voting rights and proxy with respect to shares of Parent Capital Stock shall be governed by the Laws of the

State of Nevada. 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 10(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 10(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.

(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 Parent,

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 Parent, 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]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be duly executed as of the date first above written.

COMPANY:

North Immunology Inc.

By: ____________________________________________

Name:

Title:

[Signature Page to Parent Stockholder Support Agreement]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be duly executed as of the date first above written.

Parent:

AETHLON

MEDICAL, INC.

By: ____________________________________________

Name:

Title:

[Signature Page to Parent 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 Parent Stockholder Support Agreement]

Appendix A

EX-10.2 — FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT

EX-10.2

Filename: aethlon_ex1002.htm · Sequence: 5

Exhibit 10.2

FORM OF COMPANY SUPPORT AGREEMENT

This Support Agreement (this

“Agreement”) is made and entered into as of September 17, 2026, by and among North Immunology Inc., a Delaware corporation

(the “Company”), Aethlon Medical, Inc., a Nevada 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 Nighthawk Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary

of Parent (the “First Merger Sub”), and Nighthawk 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:

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 or settlement,

as applicable, of any Company Options, Company RSUs, Company Warrants or otherwise, including, without limitation, by gift, succession,

in the event of a stock split or as a dividend or distribution of any Shares.

(c)

“Transfer” 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.

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 execute and deliver

the Company Stockholder Written Consents or otherwise vote in favor of Company stockholder matters.

(c)

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 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 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.

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.

(c)

In 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.

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.

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 and 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 11. 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.

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.

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.

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.

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 A.

(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.

(c)

This 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.

(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.

(c)

Applicable 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.