Form 8-K

8-K — InMed Pharmaceuticals Inc.

Accession: 0001213900-26-058795

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001728328

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Changes in Control of Registrant

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0291482-8k425_inmed.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED AS OF MAY 19, 2026, BY AND AMONG INMED PHARMACEUTICALS INC., INDIGO MERGER SUB CORP., INDIGO MERGER SUB II, LLC AND MENTARI THERAPEUTICS, INC (ea029148201ex2-1.htm)

EX-10.1 — FORM OF SHAREHOLDER SUPPORT AGREEMENT (ea029148201ex10-1.htm)

EX-10.2 — FORM OF STOCKHOLDER SUPPORT AGREEMENT (ea029148201ex10-2.htm)

EX-10.3 — FORM OF LOCK-UP AGREEMENT (ea029148201ex10-3.htm)

EX-10.4 — FORM OF CVR AGREEMENT (ea029148201ex10-4.htm)

EX-10.5 — FORM OF MENTARI SECURITIES PURCHASE AGREEMENT (ea029148201ex10-5.htm)

EX-99.1 — PRESS RELEASE, ISSUED ON MAY 19, 2026 (ea029148201ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED MAY 2026 (ea029148201ex99-2.htm)

EX-99.3 — CONFERENCE CALL TRANSCRIPT DATED MAY 19, 2026 (ea029148201ex99-3.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 19, 2026

INMED PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-39685

98-1428279

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Suite 1445 – 885 West Georgia St.

Vancouver, British Columbia, Canada V6C 3E8

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (604) 669-7207

Not Applicable

(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 Shares, no par value

INM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 May 19, 2026, InMed Pharmaceuticals Inc., a company incorporated

under the laws of the Province of British Columbia (the “Company”), Indigo Merger Sub Corp., a Delaware corporation

and a wholly owned subsidiary of the Company (the “First Merger Sub”), Indigo Merger Sub II, 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 Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”), 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) the First Merger Sub will merge with

and into Mentari, with Mentari 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, Mentari will merge with

and into the Second Merger Sub, with the Second Merger Sub surviving such merger (the “Second Merger” and, together

with the First Merger, the “Merger”).

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 Mentari capital stock outstanding immediately prior to the First Effective Time (including shares issued in the pre-closing

financing and excluding treasury shares and dissenting shares) will be converted into the right to receive a number of the Company’s

common shares (the “Common Shares”) equal to the exchange ratio determined under the Merger Agreement (the “Exchange

Ratio”); provided that, in the event the issuance of Common Shares to any holder would exceed such holder’s applicable

beneficial ownership limitation, the Company may issue pre-funded warrants in lieu of Common Shares in excess of that limitation. In

addition, each outstanding share of Mentari’s Series Seed Preferred Stock will be converted into the right to receive a number

of the Company’s Non-Voting Convertible Preferred Shares (the “Convertible Preferred Shares”) equal to

the Exchange Ratio divided by 1,000. Outstanding Mentari options, restricted stock units and warrants will be treated in accordance with

the Merger Agreement.

The Exchange Ratio is derived from the valuation framework in the Merger

Agreement, which contemplates an equity value of $125,000,000 or such higher value ascribed to Mentari in the pre-closing financing, together

with net cash of the Company and the proceeds actually received in the pre-closing financing, as further described in the Merger Agreement.

Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (and prior to closing of the financing

described below), on a pro forma basis and based upon the number of shares of InMed common stock expected to be issued in the Merger,

pre-Merger Mentari stockholders will own approximately 98.49% of the combined company and pre-Merger InMed shareholders will own approximately

1.51% of the combined company.

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

its shareholders for the matters required by the Merger Agreement, including, without limitation, approval of the issuance of Common Shares

representing more than 20% of the Company’s outstanding Common Shares and the resulting change of control pursuant to Nasdaq rules,

and approval of the continuation of the Company from the Province of British Columbia to Nevada. The Merger Agreement also contemplates

that, if deemed necessary by the Company and Mentari, the Company may change its name, effect a reverse split and make such other changes

to its organizational documents as are mutually agreeable to the Company and Mentari. The Company has agreed to, in cooperation with Mentari,

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

shareholders to be held in connection with the proposed transactions.

Each of the Company and Mentari has made customary representations,

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

between signing and closing, non-solicitation of alternative acquisition proposals, efforts to obtain required regulatory approvals, the

Company’s continued listing and listing approval for the Common Shares to be issued in the Merger, and the preparation and filing

of the Form S-4.

Consummation of the Merger is subject

to customary closing conditions, including, among others, approval by the Company’s shareholders and approval by Mentari’s

stockholders of the Merger Agreement and the transactions contemplated thereby, Nasdaq approval of the listing application to be submitted

in connection with the Merger, 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, the receipt of required regulatory approvals,

the valid creation of the Company’s Convertible Preferred Shares, and the subscription agreement for Mentari’s pre-closing

financing being in full force and effect with not less than $150,000,000 of proceeds received or to be received substantially concurrently

with the closing of the Merger by Mentari.

Each party’s obligation to consummate the Merger is also subject

to other specified customary conditions, including the accuracy of the other party’s representations and warranties, 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 for the Company

and Mentari, including under certain circumstances rights to terminate if the closing has not occurred by the applicable end date, and

provides for the payment of termination fees in specified circumstances.

In connection with the Merger, the Company will designate a series

of preferred shares as the Convertible Preferred Shares (the “Convertible Preferred Shares”). The Convertible Preferred

Shares will be non-voting, except for specified protective provisions, and will be entitled to dividends on an as-if-converted basis in

the same form and manner as dividends paid on the Company’s Common Shares. So long as any Convertible Preferred Shares remain outstanding,

the Company may not take certain actions adverse to the holders of Convertible Preferred Shares, including certain charter amendments,

issuances of additional Convertible Preferred Shares and specified fundamental transactions and governance actions, without approval of

holders of a majority of the then outstanding Convertible Preferred Shares.

For so long as at least 30% of the originally

issued Convertible Preferred Shares remain outstanding, the holders of the Convertible Preferred Shares, voting as a separate class on

an as-converted basis, will be entitled to elect two directors of the Company (the “Preferred Directors”), and each

Preferred Director will be entitled to three votes on matters presented to the Company’s board of directors. The holders of Common

Shares and any other class or series of voting shares, voting together as a single class on an as-converted basis, will be entitled to

elect the balance of the directors.

Each Convertible Preferred Share will be convertible at the option

of the holder into 1,000 Common Shares, subject to adjustment and a beneficial ownership limitation initially designated by the holder

of up to 19.99%, as further described in the special rights or restrictions attached to the Convertible Preferred Shares.

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

the Company, Mentari and the Merger Subs.

The Merger Agreement provides that the directors and officers of combined company following the closing will be designated by Mentari

in accordance with the terms of the Merger Agreement.

Financing Transaction

Concurrently with the execution and delivery of the Merger Agreement,

certain investors executed a subscription agreement pursuant to which they agreed to purchase, immediately prior to the First Effective

Time, shares of Mentari’s common stock and pre-funded warrants to purchase Mentari’s common stock in the pre-closing financing.

The pre-closing financing is a condition to closing and must provide

for the receipt of not less than $150,000,000 by Mentari at or substantially concurrently with the closing of the Merger.

Shares of Mentari’s common stock and pre-funded warrants issued

pursuant to this financing transaction will be converted into Common Shares of the Company and pre-funded warrants to acquire Common Shares

of the Company, in accordance with the Exchange Ratio and the Merger Agreement.

Contingent Value Rights Agreement

Prior to the First Effective Time, the Company will enter into a Contingent

Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”) pursuant to which

the Company’s pre-Merger shareholders will receive one contingent value right (each, a “CVR”) for each outstanding

Common Share of the Company. 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 disposition of the Company’s pre-Merger legacy assets.

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 Agreement

Concurrently with the execution of the Merger Agreement, certain officers

and directors of the Company are executing shareholder support agreements in favor of the Mentari pursuant to which they have agreed to

vote their Common Shares in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and against

any alternative acquisition proposals (the “InMed Shareholder Support Agreements”), and certain officers, directors

and stockholders of Mentari are executing stockholder support agreements in favor of the Company pursuant to which they have agreed to

vote their shares of Mentari’s capital stock in favor of the adoption of the Merger Agreement and the transactions contemplated

thereby and against competing proposals (the “Mentari Stockholder Support Agreements” and, together with the InMed

Shareholder Support Agreements, the “Support Agreements”).

Concurrently with the execution of the Merger Agreement, certain stockholders,

officers and directors of Mentari are executing lock-up agreements (the “Lock-Up Agreements”) pursuant to which, subject

to specified exceptions, they have agreed not to transfer their Common Shares of the Company for the 180-day period following the closing

of the Merger, subject in certain circumstances to extension.

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

the CVR Agreement, the special rights or restrictions attached to the Convertible Preferred Shares and the Lock-Up Agreements do not purport

to be complete and are qualified in their entirety by reference to the full text of the applicable agreements and instruments filed as

exhibits to this Current Report on Form 8-K and 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 the Company or Mentari 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, Mentari and the Merger Subs

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, Mentari 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 5.02 Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

To the extent required by this Item, the information included in Item

1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 19, 2026, the Company and Mentari 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.

Furnished as Exhibit 99.2 hereto and incorporated herein by

reference is the investor presentation that will be used in connection with the Merger, including the conference call described below.

The Company hosted a conference call to discuss the Merger as well

as Mentari’s platform and pipeline assets at 5:30 a.m. Pacific time on May 19, 2026. Furnished as Exhibit 99.3 hereto and

incorporated herein by reference is the transcript that was used in connection with the merger agreement announcement conference call.

The information in this Item 7.01, including Exhibits 99.1,

99.2 and 99.3 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, Mentari, 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 financing

transaction and the closing thereof; the expected executive officers and directors of the combined company; the expected contribution

and payment of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the

nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates

of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected

timing for data and other clinical results; and 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 shareholder approval, the failure

to complete the pre-closing financing, the failure to satisfy other closing conditions, 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 Company’s

ability to maintain listing on Nasdaq, 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 Mentari 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. Subject to certain exceptions to be approved by

the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction

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

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

of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR

DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL

OR COMPLETE.

Important Additional Information About the Proposed Transaction

Will be Filed with the SEC

This Current Report on Form 8-K and the exhibits filed or furnished

herewith are not substitutes for any other document that the Company may file with the SEC in connection with the proposed transaction,

including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus.

In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including the Form S-4.

THE COMPANY URGES INVESTORS AND SHAREHOLDERS 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, MENTARI, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and shareholders 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.

Participants in the Solicitation

The Company, Mentari and their respective directors and executive officers

may be deemed to be participants in the solicitation of proxies from shareholders 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 most recent definitive proxy statement. Additional information regarding such 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 May 19, 2026, by and among InMed Pharmaceuticals Inc., Indigo Merger Sub Corp., Indigo Merger Sub II, LLC and Mentari Therapeutics, Inc.

10.1

Form of Shareholder Support Agreement

10.2

Form of Stockholder Support Agreement

10.3

Form of Lock-Up Agreement

10.4

Form of CVR Agreement

10.5

Form of Mentari Securities Purchase Agreement

99.1

Press Release, issued on May 19, 2026

99.2

Investor Presentation, dated May 2026

99.3

Conference Call Transcript dated May 19, 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.

INMED PHARMACEUTICALS INC.

(Registrant)

By:

/s/ Eric A. Adams

Date: May 19, 2026

Name:

Eric A. Adams

Title:

President & CEO

EX-2.1

Filename: ea029148201ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

among:

Mentari

Therapeutics, Inc.;

INDIGO

MERGER SUB CORP.;

INDIGO

MERGER SUB II, LLC; and

InMed

Pharmaceuticals Inc.

Dated

as of May 19, 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 Shares

3.25

No Other Representations or Warranties

A-2

Page

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

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

Resale Restrictions

4.28

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 Shareholder Meeting

6.4

Efforts; Regulatory Approvals

6.5

Company Options; Company RSUs; Company Warrants

6.6

Employee Benefits

6.7

Indemnification of Officers and Directors

6.8

Disclosure

6.9

Listing

6.10

Tax Matters

6.11

Legends

6.12

Officers and Directors

6.13

Termination of Certain Agreements and Rights

6.14

Section 16 Matters

6.15

Allocation Information

6.16

Parent Documents

6.17

Obligations of Merger Subs

6.18

Company Pre-Closing Financing

6.19

Wind-Down Activities

6.20

Parent Legacy Transaction

6.21

Termination of Certain Agreements

A-3

Page

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

7.6

Parent Charter Amendment

7.7

Continuation Authorization

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

Dividends

9.6

Preferred Shares

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

11.12

Transferred Information

Exhibits:

Exhibit A-1

Form of Parent Shareholder 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

Parent Convertible Preferred Share Terms

Exhibit F

Form of CVR Agreement

Exhibit G

Form of Pre-Funded Warrant

A-4

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This

Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of May 19,

2026, by and among InMed Pharmaceuticals Inc., a corporation organized under the

laws of British Columbia, Canada (“Parent”), Indigo Merger Sub Corp.,

a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), Indigo

Merger Sub II, 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 Mentari

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

are defined in Section 1.

Recitals

A. Parent

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

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

a wholly owned subsidiary of Parent.

B. Immediately

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

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

Merger Sub being the surviving entity of the Second Merger.

C. The

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

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

and (ii) this Agreement will constitute a plan of reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

D. The

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

shareholders, (ii) adopted, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of

Parent Shares to the shareholders 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 shareholders of Parent vote to approve this Agreement and thereby

approve the Parent Shareholder Matters, including the Contemplated Transactions.

E. The

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

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

determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger

Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions.

F. The

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

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

determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole member of Second Merger

Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions.

G. The

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

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

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

and thereby approve the Contemplated Transactions.

H. Concurrently

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

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

as shareholders of Parent) are executing support agreements in favor of the Company in substantially the form attached hereto as Exhibit

A-1 (the “Parent Shareholder Support Agreement”), pursuant to which such Persons have, subject to the terms and

conditions set forth therein, agreed to vote all of their Parent Shares in favor of the approval of this Agreement and thereby approve

the Contemplated Transactions (including any minority approvals required by MI 61-101), and an amendment to the Parent’s Organizational

Documents to effect the Contemplated Transactions, and approval of the Nasdaq Reverse Split, at the Parent Shareholder Meeting or otherwise

pursuant to the terms set forth therein.

I. Concurrently

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

each of the officers, directors and stockholders of the Company listed on Section A of the Company Disclosure Letter (solely in

their capacity as stockholders of the Company), collectively representing the Required Company Stockholder Vote, are executing support

agreements in favor of Parent in substantially the form attached hereto as Exhibit A-2 (the “Company Stockholder Support Agreement”),

pursuant to which such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of Company

Capital Stock in favor of the adoption of this Agreement and thereby approve the Contemplated Transactions.

J. Concurrently

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

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

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

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

K. It

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

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

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

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

L. Concurrently

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

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

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

by contribution of Company Notes), 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 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, (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 approved Tax refunds where payment is pending from the applicable Governmental Authority and any instalments or overpayments

on account of Taxes (or credits in lieu thereof), (3) computed without 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 credits in lieu

thereof) 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 the 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 Tax period that includes but does not end on the Closing Date, the amount of Taxes 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), 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 portion of 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 arrangement, 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 or Vancouver, British Columbia are

authorized or obligated to be closed.

“Canadian Securities

Laws” means all applicable Canadian corporation and securities laws and the respective rules, regulations, instruments, blanket

orders and blanket rulings under such laws together with applicable published policies, policy statements, and notices of the Canadian

Securities Regulators.

“Canadian Securities

Regulators” means the applicable Canadian securities commissions or Canadian securities regulatory authorities.

“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 Internal Revenue Code of 1986, as amended.

“Company Associate”

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

“Company Board”

means the board of directors of the Company.

“Company Capital

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

“Company Capitalization

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

“Company Common Stock”

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

“Company Contract”

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

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

“Company Employee

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

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

or other service provider of the Company (or their spouses, dependents, or beneficiaries), but excluding any Employee Plan in which the

Company participates that is sponsored by any professional employer organization.

“Company Fundamental

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

‎ 3.3, 3.4, 3.5(a)(i), and 3.20.

“Company IP Rights”

means all Intellectual Property rights that are owned or purported to be owned by, 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 is required to undertake, or refrain

from undertaking (as applicable), to comply with the terms of this Agreement, (c) any natural disaster, calamity or epidemics, pandemics

or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any

escalation or general worsening of any of the foregoing) anywhere in the world or any governmental or other response or reaction to any

of the foregoing, (d) any change in generally accepted accounting principles in the United States (“GAAP”) or applicable

Law or the interpretation thereof, (e) general economic or political conditions or conditions generally affecting the industries in which

the Company operates, or (f) any change in the cash position of the Company which results from operations in the Ordinary Course of Business;

except in each case with respect to clauses (c), (d) and (e), to the extent disproportionately affecting the Company relative to other

similarly situated companies in the industries in which the Company operates.

“Company Merger Shares”

means the product determined by multiplying (a) the Post-Closing Parent Shares by (b) the Company Allocation

Percentage, in which:

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

(ii) the Parent Valuation.

● “Company Allocation Percentage” means the percentage (rounded to four decimal places)

determined by subtracting (i) the Parent Allocation Percentage from (ii) 100 percent.

● “Company Equity Value” means $125,000,000 or such higher value ascribed to the Company

in the Company Pre-Closing Financing.

● “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),

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, including the

Company Notes), 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 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 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 Parent Shares outstanding

immediately prior to the First Effective Time expressed on a fully-diluted basis and as converted to Parent Common Shares basis and assuming,

without limitation or duplication, (i) the issuance of Parent Common Shares in respect of all In the Money Parent Options, warrants or

other rights or commitments to receive Parent Common Shares (or securities convertible or exercisable into Parent Common Shares, but excluding

any Parent Shares 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 Parent Common Shares outstanding as of immediately prior to the First Effective

Time on a net settlement basis as provided in Section 6.7. Notwithstanding any of the foregoing, no Out of the Money Parent Options

shall be included in the total number of Parent Common Shares outstanding for purposes of determining the Parent Outstanding Shares.

● “Parent Valuation” means (i) $6,600,000, minus (ii) the amount by which

Parent Net Cash is less than negative $3,400,000, plus (iii) the amount by which Parent Net Cash exceeds negative $3,400,000;

provided, that the Parent Valuation shall not exceed $10,000,000.

● “Post-Closing Parent Shares” mean 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.

“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, including the Company Series Seed

Preferred Stock and Company Series A Preferred Stock.

“Company Registered

IP” means all Company IP Rights that are owned or exclusively licensed 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 Series A

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

per share.

“Company Series Seed

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

value per share.

“Company Stock Plan”

means the Company’s 2025 Equity Incentive Plan.

“Company Triggering

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

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

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

the Company shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal.

“Company Warrants”

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

“Competition Act”

means the Competition Act (Canada).

“Confidentiality

Agreement” means the mutual non-disclosure agreement dated as of April 17, 2026, between Fairmount Funds Management LLC and

Parent.

“Consent”

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

“Contemplated Transactions”

means the Merger and the other transactions contemplated by this Agreement (other than any Parent Legacy Transaction), 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 Parent Common Shares by Parent or Nasdaq with the SEC, (ii) any other cessation

of listing of the Parent Common Shares 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 Parent Common Shares 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 Parent

Common Shares from Nasdaq.

“DGCL”

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

“DLLCA”

means the Delaware Limited Liability Company Act.

“Effect”

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

“Employee Plan”

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

plan, program, policy or arrangement providing for stock options, restricted stock awards, stock purchases, equity-based compensation,

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

change in control or transaction bonuses, supplemental, vacation, retirement benefits (including post-retirement health and welfare benefits),

pension benefits, profit-sharing benefits, fringe benefits, life insurance benefits, perquisites, health benefits, medical benefits, dental

benefits, vision benefits, and all other employee benefit plans, agreements, and arrangements, not described in (a) above; and (c) all

other plans, programs, policies or arrangements providing compensation to employees, consultants and non-employee directors.

“Encumbrance”

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

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

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

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

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

“Enforceability Exceptions”

means the (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing

specific performance, injunctive relief and other equitable remedies.

“Entity”

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

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

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

“Environmental Law”

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

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

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

storage, disposal, transport or handling of Hazardous Materials.

“ERISA Affiliate”

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

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

“ERISA”

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

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“First Merger Sub

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

“Governmental Authority”

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

federal, state, provincial, 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, 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.

“ICA” means

the Investment Canada Act.

“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 provisionals, nonprovisionals, substitutions,

divisionals, continuations, continuations-in-part, reissues, extensions, supplementary protection certificates, reexaminations, term extensions,

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) copyrights, including registrations and applications for registration thereof, (d) software, including all source

code, object code and related documentation, (e) formulae, customer lists, trade secrets, know-how, confidential information and other

proprietary rights and intellectual property, whether patentable or not, 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.

“ITA” means

the Income Tax Act (Canada), and the regulations promulgated thereunder.

“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, provincial, 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.

“MI 61-101”

means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Minimum Concurrent

Investment Amount” means $150,000,000.

“Multiemployer Plan”

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

“Multiple Employer

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

of ERISA.

“Multiple Employer

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

ERISA.

“Nasdaq Reverse Split”

means a reverse stock split of all outstanding Parent Common Shares effected by Parent for the purpose of maintaining compliance with

Nasdaq listing standards.

“Nasdaq”

means The Nasdaq Capital Market.

“Order”

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

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

or Governmental Authority.

“Ordinary Course

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

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

stage of development.

“Organizational Documents”

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

or limited partnership or limited liability company, and any joint venture, limited liability company, operating or partnership agreement

and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all articles,

notice of articles, bylaws, regulations and similar documents or agreements relating to the organization or governance of such Person,

in each case, as amended or supplemented.

“Out of the Money

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

“Parent Associate”

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

“Parent Balance Sheet”

means the audited consolidated balance sheets of Parent as of June 30, 2025, included in Parent’s Report on Form 10-K for the year

ended June 30, 2025, as filed with the SEC and with the Canadian Securities Regulators on SEDAR+.

“Parent Board”

means the board of directors of Parent.

“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 Parent Common Share 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 Shares”

means the common shares in the capital of Parent, no par value per share.

“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 Convertible

Preferred Shares” means the series of Parent’s non-voting convertible preferred shares, no par value per share, with the

rights, preferences, powers and privileges specified in Exhibit E.

“Parent Employee

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

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

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

but excluding any Employee Plan in which the Parent or any of its Subsidiaries participates that is sponsored by any professional employer

organization.

“Parent Fundamental

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

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

“Parent IP Rights

Agreement” means any Contract governing, related or pertaining to any Parent IP Rights.

“Parent IP Rights”

means all Intellectual Property owned, licensed or controlled by Parent that is necessary for, or used or held for use in, the operation

of the business of Parent.

“Parent Key Employee”

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

officer of Parent.

“Parent Legacy Business”

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

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

“Parent Material

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

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

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

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

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

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

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

obligations hereunder or thereunder), (b) any change in the stock price or trading volume of Parent Common Shares (it being understood,

however, that any Effect causing or contributing to any change in stock price or trading volume of Parent Common Shares 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, or (f) general economic or political conditions or conditions generally

affecting the industries in which Parent or any of its Subsidiaries operates; 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 Shares 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 reasonably expected to provide

benefit to the Parent following the First Effective Time, minus (c) the sum of unpaid consolidated short-term and long-term

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) 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) 50% of the fees paid to the SEC in connection with filing the Registration Statement

and any amendments and supplements thereto, with the SEC; (iii) 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; (iv) 50% of any Antitrust Fees (if any), (v)

50% of any Nasdaq Fees; (vi) any CVR Fees, (vii) 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 (but excluding any Taxes included

in the Accrued Pre-Closing Tax Amount); (viii) the costs associated with obtaining the “D&O tail policy” pursuant to Section

6.7, and (ix) all costs and expenses associated with any dividend of any excess Parent Net Cash, in each case, to the extent unpaid

as of the First Effective Time, minus (e) all remaining rent payments and fees and expenses associated with terminating

the Parent Real Estate Leases, minus (f) the Accrued Pre-Closing Tax Amount, minus (g) all costs and expenses

relating to the winding down of Parent Legacy Business, including the sale, license or other disposition (including by way of dividend

or other distribution) of any or all of the Parent Legacy Business (including, for clarity, any change-in-control payments, Contract termination

or breakage costs or similar payment obligations that are due or payable to any Person to effect the winding down of Parent Legacy Business)

to the extent unpaid as of the Closing, including any costs incurred by the Company (including the Surviving Entity) following the Closing,

plus (h) $2,000,000, plus (i) $250,000 for each month, or portion thereof, after October 31, 2026 by which Closing is delayed

(except where such delay is caused by Parent’s material breach of any of its covenants or obligations contained in this Agreement),

which amount shall (x) begin accruing on November 1, 2026, and (y) not exceed $750,000 or, in the event the End Date is extended in accordance

with Section 10.1(b), $1,000,000; provided, however, that: if any portion of the fees and expenses described in subclauses (ii),

(iii), (iv), (v) and (vii) of clause (d) have been paid by Parent prior to the First Effective Time in an amount greater than Parent’s

share of such fees and expenses described in subclauses (ii), (iii), (iv), (v) and (vii), then (x) such portion in excess of Parent’s

share of such fees and expenses described in such subclauses shall not be deducted by reason of subclauses (ii), (iii), (iv), (v) and

(vii) of clause (d), and (y) such portion in excess of Parent’s share of such fees and expenses shall be added to the calculation

of Parent Net Cash. For avoidance of doubt, the calculation of Parent Net Cash may result in a number below $0.

“Parent Options”

means options or other rights to purchase Parent Common Shares, including those granted by Parent pursuant to the Parent Stock Option

Plan.

“Parent Public Disclosure

Record” means 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 and the Parent SEDAR+ Documents filed with the Canadian Securities Regulators

prior to the date hereof and publicly available on SEDAR+.

“Parent Preferred

Shares” means the Parent Shares designated as preferred shares, no par value per share, including the Parent Convertible Preferred

Shares.

“Parent Registered

IP” means all Parent IP Rights that are owned or exclusively licensed 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 SEDAR+ Documents”

means all forms, statements, certifications, reports and documents required to be filed or furnished by it with the Canadian Securities

Regulators pursuant to Canadian Securities Laws.

“Parent Shareholders”

means holders of the Parent Common Shares.

“Parent Shares”

means the Parent Common Shares and the Parent Preferred Shares.

“Parent Triggering

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

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).

“Party”

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

“Permitted Alternative

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

a Superior Offer.

“Permitted Encumbrance”

means (a) any statutory liens for current Taxes not yet due and payable or not yet delinquent 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, (b) minor non-monetary liens that have arisen in the Ordinary Course

of Business and that neither (in any case or in the aggregate): (i) result from a breach of Contract or violation of Law in any material

respect nor (ii) materially detract from the value of the assets subject thereto or materially impair the operations of the Company or

Parent, as applicable, (c) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements,

(d) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar

programs mandated by Law, (e) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor,

materials or supplies for amounts that are not yet due and payable and (f) liens arising under applicable securities Law.

“Person”

means any individual, Entity or Governmental Authority.

“Personal Information”

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

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

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

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

“Privacy Laws”

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

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

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

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

of competent jurisdiction such as the Personal Information Protection Act (British Columbia), 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.

“SEDAR+”

means the System for Electronic Document Analysis and Retrieval + available at www.sedarplus.ca and maintained on behalf of the Canadian

Securities Administrators.

“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 the Parent 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 for refund, estimate, schedule, notice, notification,

form, or election, and any amendment or supplement to any of the foregoing, filed or required to be filed with any Governmental Authority

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

(a) any U.S. federal, state, local, non-U.S. or other tax, including any 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, Canada pension plan premiums or contributions, employer health 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) and (b) any liability for

the payment of any amounts described in this definition as a result of transferor or successor liability, or as a result of the operation

of applicable Law.

“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

2018 Farm Bill

4.14(j)

AAA

‎2.8(f)

Accounting Firm

‎2.8(f)

Agreement

Preamble

Allocation Certificate

‎6.15

Antitrust Fees

6.4(b)

Assumed Option

‎6.5(a)

Assumed RSU Award

6.5(b)

Assumed Warrant

‎6.5(c)

Balance Sheet Date

‎3.7(a)

Beneficial Ownership Limitation

2.5(h)

Calculation Date

2.8(a)

Cannabinoid Laws

4.14(j)

Capitalization Date

‎4.6(a)

Certificate of Merger

‎2.3

Certifications

‎4.7(a)

Closing

‎2.3

Closing Date

‎2.3

Closing Distribution

‎2.9(a)

Commercial Products

4.14(j)

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 Permits

‎3.14(b)

Company Product Candidates

‎3.14(d)

Company Real Estate Leases

‎3.11

Company Regulatory Permits

‎3.14(d)

Company Required S-4 Information

‎6.1(d)

Company Stockholder Consent Review Period

6.2(b)

Company Stockholder Support Agreement

Recital

Company Stockholder Written Consents

‎6.2(a)

Company Termination Fee

‎10.3(b)

Company Valuation Calculation

‎2.8(b)

Company Valuation Delivery Date

‎2.8(b)

Company Valuation Determination Time

‎2.8(b)

Company Valuation Dispute Notice

‎2.8(c)

Company Valuation Response Date

‎2.8(c)

Company Valuation Schedule

‎2.8(b)

Company

Preamble

Costs

‎6.7(a)

CVR

2.9(a)

CVR Agreement

2.9(a)

CVR Fees

2.9(c)

D&O Indemnified Parties

‎6.7(a)

DEA

4.14(j)

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)

Financing End Date

10.1(m)

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)(iii)

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 Board Adverse Recommendation Change

‎6.3(c)

Parent Board Recommendation

‎6.3(b)

Parent Charter Amendment

2.4(b)(ii)

Parent Payment Shares

‎2.5(a)(ii)

Parent Disclosure Letter

Section 4

Parent Documents

6.16

Parent Intervening Event

‎6.3(c)

Parent Legacy Transaction

5.1(c)(i)

Parent Legacy Transaction Distribution

6.20

Parent Material Contract

‎4.13(a)

Parent Net Cash Calculation

‎2.8(a)

Parent Net Cash Schedule

‎2.8(a)

Parent Notice Period

‎6.3(c)

Parent Permits

‎4.14(b)

Parent Pre-Closing Distribution

5.1(c)(ii)

Parent Pre-Closing 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 Shareholder Matters

‎6.3(a)

Parent Shareholder Meeting

‎6.3(a)

Parent Shareholder Support Agreement

Recital

Parent Stock Option Plans

‎4.6(c)

PHSA

‎3.14(c)

Post-Closing Welfare Plan

‎6.6(b)

Pre-Closing Period

‎5.1(a)

Pre-Funded Warrants

2.5(a)(ii)

Privacy Policies

‎3.22

Proxy Statement

‎6.1(a)

Registration Statement

‎6.1(a)

Remaining Entitlement

2.5(a)(ii)

Required Company Stockholder Vote

‎3.4

Required Parent Shareholder Vote

‎4.4

Response Date

‎2.8(c)

Second Certificate of Merger

2.3

Second Effective Time

2.3

Second Merger

Recital

Securities

‎‎2.5(g)

Stockholder Notice

‎6.2(b)

Subscription Agreement

Recital

Surviving Entity

‎2.1

Tax Certificates

‎6.10(c)

Transaction Litigation

‎6.4(c)

Transferred Information

11.12

WARN Act

‎3.17(k)

1.2 Other Definitional

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

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

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

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

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

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

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

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

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation,” whether or not they are in fact followed by those words or words of like import. The word “or” is not

exclusive. “Writing,” “written” and comparable terms refer to printing, typing and other means of

reproducing words (including electronic media) in a visible form. References to any agreement or Contract (except for references to

any agreements or Contracts listed on the Parent Disclosure Letter or Company Disclosure Letter) are to that agreement or Contract

as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. The Exhibits to this

Agreement, the Parent Disclosure Letter and the Company Disclosure Letter are integral parts of the interpretation of this

Agreement, but only Exhibit D-1 (including Exhibit A to such Exhibit) and Exhibit D-2 are incorporated by reference and made a part

hereof for purposes of Section 251 of the DGCL. References to any Person include the successors and permitted assigns of that

Person. References to any statute are to that statute and to the rules and regulations promulgated thereunder, in each case as

amended, modified, re-enacted 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. 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.” Prior to the Closing Date, Parent shall (i) create the Parent Convertible

Preferred Shares and file the requisite notice of alteration with the British Columbia Registrar of Companies in respect thereof and

amend the articles of Parent to include the special rights or restrictions attached to the Parent Convertible Preferred Shares (the

“First Parent Charter Amendment”), (ii) in accordance with section 6.3, take all action necessary under

applicable Law (including Canadian Securities Laws) to call, give notice of and hold the Parent Shareholder Meeting to seek approval

of the Parent Shareholder Matters, and (iii) take all steps necessary to promptly obtain an authorization from the British Columbia

Registrar of Companies to continue Parent out of the Province of British Columbia to Nevada (which, for the avoidance of doubt,

shall be the jurisdiction that is specified in the Continuation Resolution) (the “Continuation Authorization”).

At the Closing, (i) the Parties shall cause the First Merger to be consummated by executing and filing with the Secretary of State

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

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

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

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

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

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

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

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

of Parent and the Company (the time as of which the Merger becomes effective being referred to as the “First Effective

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

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

consent of Parent and the Company (the time as of which the Second Merger becomes effective being referred to as the

“Second Effective Time”).

2.4 Organizational

Documents; Directors and Officers.

(a)

At the First Effective Time:

(i)

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

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

of incorporation;

(ii)

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

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

(iii)

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

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

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

(b)

At the Second Effective Time:

(i)

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

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

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

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

other changes as are directed by the Company;

(ii)

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

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

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

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

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

(iii)

The Organizational Documents of Parent shall be identical to the Organizational Documents of Parent immediately prior to the Second

Effective Time; provided, however, that immediately prior to the Second Effective Time, Parent shall (A) adopt a resolution

of the Parent Board in accordance with Parent’s Organizational Documents to (I) effect the Nasdaq Reverse Split, (II) change the

name of Parent to “Mentari Therapeutics, Inc.”, (III) appoint new directors of Parent in accordance with subclause (b)(iv)

below, and (IV) make such other changes as are mutually agreeable to Parent and the Company, (B) file a notice of alteration with the

British Columbia Registrar of Companies to change the name of Parent to “Mentari Therapeutics, Inc.,” and (C) take all necessary

steps (as may be requested by the Company) to complete the continuation of Parent from the Province of British Colombia to the Nevada

as specified in the Continuation Resolution ((A) - (C) collectively, the “Second Parent Charter Amendment” and together

with the First Parent Charter Amendment, the “Parent Charter Amendment”).

(iv)

The directors and officers of Parent, each to hold office in accordance with the Organizational Documents of Parent and applicable

Law and Nasdaq rules, shall be as set forth in Section ‎6.12; and

(v)

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

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

giving effect to the provisions of Section ‎6.12, or such other persons

as shall be designated by the Company prior to Closing.

2.5 Conversion of

Company, First Merger Sub and Second Merger Sub Equity Securities.

(a)

At the First Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subs, the Company

or any stockholder of the Company or Parent:

(i)

any shares of Company Capital Stock held as treasury stock immediately prior to the First Effective Time shall be canceled and

retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and

(ii)

subject to Section ‎2.5(c) and Section ‎2.5(a)(iii) below, 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 Parent Common Shares equal to the Exchange

Ratio (the “Parent Payment Shares”); provided, however, that, in the event the aggregate number of Parent Common Shares

issuable to any holder of Company Capital Stock at the Closing would result in the issuance of Parent Common Shares 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) Parent Common Shares up to such holder’s Beneficial Ownership Limitation,

and (y) in lieu of any Parent Common Shares in excess of the Beneficial Ownership Limitation (such excess shares, the “Remaining

Entitlement”), pre-funded warrants, substantially in the form attached hereto as Exhibit G (“Pre-Funded Warrants”),

to purchase a number of Parent Common Shares 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; and

(iii)

subject to Section ‎‎2.5(c) and notwithstanding Section ‎2.5(a)(ii)

above, each share of Company Series Seed Preferred Stock outstanding immediately prior to the First Effective Time (excluding shares of

Company Series Seed Preferred 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 Parent Convertible Preferred Shares equal to (x) the Exchange Ratio divided

by (y) 1,000 (such Parent Convertible Preferred Shares, together with the Parent Payment Shares and Pre-Funded Warrants described

in Section 2.5(a)(ii), the “Merger Consideration”).

(iv)

The Parent Common Shares and the Parent Convertible Preferred Shares issued as Merger Consideration shall continue to be subject

to restrictions on the subsequent sale, transfer or other disposition thereof imposed by any Canadian Securities Laws and other holds

and escrow requirements as may be imposed on certain holders thereof under other applicable Law, rules, regulations and stock exchange

requirements.

(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 Parent Shares 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 Parent Shares 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 Parent Shares 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 Parent Common Share

(on a per position basis) or a fraction of a Parent Convertible Preferred Share (on a person 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 Parent Common Share or one Parent Convertible Preferred Share if the aggregate

amount of fractional Parent Common Shares or Parent Convertible Preferred Shares such holder of Company Capital Stock would otherwise

be entitled to is equal to or exceeds 0.50; or (ii) no Parent Common Shares or Parent Convertible Preferred Shares if the aggregate amount

of fractional Parent Common Shares or Parent Convertible Preferred Shares 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 Parent Preferred Shares

that a holder of Company Preferred Stock would otherwise be entitled to receive shall be aggregated with all fractional Parent Preferred

Shares 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 Share.

(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 RSUs outstanding immediately prior to the First Effective Time shall

be treated in accordance with Section ‎6.5(b). All Company Warrants outstanding immediately prior to the First

Effective Time shall be treated in accordance with Section ‎6.5(c).

(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 Shares 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 Shares 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 Shares, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

(g)

At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the First Step Surviving

Corporation, Second Merger Sub or their respective stockholders, each share of the First Step Surviving Corporation issued and outstanding

immediately prior to the Second Effective Time shall be canceled and extinguished without any conversion thereof and no payment or distribution

shall be made with respect thereto.

(h)

For purposes of this Agreement, the “Beneficial Ownership Limitation” may be set at the discretion of each holder

of Company Capital Stock to a percentage designated by such Person to the Company between 0% and 19.99% of the number of shares of the

Parent Common Shares 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 Parent Shares 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 Parent Shares. 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 Parent Shares)

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 Parent Shares 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 Parent Shares, 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 Shares issued in exchange therefor as Parent may reasonably

request.

(c)

No dividends or other distributions declared or made with respect to Parent Shares 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 Parent Shares 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 Parent Shares 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 Shares and any dividends or distributions with respect

to Parent Shares.

(e)

No Person shall be liable to any holder of any Company Capital Stock or to any other Person with respect to any Parent Shares (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 ten (10) Business Days before the date of the Parent Shareholder Meeting set forth in the Proxy Statement (the “Calculation

Date”), Parent will deliver to the Company a schedule (the “Parent Net Cash Schedule”) setting forth, in

reasonable detail, Parent’s good faith, estimated calculation of the components of Parent Net Cash (the “Parent Net Cash

Calculation,” and the date of delivery of such schedule being the “Parent Net Cash Schedule Delivery Date”)

as of 11:59 p.m. on the Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared

and certified, via certificate in the form reasonably acceptable to the Company, by Parent’s chief financial officer (or if there

is no chief financial officer at such time, the principal financial and accounting officer for Parent). Parent shall make available to

the Company (electronically to the greatest extent possible) as reasonably requested by the Company, the work papers and back-up materials

used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, Parent’s internal finance

personnel and its accountants and counsel during Parent’s normal business hours and upon reasonably advanced written notice. The

Parent Net Cash Calculation shall include Parent’s determination, as of the Cash Determination Time, of the defined terms in Section

1.1(b) necessary to calculate the Exchange Ratio. During the period beginning on the Parent Net Cash Schedule Delivery Date and ending

on the Calculation Date, the Company shall have an opportunity to review the Parent Net Cash Schedule and Parent shall reasonably cooperate

with the Company in good faith to respond to any questions regarding the Parent Net Cash Schedule raised by the Company; provided that

this shall in no way limit or otherwise affect the Company’s remedies under this Agreement or otherwise, or constitute an acknowledgement

by the Company of the accuracy of the amounts reflected therein. Notwithstanding anything else in this Agreement, the Company may require

Parent to deliver a new Parent Net Cash Schedule if the Closing Date is more than twenty (20) days after the Calculation Date, which date

of delivery shall be deemed the “Calculation Date” hereunder.

(b)

No later than the Calculation Date, the Company will deliver to Parent a schedule (the “Company Valuation Schedule”)

setting forth, in reasonable detail, the Company’s good faith, estimated calculations of the components of the Company Valuation

(the “Company Valuation Calculation,” and the date of delivery of such schedule being the “Company Valuation

Delivery Date”) as of 11:59 p.m. on the last Business Day prior to the Anticipated Closing Date (the “Company Valuation

Determination Time”) prepared and certified, via certificate in the form reasonably acceptable to Parent, by the Company’s

chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for the

Company). The Company shall make available to Parent (electronically to the greatest extent possible) as reasonably requested by Parent,

the work papers and back-up materials used or useful in preparing the Company Valuation Schedule and, if reasonably requested by Parent,

the Company’s internal finance personnel and its accountants and counsel during the Company’s normal business hours and upon

reasonably advanced written notice. During the period after the delivery of the Company Valuation Schedule and prior to the Closing, Parent

shall have an opportunity to review the Company Valuation Schedule and the Company shall reasonably cooperate with Parent in good faith

to respond to any questions regarding the Company Valuation Schedule raised by Parent; provided, that this shall in no way limit or otherwise

affect the Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement by Parent of the accuracy of the

amounts reflected therein.

(c)

No later than five (5) 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 pursuant or the components of Company Valuation as of the Company Valuation Determination Time, in each case pursuant

to Section ‎2.8(g) within three days after delivery of the Dispute Notice or the Company Valuation Dispute Notice,

as applicable (or such other period as Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation

of Parent Net Cash or Company Valuation shall be referred to an independent auditor of recognized national standing jointly selected by

Parent and the Company. If the parties are unable to select an independent auditor within five (5) days, then either Parent or the Company

may thereafter request that either the Boston, Massachusetts Office of the American Arbitration Association or the New York, New York

Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly

selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Parent and the Company

shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Parent Net Cash Schedule and

the Dispute Notice and the Company Valuation Schedule and the Company Valuation Dispute Notice, and Parent and the Company shall use commercially

reasonable efforts to cause the Accounting Firm to make its determination within five (5) Business Days of accepting its selection. Parent

and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and

to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence

of a Representative of each of Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements

submitted to the Accounting Firm. The determination of the amount of Parent Net Cash or the components of the Company Valuation made by

the Accounting Firm shall be made in writing delivered to each of Parent and the Company, shall be final and binding on Parent and the

Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the

Parent Net Cash at the Cash Determination Time or the components of the Company Valuation at the Company Valuation Determination Time

for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(h).

The fees and expenses of the Accounting Firm shall be allocated between Parent and the Company in the same proportion that the disputed

amount of the Parent Net Cash or the Company Valuation that was unsuccessfully disputed by such Party (as finally determined by the Accounting

Firm) bears to the total disputed amount of the Parent Net Cash amount or the components of the Company Valuation. If this Section

2.8(h) applies as to the determination of the Parent Net Cash at the Cash Determination Time or to the determination of the components

of the Company Valuation at the Company Valuation Determination Time, as applicable, upon resolution of the matter in accordance with

this Section 2.8(h), the Parties shall not be required to determine Parent Net Cash or the Company Valuation again even though

the Closing may occur later than the Anticipated Closing Date, except that either Parent and 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 Shares of record as of immediately prior to the First Effective Time of the right to receive one contingent value right

(each, a “CVR”) for each outstanding Parent Common Share held by such Parent Shareholder 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 substantially the form attached

hereto as Exhibit F (the “CVR Agreement”). The record date for the Closing Distribution shall be the close of business

on the third Business Day prior to the date on which the First Effective Time occurs and the payment date for which shall be the Business

Days prior to the First Effective Time; provided that the payment of such distribution may be conditioned upon the occurrence of the First

Effective Time.

(b)

Parent and the Exchange Agent shall, at or prior to the First Effective Time, duly authorize, execute and deliver the CVR Agreement,

subject to any reasonable revisions to the CVR Agreement that are requested by such Exchange Agent and are reasonably acceptable to the

Company and Parent, each acting reasonably.

(c)

Parent shall pay all costs and fees associated with any action contemplated by this Section 2.9 (the “CVR Fees”).

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, (i)

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, (ii) to

the extent Parent has redomiciled to the Cayman Islands (instead of Nevada) prior to the Closing Date, as a result of the Merger,

Parent shall become a “surrogate foreign corporation” within the meaning of Section 7874 of the Code and a

“domestic corporation” pursuant to Section 7874(b) of the Code, and (iii) Section 367 of the Code shall not apply to the

Merger (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, the Surviving Entity and any other applicable withholding agent shall be entitled to deduct and

withhold from any consideration deliverable pursuant to this Agreement to any Person such Taxes 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 (i) promptly notify such Persons of any

intention to withhold any portion of such consideration and (ii) 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, such amounts

shall be remitted to the appropriate Governmental Authority, and 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, Parent

or other applicable employer.

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)

The Company has no Subsidiaries and has never had any Subsidiaries and the Company does not own any capital stock or membership

interests of, or any equity, ownership or profit sharing interest of any nature in, or control, directly or indirectly, any other Entity.

The Company is not and has never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint

venture or similar business entity. The Company has not agreed and is not obligated to make, nor is the Company bound by any Contract

under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not,

at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership,

limited partnership or other Entity.

3.2 Organizational

Documents. The Company has delivered to Parent accurate and complete copies of the Organizational Documents of the Company. The

Company is not in breach or violation of its Organizational Documents in any material respect.

3.3 Authority; Binding

Nature of Agreement. The Company has all necessary corporate power and authority to enter into and to perform its obligations

under this Agreement and to consummate the Contemplated Transactions, subject to obtaining the Required Company Stockholder Vote (as

defined below). The Company Board has (a) determined that the Contemplated Transactions are fair to, advisable and in the best

interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the Contemplated Transactions

and (c) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of

the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed

and delivered by the Company and assuming the due authorization, execution and delivery by Parent, First Merger Sub and Second

Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with

its terms, subject to the Enforceability Exceptions.

3.4 Vote Required.

The affirmative vote (or written consent) of the holders of (a) a majority of the shares of Company Capital Stock outstanding

on the record date, voting as a single class on an as-converted basis, and (b) the holders of a majority of the shares of

Company Preferred Stock outstanding on the record date and entitled to vote thereon, voting as a separate class, is the only vote of

the holders of any class or series of Company Capital Stock necessary to adopt and approve this Agreement and approve the

Contemplated Transactions (collectively, the “Required Company Stockholder Vote”).

3.5 Non-Contravention;

Consents.

(a)

Assuming the accuracy of representations set forth in Section 4.5 hereof, except (i) as set forth in Section 3.5(a)

of the Company Disclosure Letter, (ii) the Required Company Stockholder Vote, (iii) compliance with any applicable requirements of the

HSR Act, the Competition Act or the ICA (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, the Competition

Act or the ICA (if applicable) and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings

as may be required under applicable federal and state securities laws, and (iv) as set forth in Section 3.5(b) of the Company Disclosure

Letter, the Company was not, is not, nor will be required to make any filing with or give any notice to, or to obtain any Consent from,

any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated

Transactions.

(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) 81,000,000 shares of Company Common Stock of which 5,305,556 shares

have been issued and are outstanding as of the date hereof, and (ii) 60,078,669 shares of Company Preferred Stock of which 20,000,000

are designated as Series Seed Preferred Stock and 40,078,699 are designated as Series A Preferred Stock. 20,000,000 shares of Series Seed

Preferred Stock and 40,078,699 shares of Series A Preferred Stock have been issued and are outstanding as of the date hereof. The Company

does not hold any shares of its capital stock in its treasury. As of the date of this Agreement, the Company Capital Stock is held by

the Persons and in the amounts set forth in Section ‎

3.6(a) of the Company Disclosure Letter, which further sets forth for each such Person (i) the name of such Person and the number

of shares held, (ii) the class and series of such shares, (iii) the number of the applicable book-entry positions representing

such shares or the number of the certificate representing such shares, and (iv) whether such Person is or has ever been an employee.

Each share of Company Preferred Stock is convertible into one share of Company Common Stock. There are no declared or accrued but unpaid

dividends with respect to any shares of the Company Capital Stock and the Company has never declared or paid any dividend or other distribution.

(b)

All of the outstanding Company Capital Stock as set out in Section ‎3.6(a) of the Company Disclosure Letter

have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances other than Encumbrances

set forth in the Organizational Documents, arising under applicable securities Laws or Encumbrances created by Parent. None of the outstanding

Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right

and none of the outstanding Company Capital Stock is subject to any right of first refusal in favor of the Company. Except as contemplated

herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging

or otherwise disposing of (or granting any option or similar right with respect to), any Company Capital Stock. The Company is not under

any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire

any outstanding Company Capital Stock or other securities. Section ‎3.6(b) of the Company Disclosure Letter accurately

and completely describes all repurchase rights held by the Company with respect to Company Capital Stock (including shares issued pursuant

to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

(c)

The Company has reserved 505,556 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, 11,773,692 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. The Company has made available to Parent accurate and complete copies of equity incentive plans pursuant

to which the Company has equity-based awards, the forms of all award agreements evidencing such equity-based awards and evidence of board

and stockholder approval of the Company Stock Plans and any amendments thereto.

(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)

The Company has delivered to Parent accurate and complete copies of its draft unaudited financial statements for the period ended

December 31, 2025 (the “Balance Sheet Date”) (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, between the date of its incorporation

to and the date of this Agreement, 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 date of its incorporation, 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 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.

(b) Section ‎3.12(b)

of the Company Disclosure Letter accurately identifies (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 nonexclusive, internal use software license and other Intellectual Property associated with such software and (2) is

not incorporated into, or material to the development, manufacturing or distribution of, any of the Company’s products or

services, (B) any Intellectual Property licensed on a nonexclusive 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 nonexclusive.

of the Company Disclosure Letter accurately identifies each Company Contract pursuant to which any Person has been granted any

license or covenant not to sue under, or otherwise has received or acquired any right (whether or not currently exercisable) or

interest in, any Company IP Rights (other than (i) any confidential information provided under confidentiality agreements and (ii)

any Company IP Rights nonexclusively 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)

The Company exclusively owns all right, title and interest to and in Company IP Rights (other than (i) Company IP Rights licensed

to the Company, or co-owned rights each as identified in Section ‎3.12(e) of the Company Disclosure Letter, (ii)

any non-customized software that (A) is licensed to the Company solely in executable or object code form pursuant to a nonexclusive, internal

use software license and other Intellectual Property associated with such software and (B) is not incorporated into, or material to the

development, manufacturing or distribution of, any of the Company’s products or services and (iii) any Intellectual Property licensed

on a nonexclusive basis ancillary to the purchase or use of equipment, reagents or other materials), in each case, free and clear of any

Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing:

(i)

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)

Each Person who is or was an employee or contractor of the Company and who is or was involved in the creation or development of

any Intellectual Property for the Company has signed a valid, enforceable agreement containing a present assignment of such Intellectual

Property to the Company and confidentiality provisions protecting trade secrets and confidential information of the Company.

(iii)

To the Knowledge of the Company, no current or former stockholder, officer, director or employee of the Company has any claim,

right (whether currently exercisable, or exercisable in the future) or interest to or in any Company IP Rights purported to be owned by

the Company. To the Knowledge of the Company, no employee of the Company is (A) bound by or otherwise subject to any Contract restricting

him or her from performing his or her duties for the Company or (B) in breach of any Contract with any former employer or other Person

concerning Company IP Rights purported to be owned by the Company or confidentiality provisions protecting trade secrets and confidential

information comprising Company IP Rights purported to be owned by the Company.

(iv)

No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational

institution were used, directly or indirectly, to develop or create, in whole or in part, any Company IP Rights in which the Company has

an ownership interest, except for any such funding or use of facilities or personnel that does not result in such Governmental Authority

or institution owning such Company IP Rights or the right to receive royalties or other remuneration for the practice of such Company

IP Rights as of the date of this Agreement.

(v)

The Company has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary

information that the Company holds, or purports to hold, as confidential or a trade secret.

(vi)

The Company has not assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any

Company IP Rights to any other Person.

(f)

The Company has delivered or made available to Parent, a complete and accurate copy of all Company IP Rights Agreements. With respect

to each of the Company IP Rights Agreements: (i) each such agreement is valid and binding on the Company and in full force and effect,

(ii) the Company has not received any written notice of termination or cancellation under such agreement, or received any written notice

of breach or default under such agreement, which breach has not been cured or waived and (iii) the Company, and to the Knowledge of the

Company, no other party to any such agreement, is not in breach or default thereof in any material respect.

(g)

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 does not violate any license or agreement between the Company and any other third party, and,

to the Knowledge of the Company, does not infringe or misappropriate any valid and issued Patent right or other Intellectual Property

of any other Person, which infringement or misappropriation would reasonably be expected to have a Company Material Adverse Effect. To

the Knowledge of the Company, no third party is infringing upon any Patents owned by Company within the Company IP Rights, or otherwise

violating any Company IP Rights Agreement.

(h)

As of the date of this Agreement, Company is not a party to any 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)

The Company is not party to any Contract that, as a result of such execution, delivery and performance of this Agreement, will

cause the grant of any license or other right to any Company IP Rights, result in breach of, default under or termination of such Contract

with respect to any Company IP Rights, or impair the right of the Company or the Surviving Entity and its Subsidiaries to use, sell or

license or enforce any Company IP Rights or portion thereof, except for the occurrence of any such grant or impairment that would not

individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

3.13 Agreements,

Contracts and Commitments.

(a) Section

3.13(a) of the Company Disclosure Letter lists the following Company Contracts in effect as of the date of this Agreement other

than the Subscription Agreement (each, a “Company Material Contract” and collectively, the “Company

Material Contracts”):

(i)

each Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(ii)

each Company Contract containing (A) any covenant limiting the freedom of the Company or the Surviving Entity to engage in any

line of business or compete with any Person, or limiting the development, manufacture or distribution of the Company’s products

or services (B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision;

(iii)

each Company Contract (A) pursuant to which any Person granted the Company an exclusive license under any Intellectual Property,

or (B) pursuant to which the Company granted any Person an exclusive license under any Company IP Rights;

(iv)

each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $250,000

pursuant to its express terms and not cancelable without penalty;

(v)

each Company Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or

of a product;

(vi)

each Company Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in

each case, involving payments in excess of $250,000 after the date of this Agreement;

(vii)

each Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements

or instruments relating to the borrowing of money or extension of credit in excess of $250,000 or creating any material Encumbrances with

respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company;

(viii)

each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to

its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions), (B) any agreement

involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company, (C) any

dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which

the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the

Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or

(D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright registration to or

from any third party to manufacture or produce any product, service or technology of the Company or any Contract to sell, distribute or

commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the Ordinary Course of

Business;

(ix)

each Company Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing

advisory services to the Company in connection with the Contemplated Transactions and requiring payments by Company after the date in

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. Other than the Subscription Agreement or as contemplated thereby,

except as set forth in Section 3.13(c) of the Company Disclosure Letter, there are no other Contracts, including side letters, entered

into by the Company in connection with the Company Pre-Closing Financing.

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, distribution and importation or exportation of drug or medical device products (“Drug/Device

Regulatory Agency”), the Company holds all required Governmental Authorizations that are material to 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, if any, 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 administered 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, as applicable, the development, testing, manufacturing, processing, storage,

labeling, sale, marketing, advertising, 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 adverse 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 requested by Parent in the Company’s possession or control

relating to material Company Product Candidates and the development, testing, manufacturing, processing, storage, labeling, sale, marketing,

advertising, 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): (i) adverse event reports; preclinical, clinical and other study reports and material

study data; (ii) inspection reports, notices of adverse findings, untitled letters, warning 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 (iii) 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 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 has 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 in which the Company or its current products or product candidates, including the Company Product Candidates,

have participated. 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 is 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 its 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 has not, and to the Knowledge of the Company, no contract manufacturer,

nor their respective officers, 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 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 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 the Company, no material debarment or exclusionary claims, actions, proceedings

or investigations in respect of their business or products are pending or threatened against the Company, 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 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 indicates 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 of 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 non-U.S. law), as a transferee or successor, or by Contract (other than an Ordinary Course

Agreement).

(i)

The Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that

was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code.

(j)

The Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations

Sections 1.6011-4(b)(2) or 301.6111-2(b)(2).

(k)

The Company is not aware of any facts or circumstances and has not taken or agreed to take any action, in each case, that would

reasonably be expected to prevent or impede the Intended Tax Treatment.

3.17 Employee and Labor

Matters; Benefit Plans.

(a)

The Company has made available to Parent a list (on an anonymized basis) 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

(on an anonymized basis) setting forth, for each Company Associate who is an individual independent contractor engaged by the Company,

such contractor’s rate of compensation.

(b)

The employment of the Company’s employees is terminable by the Company at will. 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 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

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 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. The Company does not sponsor or

maintain any self-funded medical or long-term disability benefit plan.

(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, will be subject to the penalties of Section 409A(a)(1) of the Code.

(k)

The Company is, and has been, in material compliance with all applicable federal, state and local laws, rules and regulations respecting

employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination,

retaliation and harassment, equal employment, fair employment practices, meal and rest periods, immigration status, employee and workplace

safety and health, wages (including overtime wages), compensation, hours of work, “plant closings” and “mass layoffs”

within the meaning of the Worker Adjustment and Retraining Act of 1988 or similar state or local law (the “WARN Act”),

labor practices or disputes, restrictive covenants, employment agreements, workers’ compensation and long-term disability policies,

leaves of absence and worker privacy (collectively, “Employment-Related Laws”), and in each case, with respect to employees

of the Company: (i) has withheld and reported all material amounts required by law or by agreement to be withheld and reported with

respect to wages, salaries and other payments to employees, (ii) is not liable for any material amounts of arrears of wages, severance

pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii) is not liable for any material payment

to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation

benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course

of Business). There are no material Legal Proceedings, claims, labor disputes or organizing activities, or grievances pending or, to the

Knowledge of the Company, threatened or reasonably anticipated against or involving the Company or any trustee of the Company relating

to any employee, contingent worker, director, employment agreement or Employee Plan (other than routine claims for benefits) or Employment-Related

Laws. To the Knowledge of the Company, there are no material pending or threatened or reasonably anticipated claims or actions against

the Company or any trustee under any workers’ compensation policy or long-term disability policy. The Company is not a party to

a conciliation agreement, consent decree or other agreement or Order with any federal, state or local agency or Governmental Authority

with respect to employment practices.

(l)

The Company has no material liability with respect to any misclassification, since its incorporation, of: (i) any Person as an

independent contractor rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly

classified as exempt from overtime wages. The Company has not taken any action which would constitute a “plant closing” or

“mass layoff” within the meaning of the WARN Act, issued any notification of a plant closing or mass layoff required by the

WARN Act (nor has the Company been under any requirement or obligation to issue any such notification), or incurred any liability or obligation

under the WARN Act that remains unsatisfied.

(m)

To the Company’s Knowledge, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage,

lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, by or with respect

to any Company Associates. No event has occurred within the past six months, and no condition or circumstance exists, that, to the Company’s

Knowledge, might directly or indirectly be likely to give rise to or provide a basis for the commencement of any such strike, slowdown,

work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute.

(n)

The Company is not, nor has the Company been, engaged in any material unfair labor practice within the meaning of the National

Labor Relations Act. There is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of the Company,

threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence,

plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment

statute or regulation, safety or discrimination matter involving any current or former employee of the Company including charges of unfair

labor practices or discrimination complaints.

(o)

There is no contract, agreement, plan or arrangement to which the Company is a party or by which it is bound to compensate any

of its employees or other service providers for any income or excise taxes paid pursuant to Section 4999 or Section 409A of the Code.

(p)

The Company is not a party to any Contract that as a result of the execution and delivery of this Agreement, the stockholder approval

of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in conjunction with any other

event) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment or

benefit to any employee, officer, director or other service provider of the Company.

3.18 Environmental

Matters. The Company has complied with all applicable Environmental Laws, which compliance includes the possession by the

Company of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance with the

terms and conditions thereof, except for any failure to be in compliance that, individually or in the aggregate, would not result in

a Company Material Adverse Effect. The Company has not received any written notice or other communication (in writing or otherwise),

whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company is not in compliance

with any Environmental Law and, to the Knowledge of the Company, there are no circumstances that may prevent or interfere with the

Company’s compliance with any Environmental Law in the future, except where such failure to comply would not reasonably be

expected to have a Company Material Adverse Effect. To the Knowledge of the Company: (i) no current or prior owner of any property

leased or controlled by the Company has received any written notice or other communication relating to property owned or leased at

any time by the Company, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such

current or prior owner or the Company is not in compliance with or violated any Environmental Law relating to such property and (ii)

the Company has no material liability under any Environmental Law. The Company has made available all environmental site

assessments, environmental audits and other material environmental documents in the Company’s possession or control relating

to the Company, including the Company’s business and current or former facilities.

3.19 Insurance. The

Company has delivered to Parent accurate and complete copies of all material insurance policies and all material self-insurance

programs and arrangements relating to the business, assets, liabilities and operations of the Company. Each of such insurance

policies is in full force and effect and the Company is in compliance in all material respects with the terms thereof. Other than

customary end of policy notifications from insurance carriers, the Company has not received any notice or other communication

regarding any actual or possible: (i) cancellation or invalidation of any insurance policy or (ii) refusal or denial of any

coverage, reservation of rights or rejection of any material claim under any insurance policy. The Company has provided timely

written notice to the appropriate insurance carrier(s) of each Legal Proceeding pending against the Company, and no such carrier has

issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or informed the Company of its

intent to do so.

3.20 No Financial

Advisors. Except as set forth on Section ‎3.20 of the Company Disclosure Letter, no broker, finder or

investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or

commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company.

3.21 Transactions with

Affiliates. Section ‎3.21 of the Company Disclosure Letter describes any material transactions or

relationships between, on one hand, the Company and, on the other hand, any (a) executive officer or director of the Company or

any of such executive officer’s or director’s immediate family members, (b) owner of more than 5% of the voting

power of the outstanding Company Capital Stock or (c) to the Knowledge of the Company, any “related person” (within

the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the

Company) in the case of each of (a), (b) or (c) that is of the type that would be required to be disclosed under

Item 404 of Regulation S-K under the Securities Act.

3.22 Privacy and Data

Security. The Company is and has at all times been in compliance with all applicable Privacy Laws and the applicable terms of

any Company Contracts governing privacy, data protection, data security, trans-border data flow, data loss, data theft, or breach

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

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

Information (including any such information of individuals, clinical trial participants, patients, patient family members,

caregivers or advocates, physicians and other health care professionals, clinical trial investigators, researchers, pharmacists that

interact with the Company in connection with the operation of the Company’s business), except, in each case, for such

noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect. To the Knowledge of the Company, the Company (a) has implemented and maintains reasonable written policies and

procedures that materially comply with applicable Privacy Laws and are designed to protect the privacy and security of Personal

Information (the “Privacy Policies”) and (b) has complied with such Privacy Policies, except for such

noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect. To the Knowledge of the Company, no Legal Proceeding has been asserted or threatened against the Company by any

Person alleging a violation of Privacy Laws, Privacy Policies, or the applicable terms of any Company Contracts governing privacy,

data protection, data security, trans-border data flow, data loss, data theft, or breach notification, data localization, sending

solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, or the collection, handling, use,

maintenance, storage, disclosure, transfer, or other processing of, Personal Information. To the Knowledge of the Company, there

have been no data security incidents or data breaches or other adverse events or incidents that have resulted in any unauthorized

access, use, disclosure, modification or destruction of, Personal Information or other data in the possession or control of the

Company or any service provider acting on behalf of the Company, in each case, where such incident, breach or event resulted in a

notification obligation to any Person under applicable Law or pursuant to the terms of any Company Contract. To the Knowledge of the

Company, the Company is not a “covered entity” or a “business associate” as those terms are defined under

the Health Insurance Portability and Accountability Act, as amended.

3.23 Trade Control

Laws. Since the Company’s incorporation, the Company have been in material compliance with all applicable anti-corruption,

import, export control, and economic and trade sanctions laws, regulations, statutes, and orders, including the U.S. Foreign Corrupt

Practices Act of 1977, as amended, the Export Administration Regulations, the International Traffic in Arms Regulations, and the

regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (the “Trade

Laws”) and have obtained, or are otherwise qualified to rely upon, all material import and export licenses, consents,

notices, waivers, approvals, orders, authorizations, registrations, declarations or other authorizations from, and made any filings

with, any Governmental Authority required for (a) the import, export, and reexport of products, services, software and technologies

and (b) releases of technologies and software to foreign nationals (the “Trade Approvals”). There are no pending

or threatened claims against the Company, nor any actions, conditions, facts, or circumstances that would reasonably be expected to

give rise to any material future claims with respect to the Trade Laws or Trade Approvals.

3.24 Ownership of

Parent Shares. None of the Company, their directors or, to the Knowledge of the Company, any of its officers, Affiliates, or

employees of the Company or any of its controlled Affiliates (a) has owned any Parent Shares; 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 Public Disclosure Record (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 Public Disclosure Record shall be deemed to be disclosed in a section of the Parent Disclosure

Letter only to the extent that is readily apparent from a reading of the Parent Public Disclosure Record that is applicable to such section

or subsection of the Parent Disclosure Letter, Parent, First Merger Sub and Second Merger Sub represent and warrant to the Company as

follows:

4.1 Due Organization;

Subsidiaries.

(a)

Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province of British Columbia,

Canada 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.

(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 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 Parent

Shareholder Vote. The Parent Board has or will on or prior to Closing: (a) determined that the Contemplated Transactions are fair

to, advisable and in the best interests of Parent and Parent Shareholders, (b) adopted, approved and declared advisable this

Agreement and the Contemplated Transactions, including the issuance of Parent Shares, Parent Convertible Preferred Shares and

Pre-Funded Warrants 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 Parent Shareholders vote to approve the Contemplated

Transactions, (d) taken such steps as are necessary to validly create the Parent Convertible Preferred Shares, and (e) if deemed

necessary by Parent and the Company, to (i) change the name of Parent to “Mentari Therapeutics, Inc.”, (ii) effect the

Nasdaq Reverse Split and (iii) make such other changes to the Organizational Documents as are mutually agreeable to Parent and the

Company pursuant to the terms of this Agreement. The First Merger Sub Board (by unanimous written consent) has: (x) determined

that the Contemplated Transactions are fair to, advisable and in the best interests of First Merger Sub and its sole stockholder,

(y) deemed advisable and approved this Agreement and the Contemplated Transactions and (z) determined to recommend, upon the

terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this

Agreement and thereby approve the Contemplated Transactions. The sole member of Second Merger Sub has: (A) determined that the

Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and the sole member; and (B) deemed

advisable and approved this Agreement and the Contemplated Transactions. This Agreement has been duly executed and delivered by

Parent and Merger Subs and, assuming the due authorization, execution and delivery by the Company and the accuracy of the

representations set forth in Section 3.24, constitutes the legal, valid and binding obligation of Parent and Merger Subs,

enforceable against each of Parent and Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.

4.4 Vote Required.

The following affirmative votes passed at the Parent Shareholder Meeting are the only votes of the holders of any class or series of

Parent’s securities necessary to approve this Agreement and the Contemplated Transactions (which votes, for certainty, exclude

the votes necessary to approve any Parent Legacy Transaction or Parent Legacy Transaction Distribution or the transactions

contemplated by the CVR Agreement or the change of name of Parent to “Mentari Therapeutics, Inc.”):

(a)

a special majority (two-thirds) of the Parent Common Shares (and, if required, minority approval pursuant to MI 61-101) voted at

the meeting to approve the issuance of Parent Common Shares that represent (or are convertible into) more than twenty percent (20%) of

the Parent Common Shares 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

articles of the Parent, applicable Law and the Nasdaq rules (collectively, the “Transaction Resolutions”), and

(b)

a special majority (two-thirds) of the Parent Common Shares voted at the meeting to approve the continuation of Parent from the

Province of British Columbia to Nevada (the “Continuation Resolution” and together with the Transaction Resolutions,

the “Required Parent Shareholder Vote”).

4.5 Non-Contravention;

Consents.

(a)

Subject to obtaining the Required Parent Shareholder Vote, compliance with any applicable requirements of the HSR Act, the Competition

Act or the ICA (if applicable) and the filing of the Certificate of Merger required by the DGCL or DLLCA, and assuming the accuracy of

the representations set forth in Section 3.5 hereof, neither (x) the execution, delivery or performance of this Agreement by Parent

or Merger Subs, nor (y) the consummation of the Contemplated Transactions, would directly or indirectly (with or without notice or lapse

of time):

(i)

contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of Parent or its Subsidiaries;

(ii)

contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to

challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Parent or

its Subsidiaries or any of the assets owned or used by Parent or its Subsidiaries, is subject;

(iii)

contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority

the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent or its Subsidiaries

or that otherwise relates to the business of Parent, or any of the assets owned, leased or used by Parent;

(iv)

contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material

Contract, or give any Person the right to: (A) declare a default or exercise any remedy under any Parent Material Contract, (B) any material

payment, rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract, (C) accelerate the maturity

or performance of any Parent Material Contract or (D) cancel, terminate or modify any term of any Parent Material Contract, except in

the case of any nonmaterial breach, default, penalty or modification; or

(v)

result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or its Subsidiaries

(except for Permitted Encumbrances).

(b)

Except for (i) any Consent set forth on Section 4.5(a) of the Parent Disclosure Letter under any Parent Contract, (ii) the

Required Parent Shareholder 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, the Competition Act or the ICA (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 capital of Parent consists of unlimited number of Parent Common Shares, no par value per share, of which 3,314,063

shares have been issued and are outstanding as of May 15, 2026 (the “Capitalization Date”) and an unlimited number

of Parent Preferred Shares, no par value per share, of which nil have been issued and are outstanding as of the Capitalization Date.

(b)

All of the outstanding Parent Common Shares 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

(including Canadian Securities Laws). None of the outstanding Parent Common Shares is entitled or subject to any preemptive right, right

of participation, right of maintenance or any similar right and none of the outstanding Parent Common Shares 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 Parent Common Shares. 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 Parent Common Shares or other securities.

(c)

Except for the Amended 2017 Stock Option Plan (as may be amended from time to time, the “Parent Stock Option Plan”)

and , except as set forth on Section 4.6(c) of the Parent Disclosure Letter, Parent does not have any stock option plan or any

other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Up to 20% of the outstanding

Parent Shares are reserved on a rolling basis for issuance pursuant to the Parent Stock Option Plan, and as of the Capitalization Date

186,089 Parent Options were issued and outstanding, and 216,590 shares remain available for future issuance. Section 4.6(c) of

the Parent Disclosure Letter sets forth the following information with respect to each Parent Option outstanding as of the Capitalization

Date, as applicable: (i) the name of the holder, (ii) the number of Parent Common Shares subject to such Parent Option as of the Capitalization

Date, (iii) the exercise price of such Parent Option, (iv) the date on which such Parent Option was granted, (v) the applicable vesting

schedule, including any acceleration provisions, (vi) the date on which such Parent Option expires, and (vii) whether such Parent Option

is intended to be an “incentive stock option” (as defined in the Code) or a nonqualified stock option.

(d)

Except for outstanding shares of (x) Parent Options or (y) as set forth on Section 4.6(d) of the Parent Disclosure

Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any

Parent Shares or other securities of Parent, (ii) outstanding security, instrument or obligation that is or may become convertible into

or exchangeable for any Parent Shares or other securities of Parent, (iii) shareholder rights plan (or similar plan commonly referred

to as a “poison pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue any shares of

its capital stock or any other securities or (iv) condition or circumstance that may give rise to or provide a basis for the assertion

of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities

of Parent. Except as set forth on Section 4.6(d) of the Parent Disclosure Letter, there are no outstanding or authorized share

appreciation, phantom share, profit participation or other similar rights with respect to Parent.

(e)

All outstanding Parent Common Shares and Parent Options, and other securities of Parent have been issued and granted in compliance

in all material respects with (i) all applicable securities laws (including Canadian Securities Laws) and other applicable Law, (ii) applicable

stock exchange rules and (iii) all requirements set forth in applicable Contracts.

(f)

With respect to Parent Options granted, (i) each grant of a Parent Option was duly authorized no later than the date on which the

grant of such Parent Option was by its terms to be effective (the “Parent Grant Date”) by all necessary corporate action,

including, as applicable, approval by the Parent Board (or a duly constituted and authorized committee thereof) or duly authorized officer

and any required stockholder approval by the necessary number of votes or written consents, (ii) each Parent Option grant was made in

accordance with the terms of the Parent Stock Option 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 market price of a Parent Common

Share on the applicable Parent Grant Date.

(g)

The authorized capital stock of First Merger Sub consists of 1,000 shares of common stock, par value $0.01 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 Filings; Financial

Statements.

(a)

Parent has filed or furnished, as applicable, on a timely basis (i) 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”)

since January 1, 2026 and (ii) the Parent SEDAR+ Documents. As of the time it was filed with the SEC or the Canadian Securities Regulator

(or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC

Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may

be) and each of the Parent SEDAR+ Documents complied in all material respects with Canadian Securities Laws and as of the time they were

filed, none of the Parent SEC Documents and none of the Parent SEDAR+ Documents contained any untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii)

18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Parent SEC Documents (collectively, the “Certifications”)

are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.7 the term “file”

and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise

made available to the SEC or the Canadian Securities Regulators.

(b)

The financial statements (including any related notes) contained or incorporated by reference in the Parent Public Disclosure Record:

(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 and Canadian Securities Laws, (ii) were prepared in accordance with GAAP (except as may

be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of

the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end

adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout

the periods indicated and (iii) fairly present, in all material respects, the financial position of Parent as of the respective dates

thereof and the results of operations and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed in the

Parent Public Disclosure Record, there has been no material change in Parent’s accounting methods or principles that would be required

to be disclosed in Parent’s financial statements in accordance with GAAP. The books of account and other financial records of Parent

and each of its Subsidiaries are true and complete in all material respects.

(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 Canadian Securities Laws 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, 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 Shares on Nasdaq. 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 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.

(e)

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)

or other required document in the Parent Public Disclosure Record its conclusions about the effectiveness of the internal control over

financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed to

Parent’s auditors and the Audit Committee of the Parent Board (and made available to the Company a summary of the significant aspects

of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information

and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s

or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Parent Public Disclosure Record, Parent’s

internal control over financial reporting is effective at the reasonable assurance level and Parent has not identified any material weaknesses

in the design or operation of Parent’s internal control over financial reporting.

(h)

Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act)

are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by Parent in the reports that it

files or submits under the Exchange Act or Canadian Securities Laws is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s principal

executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the

Certifications and such disclosure controls and procedures are effective. Parent has carried out evaluation of the effectiveness of its

disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(i)

Parent is a “reporting issuer” under Canadian Securities Laws, not included in a list of defaulting reporting issuers

maintained by the Canadian Securities Regulators. Parent has complied with its obligations to make timely disclosure of all material changes

and material facts relating to it and there is no material change or material fact relating to Parent which has occurred and with respect

to which the requisite news release has not been disseminated or material change report, as applicable has not been filed with Canadian

Securities Regulators. Parent has not taken any action to cease to be a reporting issuer in any jurisdiction nor has Parent received any

notification from any Canadian Securities Regulator, in each case, seeking to revoke Parent’s reporting issuer status or threatening

to note the Parent in default (or the equivalent thereof) under Canadian Securities Laws.

(j)

None of the directors or officers of Parent or any of its Subsidiaries are now, or have ever been: (i) subject to an order or ruling

of any Canadian securities regulatory authority or stock exchange, prohibiting such individual from acting as a director or officer of

a company or of a company listed on a particular stock exchange or (ii) subject to an order preventing, ceasing or suspending trading

in any securities of Parent or other company.

(k)

Parent is in compliance in all material respects with its continuous disclosure obligations under Canadian Securities Laws and

Parent has not filed any confidential material change reports which remain confidential as of the date hereof.

4.8 Absence of

Changes. Except as set forth on Section 4.8 of the Parent Disclosure Letter, between June 30, 2025 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 June 30, 2025, 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, and (d) Liabilities incurred in connection

with the Contemplated Transactions, and (e) Liabilities described in Section ‎ 4.9 of the Parent Disclosure

Letter.

4.10 Title to

Assets. Each of Parent and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and

assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business

or operations or purported to be owned by it, including all tangible assets reflected on the Parent Balance Sheet or in the books

and records of Parent as being owned by Parent. All of such assets are owned or, in the case of leased assets, leased by Parent or

any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

4.11 Real Property;

Leasehold. Neither Parent nor any of its Subsidiaries owns or has ever owned any real property, nor is Parent party to any

agreement to purchase or sell any real property. Parent has made available to the Company (a) an accurate and complete list

of all real properties with respect to which Parent directly or indirectly holds a valid leasehold interest as well as any

other real estate that is in the possession of or leased by Parent or any of its Subsidiaries and (b) copies of all leases

under which any such real property is possessed (the “Parent Real Estate Leases”), each of which is in full force

and effect, with no existing material default thereunder by Parent or its Subsidiaries or, to Parent’s Knowledge, the other

party thereto.

4.12 Intellectual

Property.

(a) Section ‎4.12(a)

of the Parent Disclosure Letter is an accurate, true and complete listing of all Parent Registered IP.

(b) Section 4.12(b)

of the Parent Disclosure Letter accurately identifies(i) all Parent Contracts pursuant to which any Parent IP Rights are licensed to

Parent (other than (A) any non-customized software that (1) is so licensed solely in executable or object code form pursuant to a

nonexclusive, internal use software license and other Intellectual Property associated with such software and (2) is not

incorporated into, or material to the development, manufacturing, or distribution of, any of Parent products or services, (B) any

Intellectual Property licensed on a nonexclusive 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

nonexclusive.

of the Parent Disclosure Letter accurately identifies each Parent Contract pursuant to which any Person has been granted any license

or covenant not to sue under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in,

any Parent IP Rights (other than (i) any confidential information provided under confidentiality agreements and (ii) any Parent IP

Rights nonexclusively 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).

(d)

Neither Parent nor any of its Subsidiaries is bound by, and no Parent IP Rights are subject to, any Contract containing any covenant

or other provision that in any way limits or restricts the ability of Parent or any of its Subsidiaries to use, exploit, assert, or enforce

any Parent IP Rights anywhere in the world.

(e)

Parent or one of its Subsidiaries exclusively owns all right, title, and interest to and in the Parent IP Rights and has no Parent

IP Rights licensed to Parent or co-owned rights (other than (i) Parent IP Rights licensed to Parent, or co-owned rights each as identified

in Section ‎4.12(e) of the Parent Disclosure Letter, (ii) any non-customized software that (A) is licensed to

Parent solely in executable or object code form pursuant to a nonexclusive, internal use software license and other Intellectual Property

associated with such software and (B) is not incorporated into, or material to the development, manufacturing or distribution of, any

of Parent or its Subsidiaries’ products or services and (iii) any Intellectual Property licensed on a nonexclusive basis ancillary

to the purchase or use of equipment, reagents or other materials), in each case, free and clear of any Encumbrances (other than Permitted

Encumbrances). Without limiting the generality of the foregoing:

(i)

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.

(ii)

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.

(iii)

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 (a) bound by or otherwise subject

to any Contract restricting him or her from performing his or her duties for Parent or such Subsidiary or (b) 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.

(iv)

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.

(v)

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.

(vi)

Parent or any of its Subsidiaries has not 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)

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 does not violate any license or agreement between Parent or its Subsidiaries and any third party in

any material respect, and, to the Knowledge of Parent, does not infringe or misappropriate any valid and issued Patent right or other

Intellectual Property of any other Person, which infringement or misappropriation would reasonably be expected to have a Parent Material

Adverse Effect. To the Knowledge of Parent, no third party is infringing upon any Patents owned by Parent within the Parent IP Rights,

or violating any Parent IP Rights Agreement.

(h)

As of the date of this Agreement, Parent is not a party to any Legal Proceeding (including, but not limited to, opposition, interference

or other proceeding in any patent or other government office) contesting the validity, ownership or right to use, sell, offer for sale,

license or dispose of any Parent IP Rights. Parent has not received any written notice asserting that any Parent Registered IP or the

proposed use, sale, offer for sale, license or disposition of any products, methods or processes claimed or covered thereunder infringes

or misappropriates or violates the rights of any other Person or that Parent or any of its Subsidiaries have otherwise infringed, misappropriated

or otherwise violated any Intellectual Property of any Person.

(i)

To the Knowledge of Parent, no trademark (whether registered or unregistered) or trade name owned, used or applied for by Parent

conflicts or interferes with any trademark (whether registered or unregistered) or trade name owned, used or applied for by any other

Person except as would not have a Parent Material Adverse Effect. None of the goodwill associated with or inherent in any trademark (whether

registered or unregistered) in which Parent has or purports to have an ownership interest has been impaired as determined by Parent in

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

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

Sheet).

(j)

Except as may be set forth in the Contracts listed on Section ‎4.12(b), ‎4.12(c)

or 4.12(k) of the Parent Disclosure Letter or as contained in “off-the-shelf” license agreements entered into in the

Ordinary Course of Business by Parent, (i) Parent is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other

Person with respect to any Intellectual Property infringement, misappropriation or similar claim which is material to Parent taken as

a whole and (ii) Parent has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability

of another Person for infringement, misappropriation or violation of any Intellectual Property right, which assumption, agreement or responsibility

remains in force as of the date of this Agreement.

(k)

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, an “Parent Material Contract” and collectively, the “Parent Material

Contracts”):

(i)

each Parent Contract relating to any material bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing

or retirement plans, or any other employee benefit plans or arrangements;

(ii)

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;

(iii)

each Parent Contract relating to any agreement or plan, including any option plan, stock appreciation right plan or stock purchase

plan, any of the benefits of which will be increased or the vesting of benefits of which will be accelerated, by the occurrence of any

of the Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment), or the value

of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions;

(iv)

each Parent Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(v)

each Parent Contract containing (A) any covenant limiting the freedom of Parent or any of its Subsidiaries to engage in any line

of business or compete with any Person, or limiting the development, manufacture or distribution of the Parent’s products or services

(B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision, in each case, out of the

Ordinary Course of Business;

(vi)

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;

(vii)

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;

(viii)

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;

(ix)

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;

(x)

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;

(xi)

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;

(xii)

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, (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 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;

(xiii)

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 in this Agreement

in excess of $100,000 pursuant to its express terms;

(xiv)

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;

(xv)

any Parent Real Estate Lease;

(xvi)

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

(xvii)

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, 2024, 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 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, Health Canada 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, the Food and Drugs Act

(Canada), the Controlled Drugs and Substances Act (Canada), or any other similar Law administered by a Drug/Device Regulatory Agency.

(d)

Each of Parent and its Subsidiaries holds, and at all times have held, 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, distribution and importation or

exportation, in connection with 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 adverse 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, 2024, 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.

(e)

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, distribution and importation or exportation of the Parent Product Candidates or Parent Regulatory

Permits, including, but not limited to, complete copies of the following (to the extent there are any): (i) adverse event reports; pre-clinical,

clinical and other study reports and material study data; (ii) inspection reports, notices of adverse findings, untitled letters, warning

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 (iii) 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.

(f)

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, 2024, 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. Since January 1, 2024, neither Parent nor any of its Subsidiaries has 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 Parent, 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. 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.

(g)

Neither Parent nor any of its Subsidiaries and, to the Knowledge of Parent, any contract manufacturer with respect to any Parent

Product Candidate is or has been 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.

Neither Parent nor any of its Subsidiaries, nor any of their officers, directors, employees or agents have been debarred or excluded from

participation in any federal healthcare programs. Neither Parent nor any of its Subsidiaries have and, to the Knowledge of Parent, no

contract manufacturer, nor their respective officers, 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 or

a comparable policy of any other Drug/Device Regulatory Agency. 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, employees or agents is currently

or has been debarred, convicted of any crime or is engaging or has engaged in any conduct that could result in a material debarment or

exclusion under (i) 21 U.S.C. Section 335a or (ii) any similar applicable Law. To the Knowledge of Parent, no material debarment

or exclusionary claims, actions, proceedings or investigations in respect of their business or products are pending or threatened against

Parent, any of its Subsidiaries, and to the Knowledge of the Parent, any contract manufacturer with respect to any Parent Product Candidate,

or any of its officers, employees or agents.

(h)

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, 2024, have been and are being conducted in compliance in all material respects with

applicable Laws, including standards for current good manufacturing practices of any Drug/Device Regulatory Agency, 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.

(i)

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 or has been 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, Health Canada 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, Health Canada nor any other Drug/Device Regulatory Agency is considering such action.

(j)

Parent and its Subsidiaries have at all times since its formation conducted its business, including the possession, research, development,

manufacture, storage, marketing, distribution, sale, and disposition of cannabis and cannabinoid products (collectively, the “Commercial

Products”), in compliance with all applicable Laws, including the Federal Food, Drug, and Cosmetic Act, the Controlled Substances

Act, the Agricultural Marketing Act of 1946 (as amended by the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”)),

all applicable regulations of the FDA, the U.S. Drug Enforcement Administration (“DEA”), any applicable state department

of agriculture, any applicable state pharmacy board, the Canadian Food and Drugs Act and Cannabis Act and regulations made thereunder,

applicable provincial legislation, Health Canada, and any other Governmental Authority with jurisdiction over the Commercial Products

or the business of Parent or any of its Subsidiaries (collectively, the “Cannabinoid Laws”).

(k)

Parent has not received any written notice, citation, warning letter, Form FDA-483 observation, untitled letter, notice of violation,

adverse inspection report, or similar communication from any Governmental Authority (including the FDA, DEA, any state department of agriculture,

or any state attorney general, Health Canada or any provincial regulator) alleging any violation of, or noncompliance with, any Cannabinoid

Law with respect to the Commercial Products or the business of Parent. No inspection, audit, investigation, or inquiry by any Governmental

Authority relating to the Commercial Products or the business of Parent is pending or, to the Knowledge of Parent, threatened.

(l)

No Commercial Product has been, or is required to be, classified, listed, registered, or scheduled as a “controlled substance”

under the Controlled Substances Act (21 U.S.C. § 801 et seq.) or, to the Knowledge of the Parent, any analogous state Law as currently

in effect. No Commercial Product, as manufactured, stored, distributed, sold, or otherwise made available by Parent prior to or as of

the date hereof, exceeds or has at any time exceeded the total tetrahydrocannabinol concentration threshold applicable under the 2018

Farm Bill or, to the Knowledge of the Parent, any applicable state Law, in each case as in effect at the time of such manufacture, storage,

distribution, sale, or other availability. Parent holds all licenses, authorizations and registrations required to possess, manufacture,

store, distribute, sell or otherwise make available the Commercial Products and does not otherwise possess, manufacture, store, distribute,

sell or make available any other products containing cannabis, a cannabinoid or hemp.

4.15 Legal Proceedings;

Orders.

(a)

Except as set forth on Section 4.1(c) 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 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, as applicable, does not file Tax Returns that indicates

that Parent or such Subsidiary, as applicable, 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 of 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 or one of its Subsidiaries). 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 non-U.S. law), or section 160 of the ITA, 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 (i) 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) or (ii) undertaken, participated in or been contractually

obligated to participate in any “reportable transaction” as defined in subsection 237.3(1) of the ITA or any “notifiable

transaction” as defined in subsection 237.4(1) of the ITA.

(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.

(k) No

facts, circumstances or events exist that are reasonably expected to result in the application of any of sections 17, 78, 79, or 80 to

80.04 of the ITA (or any similar provision of any other applicable Law) to Parent or any of its Subsidiaries.

4.17 Employee and Labor

Matters; Benefit Plans.

(a)

The Parent has made available to Company a list setting forth, for each Parent Associate who is an employee of Parent or any of

its Subsidiaries, such employee’s name (unless prohibited by applicable Privacy Law), employer, title, hire date, location, whether

full- or part-time, whether active or on leave (and, if on leave, the expected return), annual vacation entitlement and accruals, whether

exempt from the Fair Labor Standards Act or applicable state Law or applicable provincial employment standards Law, annual salary (or

if hourly, hourly rate), most recent annual bonus received and current annual bonus opportunity. The Parent has made available to Company

a list setting forth, for each Parent Associate who is an individual independent contractor engaged by Parent or any of its Subsidiaries,

such contractor’s name, duties and rate of compensation.

(b)

The employment of Parent’s employees located in the United States is terminable by Parent at will. No employee of Parent

located in Canada has any agreement as to length of notice or severance payment required to terminate his or her employment, other than

such as results by applicable Law from the employment of an employee without an agreement as to notice or severance. Parent has made available

to the Company accurate and complete copies of all employee manuals and handbooks, to the extent currently effective and material. There

are no change of control payments, golden parachutes, severance payments, retention payments or termination or agreements or transaction

bonuses with any current or former Parent Associate providing for cash or other compensation or benefits upon the consummation of, or

relating to, the Contemplated Transactions.

(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. No union or employee bargaining agent

holds bargaining rights with respect to any employees of Parent.

(d)

Section 4.17 of the Parent Disclosure Letter lists and describes all 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). Parent has provided current, true and complete copies of each Parent Employee Plan (or if oral, summaries thereof),

together with all related documentation.

(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, registered and operated in compliance, in all material respects, with

its terms all applicable Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than

those relating to routine claims for benefits) is pending or, to the Knowledge of Parent, threatened with respect to any Parent Employee

Plan. All payments and/or contributions required to have been made with respect to all Parent Employee Plans either have been made or

have been accrued in accordance with the terms of the applicable Parent Employee Plan and applicable Law 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. No Parent

Employee Plan is or is intended to be a “registered pension plan”, a “retirement compensation arrangement”, a

“registered retirement savings plan”, a “deferred profit sharing plan”, an “employee life and health trust”

or an “employees profit sharing plan” as each such term is defined in the ITA.

(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 or provincial employment standards 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 or Canada.

(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, will be subject to the penalties of Section 409A(a)(1) of the Code.

(k)

Parent is in material compliance with all Employment-Related Laws (including employment standards 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 (including employment standards 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. Parent has not taken any action which would constitute a “group termination”, “plant

closing” or “mass layoff” within the meaning of the WARN Act or applicable employment standards Law, 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 or applicable employment standards Law 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 or other applicable labour Law. 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 the Code, including, but

not limited to, Section 4999 or Section 409A of the Code.

(p)

Neither Parent nor any of its Subsidiaries is a party to any Contract that as a result of the execution and delivery of this Agreement,

the stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in conjunction

with any other event) (i) result in the payment of any “parachute payment” within the meaning of Section 280G of the

Code or (ii) result in, or cause the accelerated vesting, payment, funding or delivery of, or increase the amount or value of, any payment

or benefit to any employee, officer, director or other service provider of Parent or any of its Subsidiaries.

4.18 Environmental Matters.

Since January 1, 2024, 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, 2024, 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, 2024, any written notice or other communication relating to property owned or leased at any time by Parent

or any of its Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such current

or prior owner or Parent or any of its Subsidiaries is not in compliance with or violated any Environmental Law relating to such property

and (ii) neither Parent nor any of its Subsidiaries has any material liability under any Environmental Law. Parent has made available

all environmental site assessments, environmental audits and other material environmental documents in the Parent’s possession

or control relating to the Parent and its Subsidiaries, including the Parent’s and its Subsidiaries’ business and current

or former facilities.

4.19 Insurance.

Parent has delivered to the Company accurate and complete copies of all material insurance policies and all material self-insurance

programs and arrangements relating to the business, assets, liabilities and operations of Parent and its Subsidiaries (including

Merger Subs). Each of such insurance policies is in full force and effect and Parent and its Subsidiaries (including Merger Subs)

are in compliance in all material respects with the terms thereof. Other than customary end of policy notifications from insurance

carriers, since January 1, 2024, 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 Public Disclosure Record as of 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 (or who may be deemed to be) 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 Shares and the Parent Convertible Preferred Shares 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 Shares issuable

upon (a) exercise of any Assumed Warrant, (b) exercise of any Pre-Funded Warrant, and (c) conversion of any Parent Preferred Shares,

upon issuance in accordance with the terms of the applicable Assumed Warrant and Pre-Funded Warrant, will be validly issued, fully

paid and nonassessable.

4.23 Privacy and Data

Security. Parent and its Subsidiaries are and since January 1, 2024, have been in compliance with all applicable Privacy Laws

and the applicable terms of any Parent Contracts governing privacy, data protection, data security, trans-border data flow, data

loss, data theft, or breach notification, data localization, sending solicited or unsolicited electronic mail or text messages,

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

processing of, Personal Information (including any such information of individuals, clinical trial participants, patients, patient

family members, caregivers or advocates, physicians and other health care professionals, clinical trial investigators, researchers,

pharmacists that interact with Parent or any of its Subsidiaries in connection with the operation of Parent’s and its

Subsidiaries’ business), except, in each case, for such noncompliance as has not had, and would not reasonably be expected to

have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, Parent (i) has implemented and

maintains reasonable Privacy Policies that materially comply with applicable Privacy Laws and are designed to protect the privacy

and security of Personal Information and (ii) has complied with such Privacy Policies, except for such noncompliance as has not had,

and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge

of Parent, no Legal Proceeding has been asserted or threatened against Parent by any Person alleging a violation of Privacy Laws,

Privacy Policies, or the applicable terms of any Parent Contracts governing privacy, data protection, data security, trans-border

data flow, data loss, data theft, or breach notification, data localization, sending solicited or unsolicited electronic mail or

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

or other processing of, Personal Information. To the Knowledge of Parent, there have been no data security incidents or data

breaches, or other adverse events or incidents that have resulted in any unauthorized access, use, disclosure, modification or

destruction of, Personal Information or other data in the possession or control of Parent or any service provider acting on behalf

of Parent, in each case, where such incident, breach, or event has resulted in a notification obligation to any Person under

applicable Law or pursuant to the terms of any Parent Contract. To the Knowledge of Parent, Parent is not a “covered

entity” or a “business associate” as those terms are defined under the Health Insurance Portability and

Accountability Act, as amended.

4.24 Trade Control

Laws. Since March 1, 2021, Parent and its Subsidiaries have been in material compliance with all applicable Trade Laws and have

obtained, or are otherwise qualified to rely upon, all material Trade Approvals. There are no pending or threatened claims against

the Parent or its Subsidiaries, nor any actions, conditions, facts or circumstances that would reasonably be expected to give rise

to any material future claims with respect to the Trade Laws or Trade Approvals.

4.25 Certain

Payments. Neither Parent nor any of its Subsidiaries (nor, to the knowledge of Parent, any of their respective directors,

executives, representatives, agents or employees) (a) has used or is using any corporate funds for any illegal contributions,

gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is using any corporate funds

for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees, (c) has violated

or is violating any provision of the Foreign Corrupt Practices Act of 1977 (U.S.), the Criminal Code (Canada) or the Corruption of

Foreign Public Officials Act (Canada), (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 Resale

Restrictions. The distribution of Parent Common Shares and Parent Convertible Preferred Shares pursuant to this Agreement and

the transactions contemplated herein shall be exempt from the prospectus requirements of Canadian Securities Laws and such

securities will not be subject to any “hold period” resale restrictions under National Instrument 45-102 – Resale

of Securities of the Canadian Securities Administrators, provided the conditions in subsection 2.6(3) thereof are satisfied in

respect of any such trade.

4.28 No Other

Representations or Warranties. Parent hereby acknowledges and agrees that, except for the representations and warranties

contained in this Agreement, neither the Company nor any of its Subsidiaries nor any other person on behalf of the Company makes any

express or implied representation or warranty with respect to the Company or with respect to any other information provided to

Parent, Merger Subs or stockholders or any of their respective Affiliates in connection with the Contemplated Transactions, and

(subject to the express representations and warranties of the Company set forth in Section 3 (in each case as qualified and

limited by the Company Disclosure Letter)) none of Parent, Merger Subs nor any of their respective Representatives or stockholders,

has relied on any such information (including the accuracy or completeness thereof).

Section 5. Certain Covenants

of the Parties.

5.1 Operation of

Parent’s Business.

(a)

Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 5.1(a) of the Parent

Disclosure Letter, (iii) as required by applicable Law, or (iv) unless the Company shall otherwise consent in writing (which consent shall

not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until

the earlier to occur of the termination of this Agreement pursuant to Section 10 and the First Effective Time (the “Pre-Closing

Period”), Parent shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (x) conduct its business

and operations in the Ordinary Course of Business and in material compliance with all applicable Law and the requirements of all Contracts

that constitute Parent Material Contracts and (y) continue to pay material outstanding accounts payable and other material current Liabilities

(including payroll) when due and payable.

(b)

Except (i) as expressly contemplated or permitted by this Agreement, (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 Subsidiaries to, do any of the following:

(i)

declare, accrue, set aside or pay any dividend or make any other distribution (other than the Parent Pre-Closing Distribution or

the Parent Legacy Transaction Distribution, in each case if any), in each case, out of the Ordinary Course of Business, 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 Parent Common Shares 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); provided that any ordinary

course dividend or other distribution declared by Parent during the Pre-Closing Period shall reduce the Parent Net Cash dollar-for-dollar;

(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)

sell, issue, grant, pledge or otherwise dispose of or encumber or authorize the issuance of: (A) any capital stock or other security

(except for Parent Common Shares issued upon the valid exercise or settlement of outstanding Parent Options), (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;

(iv)

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;

(v)

(A) lend money to any Person, (B) incur or guarantee any indebtedness for borrowed money, (C) guarantee any debt securities of

others or (D) make any capital expenditure or commitment in excess of $100,000;

(vi)

(A) adopt, establish or enter into any Parent Employee Plan, including, for the avoidance of doubt, any equity awards plans, (B)

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, (C) 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, fringe benefits or other compensation or remuneration payable to, any of its directors, officers,

employees or consultants, (D) increase the severance or change of control benefits offered to any current or new employees, directors

or consultants, (E) hire any officer, employee or consultant, or (F) negotiate or enter into any collective agreement with any labour

organization;

(vii)

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;

(viii)

sell, assign, transfer, license, sublicense or otherwise dispose of any material Parent IP Rights (other than pursuant to non-exclusive

licenses in the Ordinary Course of Business or pursuant to the consummation of any Parent Legacy Transaction);

(ix)

other than in the Ordinary Course of Business: (A) make, change or revoke any material Tax election; (B) file any amended income

or other material Tax Return; (C) adopt or change any material accounting method in respect of Taxes; (D) enter into any material Tax

closing agreement, settle any material Tax claim or assessment; (E) consent to any extension or waiver of the limitation period applicable

to or relating to any material Tax claim or assessment; or (F) surrender any material claim for refund;

(x)

waive, settle or compromise any pending or threatened Legal Proceeding against Parent or any of its Subsidiaries, 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 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;

(xi)

forgive any loans to any Person, including its employees, officers, directors or Affiliate;

(xii)

terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy;

(xiii)

other than in respect of the Parent Legacy Business in connection with any Parent Legacy Transaction, (A) materially change pricing

or royalties or other payments set or charged by Parent or any of Subsidiaries to its customers or licensees or (B) agree to materially

change pricing or royalties or other payments set or charged by Persons who have licensed Intellectual Property to Parent or any of Subsidiaries;

(xiv)

delay or fail to repay when due any material obligation, including accounts payable and accrued expenses;

(xv)

enter into, amend in a manner adverse to Parent or terminate any Parent Material Contract outside of the Ordinary Course of Business;

(xvi)

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 may:

(i)

(A) engage in the sale, license, transfer, disposition, divestiture or other monetization transaction (i.e., a royalty transaction),

(B) winding down, and/or (C) dividend or other distribution, in each case, of the Parent Legacy Business (including, without limitation,

terminating its Parent Real Estate Leases and other Parent Contracts) (each, a “Parent Legacy Transaction”) and, in

connection with any Parent Legacy Transaction, (1) establish one or more Subsidiaries

to hold assets of the Parent Legacy Business, (2) transfer to any such Subsidiary any or all of the assets of the Parent Legacy Business

and the liabilities and obligations related thereto, and (3) 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)

if applicable, declare and pay a dividend or return of capital (or a combination thereof) on Parent Common Shares outstanding prior

to the First Effective Time (excluding, for the avoidance of doubt, any Parent Common Shares 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 negative $3,400,000 (such dividend or return of capital (or combination thereof), the

“Parent Pre-Closing Distribution” and such amount, the “Parent Pre-Closing Distribution Amount”).

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 or the issuance of any Company Notes, which are 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.

(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

or the issuance of any Company Notes, which are 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)

other than in the Ordinary Course of Business: (A) make, change or revoke any material Tax election; (B) file any amended income

or other material Tax Return; (C) adopt or change any material accounting method in respect of Taxes; (D) enter into any material Tax

closing agreement, settle any material Tax claim or assessment; (E) consent to any extension or waiver of the limitation period applicable

to or relating to any material Tax claim or assessment; or (F) surrender any material claim for refund;

(x)

enter into, amend in a manner adverse to the Company or terminate any Company Material Contract outside of the Ordinary Course

of Business; or

(xi)

agree, resolve or commit to do any of the foregoing.

Nothing contained in this Agreement shall give

Parent, directly or indirectly, the right to control or direct the operations of the Company prior to the First Effective Time. Prior

to the First Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral

control and supervision over its business operations.

5.3 Access and

Investigation.

(a)

Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of

this Agreement, during the Pre-Closing Period, upon reasonable notice, Parent, on the one hand, and the Company, on the other hand, shall

and shall use commercially reasonable efforts to cause such Party’s Representatives to: (a) provide the other Party and such other

Party’s Representatives with reasonable access during normal business hours to such Party’s Representatives, personnel, property

and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Party and

its Subsidiaries, (b) provide the other Party and such other Party’s Representatives with such copies of the existing books, records,

Tax Returns, work papers, product data, and other documents and information relating to such Party and its Subsidiaries, and with such

additional financial, operating and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably

request, (c) permit the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours,

with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements

and the internal controls of such Party to discuss such matters as the other Party may deem necessary, and (d) make available to the other

Party copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection

with the Contemplated Transactions. Any investigation conducted by either Parent or the Company pursuant to this Section ‎5.3

shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party.

(b)

Notwithstanding anything herein to the contrary in this Section 5.3, no access or examination contemplated by this

Section ‎5.3 shall be permitted to the extent that it would require any Party or its Subsidiaries to waive the

attorney-client privilege or attorney work product privilege, 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 Shareholder 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 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 and management information

circular relating to the Parent Shareholder 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 Parent Common Shares

(including any Parent Common Shares issuable upon (I) conversion of the Parent Convertible Preferred Shares or (II) exercise of any Assumed

Warrant) to be issued by virtue of the Contemplated Transactions, other than any Parent Shares 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 and Canadian Securities Laws, (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, or the Canadian

Securities Regulators, related to the Registration Statement. Parent shall use commercially reasonable efforts to take all actions required

under any applicable federal, state, provincial, securities and other Laws (including Canadian Securities Laws) in connection with the

issuance of Parent Shares pursuant to the Contemplated Transactions (including any Parent Common Shares issuable upon (I) conversion of

the Parent Convertible Preferred Shares or (II) exercise of any Assumed 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 commercially reasonable efforts to file the Form S-4 no later than 30 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 Canadian Securities Laws, U.S. federal

securities laws and the DGCL, 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 Shareholders as promptly as

practicable after the Registration Statement is declared effective under the Securities Act. If at any time before the First Effective

Time, (i) Parent, Merger Subs or the Company (A) become aware of any event or information that, pursuant to Canadian Securities Laws,

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 request from the SEC or Canadian Securities Regulators for an amendment or supplement to the Registration Statement

or for additional information related thereto, or (C) receives comments on the Registration Statement from the SEC or Canadian Securities

Regulators, 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 Canadian Securities Regulators (and, if appropriate, in mailing such amendment or supplement to the Parent Shareholders) or

otherwise addressing such request or comments and each Party and shall use their commercially reasonable efforts to cause any such amendment

to become effective, if required. Parent shall promptly notify the Company if it becomes aware (1) that the Registration Statement has

become effective, (2) of the issuance of any stop order or suspension of the qualification or registration of the Parent Shares issuable

in connection with the Contemplated Transactions (including any Parent Common Shares issuable upon (I) conversion of the Parent Convertible

Preferred Shares or (II) exercise of any Assumed Warrant) for offering or sale in any jurisdiction, or (3) any order of the SEC or Canadian

Securities Regulators 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 or Canadian Securities Regulators, on the other

hand, with respect to the Registration Statement and all orders of the SEC or Canadian Securities Regulators relating to the Registration

Statement. Parent shall pay (i) the fees paid in connection with filing the Registration Statement and any amendments and supplements

thereto, and (ii) the fees and expenses in connection with the printing, mailing and distribution of the Proxy Statement and any amendments

and supplements.

(d)

The Company shall reasonably cooperate with Parent and provide, and cause its Representatives to provide, Parent and its Representatives,

with all true, correct and complete information regarding the Company that is required by Law to be included in the Registration Statement

or reasonably requested by Parent to be included in the Registration Statement (collectively, the “Company Required S-4 Information”).

Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Parent a consent letter

of the Company’s independent accounting firm, dated no later than one (1) Business Day before the date on which the Registration

Statement is filed with the SEC and Canadian Securities Regulators (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 Canadian Securities

Regulators, and on the response to any comments of the SEC and Canadian Securities Regulators on the Registration Statement, prior to

the filing thereof with the SEC and Canadian Securities Regulators. 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)

As promptly as reasonably practicable following the date of this Agreement, the Company will use commercially reasonable efforts

to furnish to the Parent (i) audited financial statements for each of its fiscal years required to be included in the Registration Statement

(the “Company Audited Financial Statements”), and (ii) unaudited interim financial statements for each interim

period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior

to the Closing if the Company were subject to the periodic reporting requirements under Canadian Securities Laws, 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.

(f)

The Company shall make available to the Parent and its auditor: (i) the books and records of the Company, and (ii) the Company

Financial Statements, the Company Audited Financial Statements and the Company Interim Financial Statements, in each case as may be required

in connection with the preparation of the Registration Statement. The Company further agrees to make available such additional financial

information as may be reasonably required 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, in each case as required under Canadian Securities

Laws, the Securities Act or the Exchange Act.

6.2 Company Stockholder

Written Consent.

(a)

Promptly after the Registration Statement has been declared effective under the Securities Act, and in any event no later than

two (2) Business Days thereafter, the Company shall obtain the approval by written consent from Company stockholders sufficient for the

Required Company Stockholder Vote in lieu of a meeting pursuant to Section 228 of the DGCL, for purposes of (i) adopting and

approving this Agreement and the Contemplated Transactions, (ii) acknowledging that the approval given thereby is irrevocable and that

such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, and that such stockholder

has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled

to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair

value of its capital stock under the DGCL (the “Company Stockholder Written Consents”). Under no circumstances shall

the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the Contemplated

Transactions.

(b)

Reasonably promptly following receipt of the Required Company Stockholder Vote, the Company shall prepare and mail a notice (the

“Stockholder Notice”) to every stockholder of the Company that did not execute the Company Stockholder Written Consent,

if any. The Stockholder Notice shall (i) be a statement to the effect that the Company Board determined that the Merger is advisable in

accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of the Company and approved and adopted

this Agreement, the Merger and the other Contemplated Transactions, (ii) provide the stockholders of the Company to whom it is sent with

notice of the actions taken in the Company Stockholder Written Consent, including the adoption and approval of this Agreement, the Merger

and the other Contemplated Transactions in accordance with Section 228(e) of the DGCL and the certificate of incorporation and bylaws

of the Company and (iii) include a description of the appraisal rights of the Company’s stockholders available under the DGCL, along

with such other information as is required thereunder and pursuant to applicable Law. All materials (including any amendments thereto)

submitted to the stockholders of the Company in accordance with this Section 6.2(b) shall be subject to Parent’s advance review

(the period of time starting upon delivery of any such materials to Parent and ending upon resolution of any good faith comments raised

by Parent, the “Company Stockholder Consent Review Period”), and the Company shall consider in good faith any comments

raised by Parent in connection with Parent’s review.

(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

and 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 named executive officers as

of the date of this Agreement or (B) related to (1) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the consequences

thereof, (2) any events, developments or changes relating to Parent or Merger Subs, or (3) the fact, in and of itself, that the Company

meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations)

that affects the business, assets or operations of the Company that occurs or arises after the date of this Agreement (a “Company

Intervening Event”), the Company Board may withhold, amend, withdraw or modify the Company Board Recommendation (or publicly

propose to withhold, amend, withdraw or modify the Company Board Recommendation) in a manner adverse to Parent (collectively, a “Company

Board Adverse Recommendation Change”) if, but only if, (x) in the case of a Superior Offer, following the receipt of and on

account of such Superior Offer, (i) the Company Board determines in good faith, based on the advice of its outside legal counsel, that

the failure to withhold, amend, withdraw or modify the Company Board Recommendation would reasonably be expected to be inconsistent with

its fiduciary duties under applicable Law, (ii) the Company has, during the Notice Period (as defined below), negotiated with Parent in

good faith to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute

a Superior Offer and (iii) if, Parent has delivered to the Company a written offer to alter the terms or conditions of this Agreement

during the Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel and

financial advisor, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would reasonably be expected

to be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions

of this Agreement); provided that (1) Parent receives written notice from the Company confirming that the Company Board has determined

to change its recommendation at least four (4) Business Days in advance of the Company Board Adverse Recommendation Change (the “Notice

Period”), which notice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation

Change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (2) during

any Notice Period, Parent shall be entitled to deliver to the Company one or more counterproposals to such Acquisition Proposal and the

Company will, and cause its Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make

such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior

Offer and (3) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration

the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required to provide

Parent with notice of such material amendment and the Notice Period shall be extended, if applicable, to ensure that at least three (3)

Business Days remain in the Notice Period following such notification during which the parties shall comply again with the requirements

of this Section 6.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end

of such Notice Period as so extended (it being understood that there may be multiple extensions) or (y) in the case of a Company Intervening

Event, the Company promptly notifies Parent, in writing, within the Notice Period before making a Company Board Adverse Recommendation

Change, which notice shall state expressly the material facts and circumstances related to the applicable Company Intervening Event and

that the Company Board intends to make a Company Board Adverse Recommendation Change, and the Company shall have given Parent two (2)

Business Days thereafter to propose revisions to the terms of this Agreement or make other proposals so that such Company Intervening

Event would no longer necessitate a Company Board Adverse Recommendation Change.

(e)

The Company’s obligation to solicit the consent of its stockholders to sign the Company Stockholder Written Consent in accordance

with Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission

of any Superior Offer or other Acquisition Proposal or Acquisition Inquiry or Company Intervening Event, or by any Company Board Adverse

Recommendation Change.

6.3 Parent Shareholder

Meeting.

(a)

Parent shall take all action necessary under applicable Law (including Canadian Securities Laws) to call, give notice of and hold

a meeting of the holders of Parent Common Shares to consider and vote to approve (I) the Transaction Resolutions and (II) the Continuation

Resolution (collectively, the “Parent Shareholder Matters” and such meeting, the “Parent Shareholder Meeting”).

The Parent Shareholder 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 Shareholder Meeting are solicited

in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Shareholder

Meeting, or a date preceding the date on which the Parent Shareholder Meeting is scheduled, Parent reasonably believes that (i) it will

not receive proxies sufficient to obtain the Required Parent Shareholder Vote, whether or not a quorum would be present, (ii) it will

not have sufficient Parent Common Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business

of the Parent Shareholder Meeting or (iii) that the failure to postpone or adjourn the Parent Shareholder 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 Shareholder Meeting as long as the date of the Parent Shareholder Meeting is not postponed

or adjourned more than an aggregate of 45 days in connection with any postponements or adjournments.

(b)

Parent agrees that (i) the Parent Board shall recommend that the Parent Shareholders vote to approve the Parent Shareholder 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 Shareholders vote to

approve the Parent Shareholder 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

Shareholder Vote, (i) Parent receives a bona fide written Acquisition Proposal that the Parent Board determines, following consultation

with its outside legal counsel and financial advisor, to be a Superior Offer or (ii) as a result of a material development or change in

circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry,

Acquisition Transaction or the consequences thereof, (B) the fact, in and of itself, that Parent meets or exceeds internal budgets, plans

or forecasts of its revenues, earnings or other financial performance or results of operations, or (C) any Parent Legacy Transaction)

that affects the business, assets or operations of Parent that occurs or arises after the date of this Agreement (a “Parent Intervening

Event”), if, but only if, (x) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer,

(i) the Parent Board determines in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend,

withdraw or modify the Parent Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable

Law, (ii) Parent has, and has caused its financial advisors and outside legal counsel to, during the Parent Notice Period (as defined

below), negotiated with the Company in good faith to make such adjustments to the terms and conditions of this Agreement so that such

Acquisition Proposal ceases to constitute a Superior Offer, and (iii) if, after the Company has delivered to Parent a written offer to

alter the terms or conditions of this Agreement during the Parent Notice Period, the Parent Board shall have determined in good faith,

based on the advice of its outside legal counsel and financial advisor, that the failure to withhold, amend, withdraw or modify the Parent

Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (after taking into

account such alterations of the terms and conditions of this Agreement); provided that (1) the Company receives written notice

from Parent confirming that the Parent Board has determined to change its recommendation at least four (4) Business Days in advance of

the Parent Board Adverse Recommendation Change (the “Parent Notice Period”), which notice shall include a description

in reasonable detail of the reasons for such Parent Board Adverse Recommendation Change, and written copies of any relevant proposed transaction

agreements with any party making a potential Superior Offer, (2) during any Parent Notice Period, the Company shall be entitled to deliver

to Parent one or more counterproposals to such Acquisition Proposal and Parent will, and cause its Representatives to, negotiate with

the Company in good faith (to the extent the Company desires to negotiate) to make such adjustments in the terms and conditions of this

Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (3) in the event of any material amendment

to any Superior Offer (including any revision in the amount, form or mix of consideration the Parent’s stockholders 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 Shareholder Meeting in accordance with Section 6.3(a)

shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer, Acquisition

Proposal or Acquisition Inquiry, or by any Parent Board Adverse Recommendation Change.

(e)

Nothing contained in this Agreement shall prohibit Parent or the Parent Board from (i) complying with Rules 14d-9 and 14e-2(a)

promulgated under the Exchange Act; provided, however, that any disclosure made by Parent or the Parent Board pursuant to

Rules 14d-9 and 14e-2(a) shall be limited to a statement that Parent is unable to take a position with respect to the bidder’s tender

offer unless the Parent Board determines in good faith, after consultation with its outside legal counsel, that such statement would reasonably

be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) complying with Item 1012(a) of Regulation M-A promulgated

under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in Section 5.4; or (iv) making

any disclosure that the Parent Board (or a committee thereof), after consultation with its outside legal counsel, has determined in good

faith is required by applicable Law or by any listing or trading rules or regulations of Nasdaq; provided that, in the case of (iv), Parent

shall provide the Company with a reasonable opportunity to review any such disclosure not less than two (2) Business Days prior to the

making thereof (to the extent practicable) and shall consider in good faith any comments from the Company thereto.

6.4 Efforts; Regulatory

Approvals.

(a)

The Parties shall use commercially reasonable efforts to obtain all regulatory approvals required by applicable Law to consummate

the Contemplated Transactions. In addition, and without limiting the generality of the foregoing, each Party (i) shall make all filings

and other submissions (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated

Transactions, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant

to any applicable Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to

remain in full force and effect, (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal

bar to, the Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation

of this Agreement.

(b)

Notwithstanding the generality of the foregoing, each Party shall use commercially reasonable efforts to file or otherwise submit,

as soon as practicable after the date of this Agreement, all applications, notices, reports and other documents reasonably required to

be filed by such Party with or otherwise submitted by such Party to any Governmental Authority with respect to the Contemplated Transactions,

and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the

foregoing, the Parties shall prepare and file, if required, (a) the notification and report forms required to be filed under the HSR Act

within fifteen (15) Business Days after the date of this Agreement and (b) any notification or other document required to be filed in

connection with the Merger under any applicable foreign Law (including the Competition Act or the ICA) 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 HSR Act, the Competition Act, the ICA or 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 (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 Parent Common Shares (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 Parent Common Shares 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 Parent Common Share,

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 Parent Common Shares 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 Parent

Common Shares 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 Parent

Common Shares (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 Parent Common Shares 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 Parent Common Share; 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 Parent Common Shares 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 Parent Common Shares (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 Assumed Warrant

as of immediately prior to the First Effective Time. The number of Parent Common Shares 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 Parent Common Share to the extent the aggregate amount of fractional

Parent Common Shares 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)

Parent shall comply with the terms of any employment, severance, retention, change of control, or similar agreement specified on

Section 4.17(d) or contemplated by Section 5.1(b) of the Parent Disclosure Letter, subject to the provisions of

such agreements. 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.

(c)

Parent 401(k) Plan. Unless directed otherwise by the Company in writing no less than three (3) 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 any Parent Employee Plan that is intended to qualify under

Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code (collectively, the “401(k)

Plans”) in compliance with such 401(k) Plan’s terms and the requirements of applicable Law, (ii) made all employee and

employer contributions to the 401(k) Plans for all periods of service prior to the Closing Date, including such contributions that would

have been made on behalf of 401(k) Plan participants had the Merger not occurred (regardless of any service or end-of-year employment

requirements) but prorated for the portion of the plan year that ends on the Closing Date, and (iii) 100% vested all participants under

the 401(k) Plans, with such termination, contributions and vesting 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 surrendered by the holder thereof to Parent for cancellation and the holder thereof shall be entitled to receive a number of

Parent Common Shares equal to the number of Parent Common Shares underlying such Parent Option. Notwithstanding anything herein to the

contrary, the tax withholding obligations for each holder receiving Parent Common Shares in accordance with the preceding sentence shall

be satisfied by Parent withholding from issuance that number of Parent Common Shares calculated by multiplying the legally-required withholding

rate, if any, for such holder in connection with such issuance by the number of Parent Common Shares 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.

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 (or a committee thereof) shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide

for the foregoing. The Parties acknowledge that no deduction will be claimed by Parent or any Person not dealing at arm’s length

with Parent in respect of any payment hereunder to a Parent Option holder in exchange for the surrender and cancellation of Parent Options,

received in respect of the performance of duties of an office or employment in Canada, in computing Parent’s income or the income

of any Person not dealing at arm’s length with Parent under the ITA and the applicable provincial Tax legislation, and Parent shall:

(a) make an election under subsection 110(1.1) of the ITA and any equivalent or corresponding provision of the applicable provincial Tax

legislation in respect of the payments made in exchange for such surrender and cancellation of the Parent Options; and (b) provide evidence

in writing of such election to the Parent Option holders.

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 Norton Rose Fulbright LLP or such other counsel selected by the D&O Indemnified Parties.

(b)

The Organizational Documents of the Surviving Entity shall contain, and Parent shall cause the Organizational Documents of the

Surviving Entity to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation

of present and former directors and officers as those presently set forth in the certificate of incorporation and bylaws of Parent.

(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 250% 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 250% of such annual premium, then Parent shall purchase policies

that provide the maximum coverage available at an annual premium equal to 250% 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 Representative to, issue

any press release or make any public disclosure regarding the Contemplated Transactions unless: (a) the other Party shall have

approved such press release or disclosure in writing, such approval not to be unreasonably conditioned, withheld or delayed; or (b)

such Party shall have determined in good faith, upon the advice of outside legal counsel, that such disclosure is required by

applicable Law and, to the extent practicable, before such press release or disclosure is issued or made, such Party advises the

other Party of, and consults with the other Party regarding, the text of such press release or disclosure; provided, however, that

each of the Company and Parent may make any public statement in response to specific questions by the press, analysts, investors or

those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent with

previous press releases, public disclosures or public statements made by the Company or Parent in compliance with this Section

6.8. Notwithstanding the foregoing, a Party need not consult with any other Parties in connection with such portion of any press

release, public statement or filing to be issued or made pursuant to Section 6.2(d) or pursuant to Section 6.3(e).

6.9 Listing. At or

prior to the First Effective Time, Parent shall use its commercially reasonable efforts to (a) maintain its listing on Nasdaq until

the First Effective Time and to obtain approval of the listing of the combined corporation on Nasdaq, (b) to the extent required by

the rules and regulations of Nasdaq, prepare and submit to Nasdaq a notification form for the listing of the Parent Common Shares to

be issued in connection with the Contemplated Transactions, and to cause such shares to be approved for listing (subject to official

notice of issuance); (c) prepare and timely submit to Nasdaq a notification form for the Nasdaq Reverse Split (if required) and to

submit a copy of appropriate evidence effecting the Nasdaq Reverse Split; 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 Shares on Nasdaq (including any

Parent Common Shares 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

Parent shall pay all 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 commercially reasonable 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. 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 would reasonably be expected to prevent the Merger from qualifying for 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 would reasonably be

expected to prevent the Merger from qualifying for 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 commercially reasonable efforts to cause Gibson, Dunn and Crutcher

LLP (or such other nationally recognized law or accounting firm reasonably satisfactory to the Company) to furnish an opinion (as so required

and subject to customary assumptions and limitations), (ii) Parent shall use commercially reasonable efforts to cause Norton Rose Fulbright

US LLP (or such other nationally recognized law or accounting 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 or accounting firm reasonably satisfactory to the Company) and Norton Rose Fulbright

US LLP (or such other nationally recognized law or accounting 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 commercially reasonable 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 Parent Shares 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 Parent Shares.

6.12 Officers and

Directors. Until successors are duly elected or appointed and qualified in accordance with applicable Law, the Parties shall

take all necessary action so that the Persons listed on Section 6.12 of the Company Disclosure Letter are elected or

appointed, as applicable, to the positions of officers or directors of Parent and the Surviving Entity, as set forth therein, to

serve in such positions effective as of the Second Effective Time. If any Person listed on Section ‎ 6.12 of the

Company Disclosure Letter is unable or unwilling to serve as officer or director of Parent or the Surviving Entity, as set forth

therein, the Company shall designate a successor. Notwithstanding the foregoing, at any time prior to the Second Effective Time, the

Company shall have a right to amend Section 6.12 of the Company Disclosure Letter, with respect to officers and directors of

Parent and Surviving Entity, in its sole discretion. The Company shall use commercially reasonable 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. Without limiting Section 9.6, 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, including changing the number of directors of

Parent.

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 Shares or Company Capital Stock, respectively, including any such Contract granting any Person investor

rights, rights of first refusal, registration rights or director registration rights, to be terminated immediately prior to the

First Effective Time, without any liability being imposed on the part of Parent or the Surviving Entity.

6.14 Section 16

Matters. Prior to the First Effective Time, Parent shall take all such steps as may be required to cause any acquisitions of

Parent Common Shares and any options to purchase Parent Common Shares 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 Parent Shares,

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

Documents. From the date of this Agreement to the First Effective Time, Parent shall use commercially reasonable efforts to

timely file with the SEC and Canadian Securities Regulators 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 and the Canadian Securities Regulators pursuant to Canadian Securities Laws (the “Parent 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 Parent Document

filed by Parent with the SEC and Canadian Securities Regulators (a) shall comply in all material respects with the applicable

requirements of the Exchange Act and the Securities Act and Canadian Securities Laws, 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 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 commercially reasonable 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 Parent Shares substantially contemporaneously with

the Closing in a manner which preserves to the extent possible, the amount of funds ultimately received by Parent and its

Subsidiaries, and the number of Parent Shares ultimately held by the investor in respect of such amounts as though the Company

Pre-Closing Financing has been consummated by its terms. In the event that all conditions in the Subscription Agreement have been

satisfied, the Company shall use its commercially reasonable 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 commercially reasonable 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.

6.19 Wind-Down

Activities. 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 6.19 of the Parent Disclosure Letter.

6.20 Parent Legacy

Transaction. To the extent any Parent Legacy Transaction consists of a dividend or other distribution on the Parent Common

Shares and Parent Preferred Shares outstanding prior to the First Effective Time, then ninety percent (90%) of the assets of the

Parent Legacy Business available for distribution (such assets available for distribution subject to the consent of the Company, not

to be unreasonably withheld, conditioned or delayed) may be so distributed (such dividend or other distribution, the

“Parent Legacy Transaction Distribution”), in which case such assets shall be deposited with Parent’s

transfer agent for further distribution to the holders of the Parent Common Shares and to the holders of the Parent Preferred

Shares, in each case, outstanding as of the record date of the Parent Legacy Transaction Distribution.

6.21 Termination of

Certain Agreements. 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.

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, the Competition Act, the ICA 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 Shareholder 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.

7.6 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.

7.7 Continuation

Authorization. Parent shall have received the Continuation Authorization.

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; and

(e)

the Lock-Up Agreements, duly executed by the Persons listed on Section B of the Company Disclosure Letter, which shall be

in full force and effect.

8.4 No Company Material

Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect that is

continuing.

8.5 Company Stockholder

Written Consent. The Company Stockholder Written Consent executed by the stockholders of the Company collectively constituting

the Required Company Stockholder Vote shall have been obtained and remain in full force and effect.

8.6 Company Pre-Closing

Financing. The Subscription Agreement shall be in full force and effect and proceeds of not less than the Minimum Concurrent

Investment Amount shall have been received by the Company or will be received by the Company substantially concurrently with the

Closing in connection with the consummation of the transactions contemplated by the Subscription Agreement.

Section 9. Additional Conditions

Precedent to Obligation of the Company.

The obligations of the Company

to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the

written waiver by the Company, at or prior to the Closing, of each of the following conditions:

9.1 Accuracy of

Representations. The Parent Fundamental Representations shall have been true and correct in all material respects as of the date

of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of

such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case

such representations and warranties shall be true and correct as of such date). The Parent Capitalization Representations shall have

been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date

with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de

minimis, individually or in the aggregate, (y) for those representations and warranties which address matters only as of a

particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth

in the preceding clause (x), as of such particular date). The representations and warranties of Parent and Merger Subs contained in

this Agreement (other than the Parent Fundamental Representations and the Parent Capitalization Representations) shall have been

true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force

and effect as if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct

would not reasonably be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any

Parent Material Adverse Effect or other materiality qualifications) or (b) for those representations and warranties which address

matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications as set

forth in the preceding clause (a), as of such particular date) (it being understood that, for purposes of determining the accuracy

of such representations and warranties, any update of or modification to the Parent Disclosure Letter made or purported to have been

made after the date of this Agreement shall be disregarded).

9.2 Performance of

Covenants. Parent and Merger Subs shall have performed or complied with in all material respects all of their agreements and

covenants required to be performed or complied with by each of them under this Agreement at or prior to the First Effective

Time.

9.3 Documents. The

Company shall have received the following documents, each of which shall be in full force and effect:

(a)

a certificate executed by an executive officer of Parent certifying that the conditions set forth in Sections 9.1,

‎9.2 and ‎9.4 have been duly satisfied;

(b)

written resignations in forms satisfactory to the Company, dated as of the Closing Date and effective as of the Closing executed

by the officers and directors of Parent who are not to continue as officers or directors of Parent pursuant to Section 6.12

hereof; and

(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 Dividends. If

Parent declares, as the case may be, the Parent Pre-Closing Distribution or the Parent Legacy Transaction Distribution, then such

Parent Pre-Closing Distribution or Parent Legacy Transaction Distribution shall have been deposited by Parent with Parent’s

transfer agent for further distribution to the holders of the Parent Common Shares outstanding as of the record date of such Parent

Pre-Closing Distribution or Parent Legacy Transaction Distribution.

9.6 Preferred

Shares. The Parent shall deliver evidence satisfactory to the Company that the Parent Convertible Preferred Shares have been

validly created in accordance with applicable Law.

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 Shareholder Matters by Parent 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 December 31, 2026 (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, the Competition Act or the ICA have not expired or otherwise

been terminated by the date which is thirty (30) days prior to the End Date, then either the Company or Parent shall be entitled to extend

the End Date for an additional thirty (30) 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 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 Shareholder Meeting (including any adjournments and postponements thereof) shall

have been held and completed and Parent Shareholders shall have taken a final vote on the Parent Shareholder Matters and (ii) the

Parent Shareholder Matters shall not have been approved at the Parent Shareholder Meeting (or at any adjournment or postponement thereof)

by the Required Parent Shareholder 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 Shareholder 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 Shareholder Matters by the Required Parent Shareholder 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 Shareholder Matters by the Required Parent Shareholder 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); or

(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.

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 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.

(b)

If (i) this Agreement is terminated by Parent or the Company pursuant to Section ‎10.1(e) or by the Company

pursuant to Section ‎10.1(f), (ii) at any time after the date of this Agreement and prior to the Parent Shareholder

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 liquidation, dissolution

and winding up of Parent), then Parent shall pay to the Company, within ten (10) Business Days after termination (or, if applicable, upon

such entry into a definitive agreement or consummation of a Subsequent Transaction), a nonrefundable fee in an amount equal to $400,000

(the “Company Termination Fee”).

(c)

If (A) (i) this Agreement is terminated by Parent pursuant to Section 10.1(d), (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, or (B) this Agreement is terminated by Parent pursuant to: (i) 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 (x) the Company’s

breach of the Subscription Agreement, or (y) the Company otherwise having consented to the termination of the Subscription Agreement,

and (ii) Section 10.1(g), then the Company shall pay to Parent, within ten (10) Business Days after termination (or, if applicable,

upon such entry into a definitive agreement or consummation of a Subsequent Transaction), a nonrefundable fee in an amount equal to $4,000,000

(the “Parent Termination Fee”).

(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 Shareholder 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:

InMed Pharmaceuticals, Inc.

Suite 1445 – 885 West Georgia St.

Vancouver, British Columbia

Canada V6C 3E8

Attention: Eric Adams

Email: eadams@inmedpharma.com

with a copy to (which shall

not constitute notice):

Norton Rose Fulbright Canada LLP

510 West Georgia Street, Suite 1800

Vancouver, British Columbia, Canada V6B 0M3

Attention: Janet Grove, Trevor Zeyl

Email: janet.grove@nortonrosefulbright.com, trevor.zeyl@nortonrosefulbright.com

if to the Company:

Mentari Therapeutics, Inc.

221 Crescent Street, Building 23, Suite

105

Waltham, MA 02453

Attention: Keri Lantz

Email: keri.lantz@paragontherapeutics.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.

11.12 Transferred

Information. Each Party agrees that the Personal Information disclosed or conveyed from one party to the other (the

“Transferred Information”) is necessary to determine whether to proceed with and to carry out and complete the

Contemplated Transactions. Each Party covenants to comply with applicable Privacy Law as it relates to the Transferred Information.

Without limiting the generality of the foregoing, the Parties agree that: (i) up to and including the completion of the Contemplated

Transactions, the collection, use and disclosure of Transferred Information is restricted to those purposes that relate to the

Contemplated Transactions; and (ii) following the completion of the Contemplated Transactions, the use and disclosure of the

Transferred Information is restricted to those purposes for which the Transferred Information was initially collected unless other

purposes are permitted by applicable Privacy Law.

[Remainder of page intentionally left blank]

Witness Whereof, the Parties have caused this Agreement to be executed as of the date first above written.

InMed Pharmaceuticals Inc.

By:

Name:

Title:

INDIGO MERGER SUB CORP.

By:

Name:

Title:

INDIGO MERGER SUB II, 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.

Mentari Therapeutics, Inc.

By:

Name:

Title:

[Signature Page to Agreement and Plan of Merger

and Reorganization]

Exhibit A-1

Form of Parent Shareholder 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

Parent Convertible Preferred Share Terms

Exhibit F

Form of CVR Agreement

Exhibit G

Form of Pre-Funded Warrant

EX-10.1 — FORM OF SHAREHOLDER SUPPORT AGREEMENT

EX-10.1

Filename: ea029148201ex10-1.htm · Sequence: 3

Exhibit 10.1

FORM OF PARENT SUPPORT AGREEMENT

This Support Agreement (this

“Agreement”) is made and entered into as of May 19, 2026, by and among Mentari Therapeutics, Inc., a Delaware corporation

(the “Company”), InMed Pharmaceuticals Inc., a company incorporated under the laws of the Province of British Columbia

(“Parent”), and the undersigned shareholder of Parent (the “Shareholder” and each of the Shareholder,

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

of Parent (the “First Merger Sub”) and Indigo Merger Sub II, 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 Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of Parent Capital Stock

as indicated in Appendix A.

WHEREAS, as a condition and

inducement to the willingness of Parent, Mergers Subs and the Company to enter into the Merger Agreement, Parent has required that Shareholder

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 Shareholder 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 Shareholder 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 capital stock or other equity securities of Parent that such

Shareholder acquires or with respect to which such Shareholder otherwise acquires sole or shared voting power (including any proxy), whether

beneficial or of record, or otherwise owned by such Shareholder after the execution and delivery of this Agreement and expiring on the

Expiration Date, whether by exercise of any Parent Options or otherwise, including, without limitation, by gift, succession, in the event

of a stock split or as a dividend or distribution of any Shares.

Page 1

or “Transferred” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange,

pledge or hypothecation, or the grant, creation or suffrage of an Encumbrance, lien, security interest or encumbrance in or upon, or the

gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary

or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest

therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy

or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition,

and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

2. Transfer

and Voting Restrictions. The Shareholder 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 Shareholder shall not Transfer any of the Shareholder’s Shares, 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 Shareholder will not commit any act that would restrict the Shareholder’s legal power, authority and right to vote

all of the Shares held by the Shareholder or otherwise prevent or disable the Shareholder 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 Shareholder shall not enter into any voting agreement with any person or entity with respect to any of the Shareholder’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 Shareholder’s legal power, authority or right to vote the Shareholder’s Shares in favor

of the Parent Shareholder Matters.

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Entity, the Shareholder 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 Shareholder contained herein untrue or incorrect or have the effect of restricting the Shareholder’s

legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Shareholder from performing any

of such Shareholder’s obligations under this Agreement.

(d) Notwithstanding

anything else herein to the contrary, the Shareholder 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 Shareholder or, if the Shareholder

is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Shareholder,

(ii) to such Shareholder’s Affiliates (in each case, directly or indirectly), (iii) to any trust or other entity for the direct

or indirect benefit of the Shareholder or the immediate family of the Shareholder (or, if the Shareholder 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 Shareholder)

or otherwise for estate tax or estate planning purposes, (iv) in the case of a Shareholder who is not a natural person, by pro rata distributions

from the Shareholder to its members, partners, or shareholders pursuant to the Shareholder’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.

Page 2

(e) Notwithstanding

anything to the contrary herein, nothing in this Agreement shall obligate the Shareholder to exercise any option or any other right to

acquire any shares of Parent Capital Stock.

3. Agreement

to Vote Shares. The Shareholder covenants to Parent and the Company as follows:

(a) Until

the Expiration Date, at every meeting of the Shareholders of Parent called to vote upon the Parent Shareholder Matters, however called,

and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Parent, the

Shareholder shall be present (in person or by proxy) and vote, or exercise its right to consent with respect to, all Shares held by the

Shareholder (A) in favor of the Parent Shareholder Matters, and (B) against any Acquisition Proposal.

(b) If

the Shareholder is the beneficial owner, but not the record holder, of Shares, the Shareholder 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 Shareholder’s Shares in accordance

with this Section 3‎.

the event of a stock split, stock dividend or distribution, or any change in the capital stock of Parent by reason of any split-up, reverse

stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares”

shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which

or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4. Action

in Shareholder Capacity Only. The Shareholder is entering into this Agreement solely in the Shareholder’s capacity as a record

holder and beneficial owner, as applicable, of its Shares and not in the Shareholder’s capacity as a director or officer of Parent.

Nothing herein shall limit or affect the Shareholder’s ability to exercise the Shareholder’s fiduciary duties as an officer

or director of Parent.

5. Irrevocable

Proxy. The Shareholder hereby revokes (or agrees to cause to be revoked) any proxies that the Shareholder has heretofore granted with

respect to its Shares. In the event and to the extent that the Shareholder fails to vote the Shares in accordance with Section 3

at any applicable meeting of the shareholders of Parent or pursuant to any applicable written consent of the shareholders of Parent, the

Shareholder 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 its name, place

and stead, to (a) attend any all meetings of the Parent shareholders 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 shareholders or at any meeting of Parent shareholders 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 Shareholder 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 Shareholder, 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 Shareholder hereby affirms that the proxy set forth

in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent, Mergers Subs and

the Company to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section

Page 3

6. No

Solicitation. The Shareholder 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 Shareholder hereby represents and warrants that the Shareholder has read

Section 5.4 of the Merger Agreement.

7. Documentation

and Information. The Shareholder 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 Shareholder’s

identity and ownership of the Shares and the nature of the Shareholder’s commitments and obligations under this Agreement.

8. Representations

and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and the Company as follows:

(a) (i)

The Shareholder 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 Shareholder 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 Shareholder

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 Shareholder 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 Shareholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of

the Shareholder’s Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the

Shareholder’s Shares, deposited any of the Shareholder’s Shares in a voting trust or entered into any arrangement or agreement

with any person limiting or affecting the Shareholder’s legal power, authority or right to vote the Shareholder’s Shares on

any matter.

Agreement has been duly and validly executed and delivered by the Shareholder and (assuming the due authorization, execution and delivery

by the other Parties) constitutes a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with

its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement by the Shareholder and the performance

by the Shareholder 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 Shareholder is a party or bound, or any applicable law to which the Shareholder (or any of the Shareholder’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 Shareholder’s ability to perform its obligations under this

Agreement.

Page 4

(d) The

execution, delivery and performance of this Agreement by the Shareholder 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 Shareholder’s ability to perform its obligations under this Agreement.

(e) The

Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of the Shareholder’s own choosing.

The Shareholder has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the Contemplated Transactions.

The Shareholder 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 Shareholder understands that such Shareholder (and not Parent, the Company or the Surviving Entity) shall be responsible for such

Shareholder’s tax liability that may arise as a result of the Merger or the Contemplated Transactions. The Shareholder understands

and acknowledges that the Company, Parent and the Merger Subs are entering into the Merger Agreement in reliance upon the Shareholder’s

execution, delivery and performance of this Agreement.

(f) With

respect to the Shareholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge

of the Shareholder, threatened against, the Shareholder or any of the Shareholder’s properties or assets (including the Shares)

that would reasonably be expected to prevent or materially delay or impair the ability of the Shareholder 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, (c) the amendment of the Merger

Agreement, without the prior written consent of the Shareholder, in a manner that affects the economics or material terms of the Merger

Agreement in a manner that is adverse to the Shareholder and (d) the time this Agreement is terminated upon the written agreement of the

Shareholder, 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.

Page 5

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, except to the extent the provisions of the laws

of the Province of British Columbia are mandatorily applicable to the Merger or the fiduciary duties of the board of directors or officers

of Parent and provided, that the provisions of this Agreement which by their terms are governed by the laws of the Province of British

Columbia shall be governed and construed in accordance with the laws of the Province of British Columbia. 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.

Page 6

(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 Shareholder, to the Shareholder’s address, electronic mail address or

facsimile shown below Shareholder’s signature to this Agreement.

(i) Confidentiality.

Except to the extent required by applicable Law or regulation, the Shareholder 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 Shareholder 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 Shareholder 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]

Page 7

IN WITNESS WHEREOF, the undersigned

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

COMPANY:

MENTARI THERAPEUTICS, INC.

By:

Name:

Title:

[Signature Page to Parent Shareholder Support Agreement]

IN WITNESS WHEREOF, the undersigned

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

Parent:

INMED PHARMACEUTICALS INC.

By:

Name:

Title:

[Signature Page to Parent Shareholder Support Agreement]

IN WITNESS WHEREOF, the undersigned

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

[SHAREHOLDER],

in his/her capacity as the Shareholder:

Signature: _______________

Address:

_______________________

[Signature Page to Parent Shareholder Support Agreement]

Appendix A

EX-10.2 — FORM OF STOCKHOLDER SUPPORT AGREEMENT

EX-10.2

Filename: ea029148201ex10-2.htm · Sequence: 4

Exhibit 10.2

FORM OF COMPANY SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is made

and entered into as of May 19, 2026, by and among Mentari Therapeutics, Inc., a Delaware corporation (the “Company”),

InMed Pharmaceuticals Inc., a company incorporated under the laws of the Province of British Columbia (“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 Indigo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (the “First Merger Sub”),

and Indigo Merger Sub II, LLC a Delaware limited liability company (the “Second Merger Sub” and, together with the

First Merger Sub, “Merger Subs”), have entered into an Agreement and Plan of Merger and Reorganization (as such agreement

may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to

which (i) the First Merger Sub will merge with and into the Company, with the Company surviving the merger as the surviving corporation

and a wholly owned subsidiary of Parent and (ii) the Company will merge with and into the Second Merger Sub, with Second Merger Sub being

the surviving entity of the Second Merger, upon the terms and subject to the conditions set forth in the Merger Agreement (together, the

“Merger”).

WHEREAS, as of the date hereof, the Stockholder is the beneficial owner

(as defined in Rule 13d-3 under the Exchange Act) of such number of shares of Company Capital Stock as indicated in Appendix A.

WHEREAS, as a condition and inducement to the willingness of Parent,

Merger Subs and the Company to enter into the Merger Agreement, Parent has required that Stockholder enter into this Agreement.

NOW, THEREFORE, intending to be legally bound, the Parties hereby agree

as follows:

1. Certain

Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:

(a) “Constructive

Sale” means, with respect to any security, (i) a short sale with respect to such security, (ii) entering into or acquiring a

derivative contract with respect to such security, (iii) entering into or acquiring a futures or forward contract to deliver such security

or (iv) entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially

changing the economic benefits or risks of ownership of such security.

(b) “Shares”

means (i) all shares of Company Capital Stock and any other equity securities of the Company beneficially owned by the Stockholder as

of the date hereof, including such securities indicated in Appendix A, (ii) all additional shares of Company Capital Stock acquired,

whether beneficially owned or of record, by the Stockholder during the period commencing with the execution and delivery of this Agreement

and expiring on the Expiration Date (as defined below), and (iii) any shares of Company Capital Stock or other equity securities of the

Company that are issued to such Stockholder or such Stockholder acquires or with respect to which such Stockholder otherwise acquires

sole or shared voting power (including any proxy), whether beneficial or of record, or otherwise owned by such Stockholder after the execution

and delivery of this Agreement and expiring on the Expiration Date, whether by exercise of any Company Options or otherwise, including,

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

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or “Transferred” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange,

pledge or hypothecation, or the grant, creation or suffrage of an Encumbrance, lien, security interest or encumbrance in or upon, or the

gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary

or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest

therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy

or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition,

and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

2. Transfer

and Voting Restrictions. The Stockholder covenants to Parent and the Company as follows:

(a) Except

as otherwise permitted by Section ‎2‎(c), during the period commencing with the execution and delivery of this Agreement

and expiring on the Expiration Date (as defined below), the Stockholder shall not Transfer any of the Stockholder’s Shares, publicly

announce its intention to Transfer any of its Shares.

(b) Except

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Authority, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and right to vote

all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations

under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement,

the Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Stockholder’s Shares,

grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any Shares

in a voting trust or otherwise enter into any agreement or arrangement with any person or entity in each case which has the effect of

limiting or affecting the Stockholder’s legal power, authority or right to execute and deliver the Company Stockholder Written Consents

or otherwise vote in favor of Company stockholder matters.

as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental

Entity, the Stockholder will not enter into any Contract, option, commitment or other arrangement or understanding with respect to the

direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled

whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make

any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s

legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any

of such Stockholder’s obligations under this Agreement.

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(d) Notwithstanding

anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or

by intestacy to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder or, if the Stockholder

is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder,

(ii) to such Stockholder’s Affiliates (in each case, directly or indirectly), (iii) to any trust or other entity for the direct

or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership

or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder)

or otherwise for estate tax or estate planning purposes, (iv) in the case of a Stockholder who is not a natural person, by pro rata distributions

from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (v) purchased

on or about the Closing Date from the Company pursuant to the Company Pre-Closing Financing, (vi) pursuant to applicable Law or by operation

of law pursuant to a qualified domestic relations order or in connection with a divorce settlement and (vii) pursuant to the exercise

of any option to purchase any Company Capital Stock or settlement of any restricted stock units, including in order to pay the exercise

price of such option or otherwise satisfy taxes applicable thereto; provided, that in the cases of clauses (i)-(vii) (except clause

(v)), (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable direct transferee (if any) of such

Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement

upon consummation of the Transfer if not already a party thereto. Any action taken in violation of Section ‎2(a) through Section

2(d) shall be null and void ab initio.

(e) Notwithstanding

anything to the contrary herein, nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to

acquire any shares of Company Capital Stock.

3. Agreement

to Vote Shares. The Stockholder covenants to Parent and the Company as follows:

(a) Until

the Expiration Date, at every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof,

and on every action or approval by written consent of the stockholders of the Company, the Stockholder shall be present (in person or

by proxy) and vote, or exercise its right to consent with respect to, all Shares held by the Stockholder (A) in favor of the adoption

and approval of the Merger Agreement, (B) in favor of approval of the Contemplated Transactions, (C) against approval of any proposal

made in opposition to, or in competition with, the Merger Agreement or the consummation of the Contemplated Transactions and (D) against

any Acquisition Proposal.

(b) If

the Stockholder is the beneficial owner, but not the record holder, of Shares, the Stockholder agrees to take all actions necessary to

cause the record holder and any nominees to be present (in person or by proxy) and vote all the Stockholder’s Shares in accordance

with this Section ‎3.

the event of a stock split, stock dividend or distribution, or any change in the capital stock of the Company by reason of any split-up,

reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Shares”

shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which

or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4. Action

in Stockholder Capacity Only. The Stockholder is entering into this Agreement solely in the Stockholder’s capacity as a record

holder and/or beneficial owner, as applicable, of its Shares and not in the Stockholder’s capacity as a director or officer of the

Company. Nothing herein shall limit or affect the Stockholder’s ability to exercise the Stockholder’s fiduciary duties as

an officer or director of the Company.

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5. Irrevocable

Proxy. The Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that the Stockholder has heretofore granted with

respect to its Shares. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section ‎3

at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders of the

Company, the Stockholder shall be deemed to have irrevocably granted to, and appointed, the Company and any individual designated in writing

by it, and each of them individually, as his, her or its proxy and attorney-in-fact (with full power of substitution), for and in its

name, place and stead, to (a) attend any all meetings of the Company stockholders with respect to any of the matters specified in Section

‎3 and (b) vote, express consent, dissent or grant, withhold or issue instructions to the record holder to vote his, her or its

Shares in any action by written consent of Company stockholders or at any meeting of the Company’s stockholders called with respect

to any of the matters specified in, and in accordance and consistent with, Section ‎3 of this Agreement. The Company agrees

not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. Except as otherwise provided

for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked

and that such irrevocable proxy is executed and intended to be irrevocable (and as such shall survive and not be affected by the death,

incapacity, mental illness or insanity of the Stockholder, as applicable) and shall not be terminated by operation of law or upon the

occurrence of any other event other than the termination of this Agreement pursuant to Section 9. Notwithstanding any other provisions

of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate on the Expiration Date. The Stockholder hereby

affirms that the proxy set forth in this Section ‎5 is given in connection with and granted in consideration of and as an inducement

to the Company, Parent and the Merger Subs to enter into the Merger Agreement and that such proxy is given to secure the obligations of

the Stockholder under Section ‎3.

6. No

Solicitation. The Stockholder agrees not to directly or indirectly, including through any of its officers, directors or agents, take

any action that the Company is prohibited from taking pursuant to Section 5.4 of the Merger Agreement and Section 5.4 of the Merger Agreement

is hereby incorporated by reference mutatis mutandis. The Stockholder hereby represents and warrants that the Stockholder has read

Section 5.4 of the Merger Agreement.

7. Documentation

and Information. The Stockholder shall permit and hereby authorizes Parent and the Company to publish and disclose in all documents

and schedules filed with the SEC, and any press release or other disclosure document that Parent or the Company reasonably determines

to be necessary in connection with the Merger and any of the Contemplated Transactions, a copy of this Agreement, the Stockholder’s

identity and ownership of the Shares and the nature of the Stockholder’s commitments and obligations under this Agreement.

8. No

Exercise of Appraisal Rights; Waivers. The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be

waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice

requirements related thereto) relating to the Contemplated Transactions that Stockholder may have by virtue of, or with respect to, any

Shares under any applicable Law (including all rights under Section 262 of the DGCL, a copy of which is attached hereto as Appendix

B) and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate

in any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges

the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that (A) the execution and delivery

of this Agreement by the Stockholder breaches any duty that such Stockholder has (or may be alleged to have) to the Company or to the

other Company stockholders, (B) the approval of the Merger Agreement by the Company Board breaches any fiduciary duty of the Company Board

or any member thereof, or (C) the Contemplated Transactions constitute a breach of any fiduciary duty of the Company Board or any member

thereof; provided, that (x) the Stockholder may defend against, contest or settle any such action, claim, suit or cause of action

brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or securityholder of the

Company and (y) the foregoing shall not limit or restrict in any manner the Stockholder from enforcing the Stockholder’s rights

under this Agreement and the other agreements entered into by the Stockholder in connection herewith, or otherwise in connection with

the Merger, including the Stockholder’s right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

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9. Representations

and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and the Company as follows:

(a) (i)

The Stockholder is the beneficial owner of the shares of Company Capital Stock indicated in Appendix A (each of which shall be

deemed to be “held” by the Stockholder for purposes of Section ‎3 unless otherwise expressly stated with respect

to any shares in Appendix A), free and clear of any and all Encumbrances (except, if applicable, for any Encumbrance that may be

imposed pursuant to this Agreement, any lock-up agreement entered into by and between the Stockholder, the Company and Parent, and Encumbrances

arising under applicable securities or community property laws); and (ii) the Stockholder does not beneficially own any securities of

the Company other than the shares of Company Capital Stock and rights to purchase shares of Company Capital Stock set forth in Appendix

(b) Except

as otherwise provided in this Agreement, the Stockholder has full power and authority to (i) make, enter into and carry out the terms

of this Agreement and (ii) vote all of its Shares in the manner set forth in this Agreement without the consent or approval of, or any

other action on the part of, any other person or entity (including any Governmental Authority). Without limiting the generality of the

foregoing, the Stockholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of

the Stockholder’s Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the

Stockholder’s Shares, deposited any of the Stockholder’s Shares in a voting trust or entered into any arrangement or agreement

with any person limiting or affecting the Stockholder’s legal power, authority or right to vote the Stockholder’s Shares on

any matter.

Agreement has been duly and validly executed and delivered by the Stockholder and (assuming the due authorization, execution and delivery

by the other Parties) constitutes a valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with

its terms, subject to the Enforceability Exceptions. The execution and delivery of this Agreement by the Stockholder and the performance

by the Stockholder of the agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or

constitute a default under any term of any Contract or, if applicable, any provision of an organizational document (including a certificate

of incorporation) to or by which the Stockholder is a party or bound, or any applicable law to which the Stockholder (or any of the Stockholder’s

assets) is subject or bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would

not reasonably be expected to materially impair or adversely affect the Stockholder’s ability to perform its obligations under this

Agreement.

(d) The

execution, delivery and performance of this Agreement by the Stockholder do not and will not require any consent, approval, authorization

or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization,

permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not

materially impair the Stockholder’s ability to perform its obligations under this Agreement.

(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.

Page 5

(f) With

respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge

of the Stockholder, threatened against, the Stockholder or any of the Stockholder’s properties or assets (including the Shares)

that would reasonably be expected to prevent or materially delay or impair the ability of the Stockholder to perform its obligations hereunder

or to consummate the transactions contemplated hereby.

10. Certain

Agreements. Each Stockholder, by this Agreement, and with respect to such Stockholder’s Shares, severally and not jointly, hereby

agrees to terminate, subject to the occurrence of, and effective immediately prior to, the First Effective Time any stockholder agreements,

voting agreements, registration rights agreements, co-sale agreements and any other similar Contracts between the Company and holders

of Company Capital Stock, including rights under any letter agreement providing for redemption rights, put rights, purchase rights, information

rights, rights to consult with and advise management, inspection rights, preemptive rights, board of directors observer rights or rights

to receive information delivered to the board of directors or other similar rights not generally available to stockholders of the Company

between the Stockholder and the Company, including Investor Agreements, but excluding, for the avoidance of doubt, any rights the Stockholder

may have that relate to any indemnification, commercial, development or employment agreements or arrangements between such Stockholder

and the Company or any subsidiary of the Company, which shall survive in accordance with their terms. Each Stockholder hereby terminates

and waives all rights of first refusal, redemption rights and rights of notice of the Merger and the other transactions contemplated by

the Merger Agreement, effective as of immediately prior to, and contingent upon, the First Effective Time.

11. Termination.

This Agreement shall terminate and shall cease to be of any further force or effect as of the earliest of (a) such date and time as the

Merger Agreement shall have been terminated pursuant to the terms thereof, (b) the First Effective Time and (c) the time this Agreement

is terminated upon the written agreement of the Stockholder, the Company and Parent (such date, the “Expiration Date”);

provided, however, that (i) Section ‎12 shall survive the termination of this Agreement and (ii)

the termination of this Agreement shall not relieve any Party from any liability for any material and willful breach of this Agreement

prior to the First Effective Time.

12. Miscellaneous

Provisions.

(a) Amendments.

No amendment of this Agreement shall be effective against any Party unless it shall be in writing and signed by each of the Parties.

(b) Entire

Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile. This Agreement constitutes the entire agreement between

the Parties and supersedes all other prior agreements, arrangements and understandings, both written and oral, among the Parties with

respect to the subject matter hereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original

and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise)

by all Parties by facsimile or electronic transmission in PDF format shall be sufficient to bind the Parties to the terms and conditions

of this Agreement.

Page 6

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless

of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the

Parties arising out of or relating to this Agreement, each of the Parties: (i) irrevocably and unconditionally consents and submits to

the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject

matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii)

agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i)

of this Section ‎12(c), (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives

any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party, (v) agrees that service of process

upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section ‎12‎(h)