Form 8-K

8-K — Twin Vee PowerCats, Co.

Accession: 0001731122-26-000931

Filed: 2026-07-13

Period: 2026-07-10

CIK: 0001855509

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Entry into a Material Definitive Agreement

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 — e7774_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (e7774_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (e7774_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (e7774_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (e7774_ex99-2.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July

10, 2026

TWIN

VEE POWERCATS CO.

(Exact name of registrant as

specified in its charter)

Nevada

001-40623

27-1417610

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

3101 S. US-1

Ft. Pierce, Florida

34982

(Address of principal executive offices)

(Zip Code)

(772) 429-2525

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since last

report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

VEEE

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging

growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

-1-

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On July 12, 2026, Twin Vee PowerCats Co., a Nevada corporation (the “Company”),

USFM Corporation, a Colorado corporation (the “Acquiror”), and USFM Merger Sub Inc., a Nevada corporation and wholly-owned

subsidiary of the Acquiror (“Merger Sub” and together with the Acquiror, the “Acquiror Entities”), entered into

an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set

forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing

as the surviving corporation in the Merger (the “Surviving Company”) as a wholly owned subsidiary of Acquiror. The Company’s

shares are currently publicly traded on the Nasdaq Capital Market.

On the terms and subject to the conditions set forth in the Merger Agreement,

at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock, par

value $0.001 per share, of the Company (the “Shares”), that is issued and outstanding immediately prior to the Effective Time

(other than certain Shares to be canceled pursuant to the terms of the Merger Agreement and Dissenting Shares (as defined in the Merger

Agreement)) will be converted into the right to receive a pro rata portion of an aggregate number of shares of the Acquiror’s common

stock, no par value (“Acquiror Shares”), that represent 10% of the issued and outstanding Acquiror Shares immediately following

the Effective Time (calculated on a fully diluted basis) (the “Company Consideration Shares”).

In addition, pursuant to the Merger Agreement, effective as of the Effective

Time, automatically and without any action on the part of the holder thereof, (a) each Company Convertible Security (as defined in the

Merger Agreement) shall be accelerated and fully vested, and converted into the right to receive a pro rata portion of the Company Consideration

Shares and (b) each Company Common Stock Warrant (as defined in the Merger Agreement) shall be assumed by the Surviving Company and shall

become a corresponding warrant of Acquiror.

The Company is subject to customary restrictions on its ability to solicit

alternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third

parties regarding alternative acquisition proposals. However, prior to the receipt of the approval of the Merger from the Company’s

stockholders, the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows the Company,

under certain circumstances, to provide information to and participate in negotiations or discussions with third parties with respect

to an alternative acquisition proposal if it determines in good faith, after consultation with outside legal counsel, that the failure

to take such action would reasonably be expected to be a violation of the Company’s board of directors’ fiduciary duties under

applicable law. In addition, the Company’s board of directors, after satisfying certain notice requirements to the Acquiror, may

change its recommendation with respect to the Merger if it determines in good faith, after consultation with outside legal counsel, that

the failure to do so under certain circumstances specified in the Merger Agreement would reasonably be expected to be a violation of the

Company’s board of directors’ fiduciary duties under applicable law.

-2-

The Merger Agreement contains certain termination rights, and provides that,

upon termination of the Merger Agreement under specified circumstances, the Acquiror may be required to pay the Company a termination

fee of $500,000 and the Company would be required to pay the Acquiror a termination fee of $1,500,000. Specifically, if the Merger Agreement

is terminated (a) in connection with either failure of the Acquiror to obtain its stockholders approval of the Merger or (b) subject to

certain conditions, in the event the Merger is not consummated prior to the “end date” of October 31, 2026, then, in either

case, the $500,000 termination fee will be payable by the Acquiror to the Company upon termination. In addition, if the Company terminates

the Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement) in compliance with the terms of the Merger Agreement

or in connection with a Company Intervening Event (as defined in the Merger Agreement), the $1,500,000 termination fee will be payable

by the Company to the Acquiror upon termination.

The Merger Agreement contains customary representations,

warranties and covenants of the Company, Merger Sub and the Acquiror, including, among others, covenants that: (a) each party will conduct

its business in the ordinary course of its business during the interim period between the execution of the Merger Agreement and the Effective

Time, (b) each party will not engage in certain types of transactions or take certain actions outside the ordinary course during such

period without the prior consent of the other party. The Merger Agreement also requires each of the Company and the Acquiror to call and

hold a stockholder meeting and for the Company’s board of directors to recommend that the Company’s stockholders approve the

Merger Agreement.

Without limiting the generality of the foregoing,

pursuant to the Merger Agreement, prior to the closing of the Merger, the Company, a newly formed subsidiary (“Assetco”),

and a newly formed Delaware contingent value rights trust (the “Trust”), must consummate the Pre-Closing CVR Restructuring

(as defined below) pursuant to which such parties shall: (a) form Assetco as a wholly-owned subsidiary of the Company; (b) cause the contribution

of all of the Company Assets and Liabilities (as defined in the Merger Agreement) from the Company to Assetco in exchange for all of Assetco’s

issued and outstanding shares of capital stock (the “Assetco Contribution”), using a contribution agreement in a form reasonably

satisfactory to the Acquiror; (c) form the Trust as a wholly-owned subsidiary of the Company; (d) cause the contribution of all of the

issued and outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for all of the Trust’s contingent

value rights interests, using a contribution agreement in a form reasonably satisfactory to the Acquiror; and (e) cause the distribution

of the contingent value rights interests from the Company to the Company’s existing stockholders, using a distribution agreement

in a form reasonably satisfactory to the Acquiror, after which the Company shall retain no ownership or other interest (whether in the

form of stock, trust interests, or otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing CVR Restructuring”).

Following closing of the Merger, the Trust will seek to sell the Company Assets and Liabilities and any net proceeds received from such

sales would ultimately accrue to the benefit of existing Company stockholders.

Consummation of the Merger is subject to various conditions,

including (a) obtaining requisite approval of the Merger from the Company’s and the Acquiror’s stockholders, (b) the Registration

Statement (as defined in the Merger Agreement) filed by the Acquiror with the SEC becoming effective, (c) the absence of certain laws

or orders issued by certain specified governmental entities making illegal or permanently enjoining or prohibiting the Merger, (d) the

Company Consideration Shares being approved for listing on the NYSE, NYSE American, or another applicable stock exchange, (e) the accuracy

of the representations and warranties made by the parties, subject to certain exceptions, (f) the absence of a material adverse effect

on either party that is continuing, (g) consummation of the Pre-Closing CVR Restructuring, and (h) delivery of a fairness opinion.

The foregoing description of the Merger Agreement

and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and

is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and

incorporated into this Current Report on Form 8-K by reference herein.

-3-

The Merger Agreement has been included to provide investors with information

regarding its terms. It is not intended to provide any other factual information about the Company, the Acquiror, or Merger Sub. The representations,

warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates

therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting

parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties

to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the

contracting parties that differ from those applicable to investors. The representations and warranties may also be subject to contractual

standards of materiality that may be different from those generally applicable under the securities laws. Neither the Company nor the

Acquiror’s investors are third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties

and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any

of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties

may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s

or the Acquiror’s public disclosures.

Company Support Agreement

Concurrently with entering into the Merger Agreement, a Company stockholder,

in its capacity as a holder of shares or other equity interests of the Company, entered into a Company Support Agreement with the Acquiror

(the “Support Agreement”) pursuant to which such Company stockholder agreed, among other things, to vote its shares of Company

common stock for the approval of the Merger Agreement and against any alternative proposal. Notwithstanding the foregoing, however, the

Support Agreement terminates upon the termination of the Merger Agreement in accordance with its terms. The foregoing description of the

Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, a copy

of which is filed as Exhibit 99.1 hereto and is hereby incorporated into this Current Report on Form 8-K by reference.

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

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Joseph Visconti, the Company’s Chief Executive Officer and President

has resigned his role as the Company’s Interim Chief Financial Officer, effective as of July 10, 2026.

(c)

On July 11, 2026, the Company appointed Michael P. Dickerson to be the

Company’s Interim Chief Financial Officer.

Michael P. Dickerson was our Chief Financial &

Administrative Officer from April 2024 through February 2026, at which time Mr. Dickerson became a consultant to the Company. Mr. Dickerson

has more than 35 years of corporate experience in senior and executive level finance and operational roles, including finance & accounting,

treasury, investor relations & corporate communications, risk management and other related roles. In February 2024, he served in a

consulting capacity at Savannah River Logistics as their Executive Vice President, Chief Financial & Administrative Officer, and Treasurer.

From August 2022 until November 2023, he served as Vice President, Investor Relations & Risk Management, at Dorman Products, Inc.

(Nasdaq: DORM). From August 2018 to March 2022, he served as Vice President, Corporate Communications & Investor Relations, at Aaron’s

Inc. (NYSE: AAN). We believe Mr. Dickerson’s extensive operational and financial expertise in public companies along with his experience

in various leadership roles make him a valuable member of Twin Vee’s management.

(e)

In connection with Mr. Dickerson’s appointment

as the Company’s Interim Chief Financial Officer, on July 11, 2026, Mr. Dickerson and the Company entered into an amendment to Mr.

Dickerson’s existing consulting agreement. The consulting agreement, which provides that he will provide the Company certain advisory,

financial, strategic, or other professional services as requested by the Company from time to time at a rate of $6,000 per month commencing

April 1, 2026 to December 31, 2026 (unless earlier terminated), was amended to appoint Mr. Dickerson to be the Company’s Interim

Chief Financial Officer and provide him with (a) a grant of 3,970 Restricted Stock Units, which shall be fully vested on the date of grant,

(b) payment to Mr. Dickerson of $25,000 in cash upon the signing of the Merger Agreement and (c) payment to Mr. Dickerson of $25,000 in

cash upon the consummation of the transactions contemplated by the Merger Agreement.

The foregoing description of Mr. Dickerson’s

consulting agreement, as amended, is only a summary and does not purport to be complete and is qualified in its entirety by reference

to the full text of the consulting agreement, as amended, a copy of which is filed as Exhibit 10.1 hereto and incorporated into this Current

Report on Form 8-K by reference herein.

-4-

Item 7.01 Regulation FD Disclosure.

On July 13, 2026, the Company issued a press release announcing the execution

of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference herein.

Additional Information and Where to Find It

The Acquiror intends to file with the SEC a Registration Statement on Form

S-4, which shall include a joint proxy statement of the Acquiror and the Company, in connection with its proposed acquisition of the Company

by the Acquiror and the Acquiror and the Company will furnish or file other materials with the SEC in connection with the proposed transaction.

The definitive proxy statement will be sent or given to the stockholders of the Company and will contain important information about the

proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY

STATEMENT AND THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

The registration statement, proxy statement and other relevant materials (when they become available), and any other documents filed by

the Acquiror and the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security

holders will be able to obtain free copies of the proxy statement from the Company by contacting the Company by telephone at (772) 429-2525,

or by mail to Twin Vee PowerCats Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982.

Participants in the Solicitation

The Company and its directors and officers may

be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed

transaction. Information regarding the interests of these directors and officers in the transaction described herein will be

included in the proxy statement described above. Additional information regarding the directors and executive officers of the

Company is included in the proxy statement for its 2025 Annual Meeting, which was filed with the SEC on October 23, 2025, its Annual

Report on Form 10-K, which was filed with the SEC on February 27, 2026, and is supplemented by other public filings made, and to be

made, with the SEC by the Company and the Acquiror.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within

the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking

statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking

statements, including, but not limited to, the ability of the parties to consummate the proposed transaction; satisfaction of closing

conditions to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on the Company’s

relationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining

to the Company’s business as detailed in its filings with the SEC on Forms 10-K and 10-Q, which are available on the SEC’s

website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of

the date thereof. The Company assumes no obligation to update any forward-looking statement contained in this document except to the extent

required by applicable law.

No Offer or Solicitation

This communication is for informational purposes only and is not intended

to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation

of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

-5-

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

2.1*

Agreement and Plan of Merger, dated as of July 12, 2026, by and among the Acquiror, Merger Sub, and the Company.

10.1

Consulting agreement, by and between Michael P. Dickerson and/or Dickerson Financial Services, LLC, dated February 25, 2026, as amended by the First Amendment to Consulting Agreement, dated July 11, 2026.

99.1

Company Support Agreement, dated as of July 12, 2026, by and among the Acquiror and a stockholder of the Company.

99.2

Press release, dated July 13, 2026.

104

Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

*Certain of the exhibits and schedules to this Exhibit have been omitted

in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon

its request.

-6-

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.

TWIN VEE POWERCATS CO.

By:

/s/ Glenn Sonoda

Glenn Sonoda

In-House Counsel

Date: July 13, 2026

-7-

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: e7774_ex2-1.htm · Sequence: 2

EXHIBIT 2.1

EXECUTION

VERSION

AGREEMENT AND PLAN OF MERGER

by and among

USFM CORPORATION,

USFM MERGER SUB INC., and

TWIN VEE POWERCATS CO.,

Dated as of July 12, 2026

TABLE OF CONTENTS

Page

Article I CERTAIN DEFINITIONS

Section 1.1 Definitions

Section 1.2 Construction

Section 1.3 Knowledge

Article II CLOSING

Section 2.1 The Merger

Section 2.2 Closing

Section 2.3 Closing Deliverables

Article III EFFECTS OF THE MERGER; CONSIDERATION

Section 3.1 Effective Time

Section 3.2 Effects of the Merger

Section 3.3 Conversion of Securities

Section 3.4 Governing Documents

Section 3.5 Directors and Officers

Section 3.6 Exchange Procedures

Section 3.7 Dissenter’s Rights

Section 3.8 Withholding

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1 Company Organization

Section 4.2 Subsidiaries

Section 4.3 Due Authorization

Section 4.4 No Conflict

Section 4.5 Governmental Authorities; Consents

Section 4.6 Capitalization

Section 4.7 Capitalization of Subsidiaries

Section 4.8 SEC Filings; Company Financials; Internal Controls

Section 4.9 Undisclosed Liabilities

Section 4.10 Litigation and Proceedings

Section 4.11 Compliance with Laws

Section 4.12 Contracts; No Defaults

Section 4.13 Company Benefit Plans

Section 4.14 Labor Relations; Employees

Section 4.15 Taxes

Section 4.16 Insurance

Section 4.17 Licenses

Section 4.18 Equipment and Other Tangible Property

Section 4.19 Real Property

Section 4.20 Intellectual Property

Section 4.21 Environmental Matters

Section 4.22 Absence of Changes

Section 4.23 Anti-Corruption Compliance

Section 4.24 Information Supplied

Section 4.25 Transactions with Affiliates

Section 4.26 Brokers’ Fees

Section 4.27 No Additional Representation or Warranties; No Reliance

Article V REPRESENTATIONS AND WARRANTIES OF ACQUIROR ENTITIES

Section 5.1 Acquiror Organization

Section 5.2 Due Authorization

Section 5.3 No Conflict

Section 5.4 Litigation and Proceedings

Section 5.5 Financial Statements; Internal Controls; Listing

Section 5.6 Governmental Authorities; Consents

Section 5.7 Investment Company Act; JOBS Act

Section 5.8 No Undisclosed Liabilities

Section 5.9 Capitalization of Acquiror

Section 5.10 Brokers’ Fees

Section 5.11 Taxes

Section 5.12 Merger Sub Activities

Section 5.13 Employees and Benefits

Section 5.14 Transactions with Affiliates

Section 5.15 Anti-Corruption Compliance

Section 5.16 Information Supplied

Section 5.17 No Additional Representation or Warranties

Article VI COVENANTS OF THE COMPANY

Section 6.1 Conduct of Business

Section 6.2 Pre-Closing CVR Restructuring

Section 6.3 Stockholder Litigation

Section 6.4 Inspection

Section 6.5 Listing

Section 6.6 No Trading

Article VII COVENANTS OF ACQUIROR

Section 7.1 Conduct of Business

Section 7.2 Listing

Section 7.3 Post-Closing Directors and Officers of Acquiror

Section 7.4 Inspection

Article VIII JOINT COVENANTS

Section 8.1 HSR Act; Other Filings

Section 8.2 Preparation of Registration Statement and Proxy Statement; Stockholders’ Meeting and Approvals

Section 8.3 Support of Transaction

Section 8.4 Certain Tax Matters

Section 8.5 Cooperation; Consultation

Section 8.6 Notification

Section 8.7 Indemnification; Directors’ and Officers’ Insurance

Section 8.8 Section 16 Matters

Section 8.9 Consents

Section 8.10 Takeover Statutes

Section 8.11 Exclusivity

Article IX CONDITIONS TO OBLIGATIONS

Section 9.1 Mutual Closing Conditions

Section 9.2 Conditions to Obligations of Acquiror Entities

Section 9.3 Conditions to the Obligations of the Company Entities

Article X TERMINATION/EFFECTIVENESS

Section 10.1 Termination

Section 10.2 Effect of Termination

Section 10.3 Fees and Expenses

Article XI MISCELLANEOUS

Section 11.1 Waiver

Section 11.2 Notices

Section 11.3 Assignment

Section 11.4 Parties in Interest

Section 11.5 Governing Law

Section 11.6 Headings; Counterparts

Section 11.7 Company and Acquiror Disclosure Letters

Section 11.8 Entire Agreement

Section 11.9 Amendments

Section 11.10 Publicity

Section 11.11 Severability

Section 11.12 Jurisdiction; Waiver of Jury Trial

Section 11.13 Enforcement

Section 11.14 Non-Recourse

Section 11.15 Non-Survival of Representations, Warranties and Covenants

iii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger

(this “Agreement”) is made and entered into as of July 12, 2026 by and among (i) USFM Corporation, a Colorado

corporation (the “Acquiror”), (ii) USFM Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of the

Acquiror (“Merger Sub” and together with the Acquiror, the “Acquiror Entities”), and (iii) Twin

Vee PowerCats Co., a Nevada corporation (the “Company”). The Acquiror, Merger Sub and the Company are sometimes referred

to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS

A. WHEREAS,

Merger Sub is a newly incorporated Nevada corporation, formed by Acquiror for the purpose of participating in transactions contemplated

hereby, that is a wholly owned direct Subsidiary of Acquiror;

B. WHEREAS,

the Parties intend to effect a business combination transaction pursuant to which Merger Sub will merge with and into the Company in accordance

with the applicable provisions of the Nevada Act (the “Merger”), with the Company continuing as the surviving entity

(the “Surviving Company”);

C. WHEREAS,

prior to the Closing Date, in accordance with the terms of this Agreement, the Company, Assetco and the Trust will consummate the Pre-Closing

CVR Restructuring;

D. WHEREAS,

concurrently with the execution hereof, certain Company Stockholders have entered into a support agreement (the “Company Support

Agreement”), pursuant to which such Company Stockholders have agreed to, among other things, upon the terms and subject to the

conditions set forth therein, vote their shares of Company Common Stock in favor of the Company Transaction Proposals;

E. WHEREAS,

the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that this Agreement, the

Ancillary Agreements to which it is or will be a party, the Merger and the other transactions contemplated hereby are in the best interests

of the Company and the Company Stockholders, (b) approved and declared the advisability of this Agreement, the Ancillary Agreements to

which the Company is or will be a party, the Merger and the other transactions contemplated hereby, and (c) recommended the approval and

adoption by the Company Stockholders of this Agreement, the Ancillary Agreements to which the Company is or will be a party, the Merger

and the other transactions contemplated hereby (the “Company Board Recommendation”);

F. WHEREAS,

the sole director of Merger Sub (the “Merger Sub Board”) has (a) determined that this Agreement, the Ancillary Agreements

to which it is or will be a party and the transactions contemplated hereby are in the best interests of Merger Sub, (b) approved this

Agreement, the Ancillary Agreements to which Merger Sub is or will be a party, and the transactions contemplated hereby and (c) recommended

the approval and adoption of this Agreement, the Ancillary Agreements to which Merger Sub is or will be a party and the transactions contemplated

hereby by the sole stockholder of Merger Sub;

G. WHEREAS,

the Board of Directors of Acquiror (the “Acquiror Board”) has (a) determined that this Agreement, the Ancillary Agreements

to which it is or will be a party and the transactions contemplated hereby are in the best interests of Acquiror, (b) approved this Agreement,

the Ancillary Agreements to which it is or will be a party and the transactions contemplated hereby, and (c) resolved to recommend that

the Acquiror Stockholders approves this Agreement, the Ancillary Agreements to which Acquiror is or will be a party and the transactions

contemplated hereby; and

H. WHEREAS,

certain capitalized terms used herein are defined in Section 1.1 hereof.

NOW, THEREFORE,

in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement

and intending to be legally bound hereby, the Parties agree as follows:

Article

CERTAIN DEFINITIONS

Section 1.1 Definitions.

As used herein, the following terms shall have the following meanings:

“Acceptable Confidentiality

Agreement” has the meaning specified in Section 8.11(e).

“Acquiror”

has the meaning specified in the Preamble hereto.

“Acquiror Audited Financial

Statements” has the meaning Specified in Section 5.5.

“Acquiror Breakup Fee”

has the meaning specified in Section 10.3(c).

“Acquiror Common Share”

means a share of Acquiror Common Stock.

“Acquiror Common Stock”

means common stock of Acquiror, no par value per share.

“Acquiror Disclosure

Letter” has the meaning specified in the introduction to Article V.

“Acquiror Entities”

has the meaning specified in the Preamble hereto.

“Acquiror Financial Statements”

has the meaning Specified in Section 5.5.

“Acquiror Interim Financial

Statements” has the meaning Specified in Section 5.5.

“Acquiror Material Adverse

Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences,

(a) has had a materially adverse effect on the business, assets, financial condition or results of operations of Acquiror and its

Subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or materially delay or materially impair the ability

of Acquiror or its Subsidiaries to perform any of

their respective covenants or obligations under this Agreement or any Ancillary Agreement

or to timely consummate the transactions contemplated hereby or thereby; provided, that no change, event or occurrence described

in clauses (i) through (x) of the definition of Company Material Adverse Effect (which shall apply as to Acquiror and its Subsidiaries,

mutatis mutandis) shall be deemed to constitute an Acquiror Material Adverse Effect or be taken into account in determining whether

an Acquiror Material Adverse Effect pursuant to clause (a) has occurred; provided, further, that if a change, event

or occurrence related to clause (ii) or clauses (iv) through (vii) of the definition of Company Material Adverse Effect (which

shall apply as to Acquiror and its Subsidiaries, mutatis mutandis) disproportionately adversely affects Acquiror and its Subsidiaries,

taken as a whole, compared to other Persons operating in the same industry as Acquiror and its Subsidiaries, then such disproportionate

impact may be taken into account in determining whether an Acquiror Material Adverse Effect has occurred.

“Acquiror Modification

in Recommendation” has the meaning specified in Section 8.2(b).

“Acquiror Share Amount”

means the number of Acquiror Common Shares to be outstanding immediately prior to the Closing.

“Acquiror Shareholder

Approvals” means the approval of those Acquiror Transaction Proposals identified in clauses (A), (B), (C), (D), (E), (F)

and (G) of Section 8.2(b), at an Acquiror Shareholders’ Meeting duly called by the Acquiror Board and held for such purpose,

in accordance with the applicable provisions of the Colorado Act, the Governing Documents of Acquiror.

“Acquiror Shareholders”

means the stockholders of Acquiror as of immediately prior to the Closing.

“Acquiror Shareholders’

Meeting” has the meaning specified in Section 8.2(b).

“Acquiror Transaction

Expenses” means, without duplication, all out-of-pocket fees and expenses of Acquiror and its Subsidiaries paid or payable (whether

or not billed or accrued for) as a result of or in connection with Acquiror’s pursuit of a business combination with the Company,

the negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby, including: (i) fees,

costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room

administrators, attorneys, accountants and other advisors and service providers (including any deferred underwriting fees incurred by

Acquiror in connection with its initial public offering), and (ii) amounts owing or that may become owed, payable or otherwise due,

directly or indirectly, in connection with the consummation of the transactions contemplated hereby. For the avoidance of doubt, Acquiror

Transaction Expenses shall exclude Indebtedness.

“Acquiror Transaction

Proposals” has the meaning specified in Section 8.2(b).

“Acquisition Proposal”

has the meaning specified in Section 8.11(e).

“Affiliate”

means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control

with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms

“controlling”, “controlled by” and “under common control with”) means the possession, directly or

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

voting securities, by Contract or otherwise.

“Affordable Care Act”

has the meaning specified in Section 4.13(k).

“Agreement”

has the meaning specified in the Preamble hereto.

“Agreement End Date”

has the meaning specified in Section 10.1(e).

“Ancillary Agreements”

has the meaning specified in Section 11.8.

“Anti-Bribery Laws”

means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and

bribery Laws (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other Laws of other countries

implementing the OECD Convention on Combating Bribery of Foreign Officials).

“Antitrust Authorities”

means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or

competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

“Antitrust Information

or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence,

or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust

Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including

any so called “second request” for additional information or documentary material or any civil investigative demand made or

issued by any Antitrust Authority or any subpoena, interrogatory or deposition.

“Articles of Merger”

has the meaning specified in Section 3.1.

“Assetco” means

a Delaware corporation and wholly owned Subsidiary of the Company to be formed for the purpose of effecting the Pre-Closing CVR Restructuring.

“Business Day”

means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, El Paso County, Colorado, or Clark

County, Nevada is authorized or required by Law to close.

“Closing” has

the meaning specified in Section 2.2.

“Closing Date”

has the meaning specified in Section 2.2.

“COBRA” has

the meaning specified in Section 4.13(g).

“Code” means

the Internal Revenue Code of 1986, as amended.

“Colorado Act”

means the Colorado Corporations and Associations Act.

“Company” has

the meaning specified in the Preamble hereto.

“Company Assets and Liabilities”

means, as of immediately prior to consummation of the Pre-Closing CVR Restructuring, (i) all of the Company Entities’ assets of

any kind arising out of or related to the business and operation of the Company Entities (including, for the avoidance of doubt, all cash

in excess of $1,500,000 and all cash equivalents, bank accounts, deposits and marketable securities, all accounts and other receivables,

all owned or leased real property and related contracts, tangible personal property, intellectual property, inventory, finished goods,

raw materials, work-in-progress, packaging, supplies, spare and replacement parts, all transferable or assignable permits of the Company

Entities, benefit plans, any and all goodwill of the Company Entities’ business, taxes, and excluding the Delaware Matter, past,

current or future causes of action, defenses and rights of offset or counterclaim against third parties, in any manner arising or existing,

whether choate or inchoate, known or unknown, contingent or non-contingent) and (ii) except for any liabilities in connection with the

Delaware Matter, all of the Company Entities’ liabilities of any kind arising out of or related to the business and operation of

the Company Entities (including, for the avoidance of doubt, liabilities relating to contracts, taxes, accounts and trade payables, indebtedness,

benefit plans, employees, and past, current or future causes of action).

“Company Awards”

has the meaning specified in Section 4.6(b).

“Company Board Adverse

Recommendation Change” has the meaning specified Section 8.2(d).

“Company Benefit Plan”

has the meaning specified in Section 4.13(a).

“Company Book Entry Share”

means each share in book-entry form evidencing any shares of the Company Common Stock issued and outstanding immediately prior to the

Effective Time.

“Company Certificate”

means each certificate representing any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.

“Company Common Stock”

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

“Company Common Stock

Warrants” means the warrants issued by the Company to purchase Company Common Stock, in accordance with the terms of the applicable

warrant agreement, issued and outstanding and unexpired immediately prior to the Effective Time.

“Company Consideration

Shares” means such number of shares of Acquiror Common Stock that, when issued at the Effective Time, would result in the former

holders of Company Securities collectively holding ten percent (10%) of the issued and outstanding shares of Acquiror Common Stock immediately

following the Effective Time (calculated on a fully diluted basis).

“Company Convertible

Securities” means, collectively, the options, warrants, restricted stock units, or rights to subscribe for or purchase any equity

interests in the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire

equity interests of the Company, and for the avoidance of doubt, including the Company Common Stock Warrants.

“Company Convertible

Security Termination” has the meaning specified in Section 3.3(a)(iv).

“Company D&O Tail

Policy” has the meaning specified in Section 8.7(c).

“Company Disclosure Letter”

has the meaning specified in the introduction to Article IV.

“Company Entities”

means the Company and each Subsidiary of the Company.

“Company Financials”

has the meaning specified in Section 4.8(c).

“Company Intervening

Event” has the meaning specified Section 8.2(d).

“Company IP”

means all Intellectual Property owned or purported to be owned by any of the Company Entities.

“Company IP Licenses”

has the meaning set forth in Section 4.20(b).

“Company Material Adverse

Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences:

(a) has had a materially adverse effect on the business, assets, financial condition or results of operations of the Company Entities,

taken as a whole; or (b) is reasonably likely to prevent or materially delay the ability of the Company to consummate the transactions

contemplated herein; provided, however, that no change, event, occurrence or effect arising out of or related to any of

the following, alone or in combination, shall be taken into account in determining whether a Company Material Adverse Effect pursuant

to clause (a) has occurred: (i) acts of war (whether or not declared), sabotage, military or para-military actions or terrorism,

or any escalation or worsening of any such acts, or changes in global, national or regional political or social conditions or other force

majeure events; (ii) earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or any

other reputable third party organization or other natural or man-made disasters; (iii) changes attributable to the public announcement

or pendency of the transactions contemplated herein (including the impact thereof on relationships with customers, suppliers, employees

or Governmental Authorities); provided that the exceptions in this clause (iii) shall not apply with respect to references

to Company Material Adverse Effect in the representations and warranties contained in Section 4.4 to the extent that its purpose

is to address the consequences resulting from the public announcement or pendency of the transactions contemplated herein or the condition

set forth in Section 9.2(a) to the extent related to such representations; (iv) changes or proposed changes in Law, regulations

or interpretations thereof or decisions by courts or any Governmental Authority first announced after the date of this Agreement; (v) changes

or proposed changes in GAAP (or any interpretation thereof) first announced after the date of this Agreement; (vi) any downturn in

general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes

in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States or anywhere

else in the world; (vii) events or conditions generally affecting the industries and markets in which the Company operates; (viii) any

failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or

cash position, provided that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying

such failure (unless otherwise excluded by the other clauses of this proviso) has resulted in a

Company Material Adverse Effect; (ix) any

actions expressly required to be taken, or expressly required not to be taken, pursuant to the terms of this Agreement; (x) any action

taken by, or at the written request of, Acquiror or any of its Subsidiaries or any actions required to be taken by Law; (xi) any change

in the cash position of the Company and its Subsidiaries which results from operations in the ordinary course of business consistent with

past practices; or (xii) any change in the stock price or trading volume of the Company Common Stock (it being understood, however, that

any change causing or contributing to any change in stock price or trading volume of the Company Common Stock may be taken into account

in determining whether a Company Material Adverse Effect has occurred, unless such changes are otherwise excepted from this definition)

provided, however, that if a change or effect related to clause (i), clause (ii) or clauses (iv) through (vii)

disproportionately adversely affects the Company Entities, taken as a whole, compared to other Persons operating in the same industry

as the Company Entities, then such disproportionate impact may be taken into account in determining whether a Company Material Adverse

Effect has occurred.

“Company Material Contract”

has the meaning specified in Section 4.12(a).

“Company Merger Consideration”

has the meaning specified in Section 3.3(a)(i).

“Company Preferred Stock”

means the preferred stock, $0.001 par value per share, of the Company.

“Company Real Property

Lease” has the meaning specified in Section 4.19(b).

“Company Registered IP”

has the meaning specified in Section 4.20(a).

“Company Securities”

means, collectively, the Company Common Stock and the Company Convertible Securities.

“Company Security Holders”

means, collectively, the holders of Company Securities.

“Company Stockholder

Approval” means the approval of the Company Transaction Proposal identified in clauses (A) and (B) of Section 8.2(c),

upon the Company’s receipt of the Requisite Vote at a Company Stockholders’ Meeting duly called by the Company Board and held

for such purpose, in accordance with the applicable provisions of the Nevada Act and the Governing Documents of the Company.

“Company Stockholders”

means the holders of Company Common Stock.

“Company Stockholders’

Meeting” has the meaning specified in Section 8.2(c).

“Company Support Agreement”

has the meaning set forth in the Recitals.

“Company Transaction

Expenses” means, without duplication, all out-of-pocket fees and expenses of the Company Entities paid or payable (whether or

not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of this Agreement and

the transactions contemplated hereby or investigating, pursuing or contemplating any other change of control or consideration of any strategic

alternative to the transactions contemplated hereby,

including: (i) fees, costs, expenses, brokerage fees, commissions, finders’

fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and

service providers, (ii) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments

payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated

hereby (and not subject to any subsequent event or condition, such as a termination of employment), including the employer portion of

payroll Taxes arising therefrom, (iii) the Company D&O Tail Policy, and (iv) such expenses detailed in (i) through (ii) incurred

by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction

Expenses shall exclude Indebtedness.

“Company Transaction

Proposals” has the meaning specified in Section 8.2(c).

“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 transactions contemplated

hereby by the Requisite 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; (c) the Company shall have entered

into any letter of intent or similar document or any contract relating to any Acquisition Proposal; or (d) a Company Intervening Event

shall have occurred.

“Confidentiality Agreement”

has the meaning specified in Section 11.8.

“Contracts”

means any legally binding contracts, side letters, agreements, subcontracts, leases, covenants not to sue, licenses, sublicenses and purchase

orders, and all ancillary agreements, amendments, modifications, and waivers thereto.

“CVR Restructuring Intended

Tax Treatment” has the meaning specified in Section 8.4(b)(i).

“D&O Persons”

has the meaning specified in Section 8.7(a).

“Delaware Matter”

means that certain Legal Proceeding Youseph, et al. v. Visconti, et al., Case No. 2025-026.

“Disclosure Letter”

means, as applicable, the Company Disclosure Letter or the Acquiror Disclosure Letter.

“Dissenter’s Rights

Statutes” has the meaning specified in Section 3.7.

“Dissenting Shares”

has the meaning specified in Section 3.7.

“Dissenting Stockholder”

has the meaning specified in Section 3.7.

“Dollars” or

“$” means lawful money of the United States.

“Effective Time”

has the meaning specified in Section 3.1.

“Environmental Laws”

means any and all applicable Laws relating to (a) the treatment, disposal, emission, discharge, Release or threatened Release of

Hazardous Materials, (b) pollution, or the protection or management of the environment or natural resources, or (c) protection

of human health (with respect to exposure to Hazardous Materials).

“ERISA” means

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

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Agent”

has the meaning specified in Section 3.6(a).

“Exchange Agent Agreement”

has the meaning specified in Section 3.6(a).

“Exchange Fund”

has the meaning specified in Section 3.6(b).

“Exchange Ratio”

means such amount equal to the quotient of (i) the Company Consideration Shares divided by (ii) the total number of shares of Company

Common Stock and the number of shares of Company Common Stock subject to the Convertible Securities outstanding immediately prior to the

Effective Time.

“GAAP” means

generally accepted accounting principles in the United States as in effect from time to time.

“Governing Documents”

means the legal document(s) by which any Person (other than an individual) establishes its legal existence, or which govern its internal

affairs. For example, the “Governing Documents” of a corporation are its certificate or articles of incorporation and bylaws,

the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership,

the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation or articles

of organization, as applicable, and the “Governing Documents” of an exempted company are its memorandum and articles of association,

in each case, or any comparable or similarly named constituent documents.

“Governmental Authority”

means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency,

governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Authorization”

has the meaning specified in Section 4.5.

“Governmental Order”

means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental

Authority.

“Hazardous Material”

means any (a) pollutant, contaminant, chemical, solid, liquid, gas, material, substance, or waste that is listed, defined, designated

or classified as “toxic,” “hazardous,” “hazardous waste”, “hazardous material,” or a “hazardous

substance” (or words of similar intent or meaning) under any Environmental Law, including materials that are deemed hazardous pursuant

to any Environmental Laws due to their ignitability, corrosivity or reactivity characteristics, or (b) petroleum or any fraction

or product thereof, asbestos or asbestos-containing material, polychlorinated biphenyl, chlorofluorocarbons, or per- and polyfluoroalkyl

substances.

“HSR Act” means

the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness”

means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal

of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals,

(b) the principal and interest components of capital or finance lease obligations under GAAP, (c) amounts drawn (including any

accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to

the extent such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced

by bonds, debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency

obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the

principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered,

including “earn outs” and “seller notes,” (g) any unfunded or underfunded liabilities pursuant to any pension,

retirement, or nonqualified deferred compensation plan or arrangement and any earned but unpaid compensation (including salary, bonuses

and paid time off) for any period prior to the Closing Date, (h) breakage costs, prepayment or early termination premiums, penalties,

or other fees or expenses payable as a result of the consummation of the transactions contemplated hereby in respect of any of the items

in the foregoing clauses (a) through (g), and (h) all Indebtedness of another Person referred to in clauses (a) through

(f) above guaranteed directly or indirectly, jointly or severally.

“Insurance Policies”

has the meaning specified in Section 4.16.

“Intellectual Property”

means any rights in or to the following, throughout the world, including all U.S. and foreign: (a) patents, patent applications,

invention disclosures, and all related continuations, continuations-in-part, divisional, reissues, re-examinations, substitutions, and

extensions thereof (collectively, “Patents”); (b) trademarks, logos, service marks, trade dress and trade names,

slogans and other indicia of source, including all registrations and pending applications to register any of the foregoing together with

the goodwill associated therewith (collectively, “Trademarks”); (c) works of authorship and copyrights (whether

registered and unregistered), and applications for registration of copyright (including all translations, adaptations, derivations and

combinations of the foregoing) (collectively, “Copyrights”); (d) internet domain names and social media accounts

and handles (collectively, “Internet Assets”); (e) software (including object code, source code, or other form);

and (f) trade secrets, know-how, processes, customer lists, business plans, databases, data compilations and other confidential information

or proprietary rights.

“Interim Period”

has the meaning specified in Section 6.1.

“Investment Company Act”

means the U.S. Investment Company Act of 1940, as amended.

“IRS” means

the U.S. Internal Revenue Service.

“Law” means

any statute, law, ordinance, rule, principle of common law, regulation or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property”

means all real property leased, licensed, or subleased by the Company or any of its Subsidiaries pursuant to a Company Real Property Lease.

“Legal Proceedings”

has the meaning specified in Section 4.10.

“Letter of Transmittal”

has the meaning specified in Section 3.6(c).

“Liabilities”

means any and all liabilities, Indebtedness, Legal Proceedings or obligations of any nature (whether absolute, accrued, contingent or

otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether

or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities

due or to become due.

“License” means

any franchise, grant, authorization, license, permit, consent, certificate, approval, order, waiver, registration, or authorization of,

or designation, declaration or filing with, or notification to, any Governmental Authority.

“Lien” means

all liens, mortgages, deeds of trust, pledges, hypothecations, encumbrances, security interests, adverse claims, options, restrictions,

claims, licenses, covenants not to sue or other liens of any kind whether consensual, statutory or otherwise.

“Merger” has

the meaning specified in the Recitals hereto.

“Merger Intended Tax

Treatment” has the meaning specified in Section 8.4(b)(ii).

“Merger Sub”

has the meaning specified in the Preamble hereto.

“Nasdaq” means

The Nasdaq Stock Market LLC.

“NYSE” means

the New York Stock Exchange.

“Nevada Act”

means NRS Chapters 75, 78 and 92A.

“Notice Period”

has the meaning specified Section 8.2(d).

“NRS” means

the Nevada Revised Statutes, as amended from time to time.

“Off-the-Shelf Software”

has the meaning set forth in Section 4.20(b).

“Offer Documents”

has the meaning specified in Section 8.2(a)(i).

“Party” and

“Parties” have the meaning specified in the Preamble hereto.

“Permitted Liens”

means (a) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any

amounts (i) not yet due and payable or (ii) which are being contested in good faith through appropriate proceedings and for

which adequate accruals or reserves have been established in accordance with GAAP, (b) Liens for Taxes (i) not yet due and payable

or (ii) which are being contested in good faith through appropriate proceedings and for which adequate accruals or reserves have

been established in accordance with GAAP, (c) defects or imperfections of title (except with respect to Intellectual Property), easements,

encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey

of such real property, restrictions and other similar charges or encumbrances that do not, in the aggregate, materially impair the value

or materially interfere with the present use of the Leased Real Property, (d) with respect to any Leased Real Property (i) the

interests and rights of the respective lessors with respect thereto, including any statutory landlord liens and any Lien thereon and (ii) any

Liens encumbering the underlying fee title of the real property of which the Leased Real Property is a part, (e) zoning, building,

entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not, in the aggregate,

materially interfere with the current use of, or materially impair the value of, the Leased Real Property, (f) ordinary course purchase

money Liens and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (g) other

Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money in connection with workers’

compensation, unemployment insurance or other types of social security, (h) reversionary rights in favor of landlords under any Company

Real Property Leases with respect to any of the buildings or other improvements owned by the Company or any of its Subsidiaries, (i) non-exclusive

licenses to Company IP granted in the ordinary course of business, (j) those Liens the existence of which are disclosed in the notes to

the consolidated financial statements of the Company included in the SEC Reports filed at least two Business Days prior to the date of

this Agreement, and (k) Liens that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the

ordinary course operation of the businesses of the Company and its Subsidiaries, taken as a whole.

“Person” means

any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,

joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“Pre-Closing Assetco

Shares Contribution Agreement” has the meaning specified in Section 6.2(a).

“Pre-Closing Company

Assets and Liabilities Contribution Agreement” has the meaning specified in Section 6.2(a).

“Pre-Closing CVR Interests

Distribution Agreement” has the meaning set forth in Section 6.2(a).

“Pre-Closing CVR Restructuring

Agreements” has the meaning specified in Section 6.2(a).

“Pre-Closing CVR Restructuring”

has the meaning set forth in Section 6.2(a).

“Prospective Transaction”

has the meaning specified in Section 8.11(e).

“Proxy Statement”

has the meaning specified in Section 8.2(a)(i).

“Reciprocal License”

means a license of an item of software that requires or that conditions any rights granted in such license upon: (a) the disclosure,

distribution or licensing of any other software (other than such item of software in its unmodified form) be at no charge; and (b) a

requirement that any other licensee of the software be permitted to modify, make derivative works of, or reverse-engineer any such other

software.

“Registration Statement”

means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments

or supplements thereto, to be filed with the SEC by Acquiror under the Securities Act with respect to the Company Consideration Shares.

“Related Person”

has the meaning specified in Section 4.25.

“Release” means

the release, spill, emission, leaking, dumping, injecting, pouring, depositing, disposing, discharging, dispersing, leaching or migrating

of any Hazardous Material into or through the environment.

“Representatives”

means collectively, with respect to any Party, such Party’s and its Affiliates’ directors, officers, employees, investment

bankers, financial advisors, attorneys, accountants, or other advisors, agents or representatives.

“Requisite Vote”

means (a) the affirmative vote of a majority of the voting power of the shares of Company Common Stock present in person or represented

by proxy at the Company Stockholders’ Meeting and entitled to vote thereat and (b) the affirmative vote of a majority outstanding

shares of the Company Common Stock held by disinterested Company Stockholders that are entitled to vote at the Company Stockholders’

Meeting as of the record date present, in person or by proxy, and voting at the Company Stockholders’ Meeting.

“Sarbanes-Oxley Act”

means the U.S. Sarbanes-Oxley Act of 2002.

“SEC” means

the U.S. Securities and Exchange Commission.

“SEC Reports”

has the meaning specified in Section 4.8(a).

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Subsidiary”

means, with respect to any Person, any other Person, of which an amount of the voting securities, other voting ownership or voting partnership

interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such

voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person or of which such

first person is the general partner, manager or managing member. For the purposes hereof, the term Subsidiary shall include all Subsidiaries

of such Subsidiary.

“Subsidiary Awards”

has the meaning set forth in Section 4.7(b).

“Superior Proposal”

has the meaning set forth in Section 8.11(e).

“Surviving Company”

has the meaning set forth in the Recitals.

“Systems” means

all of the following that are owned by, used, or relied on by the Company Entities: software, software engines, computer hardware (whether

general or special purpose), websites, website content and links and equipment used to process, store, maintain and operate data, database

operating systems and electronic data processing, record keeping, and communications, telecommunications systems, networks, interfaces,

platforms, servers, peripherals, computer systems, and other information technology infrastructure, including any outsourced systems and

processes, and information and functions owned, used or provided by the Company Entities.

“Takeover Statute”

means any “fair price,” “moratorium,” “control share acquisition,” “business combination”

or other anti-takeover Law, including NRS 78.378 through 78.3793, inclusive, and NRS 78.411 through 78.444, inclusive.

“Tax Return”

means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental

Authority (or provided to any payee) with respect to Taxes, including any claims for refunds of Taxes, any information returns and any

schedules, attachments, amendments or supplements of any of the foregoing.

“Tax(es)” means

(a) any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts,

license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs

duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment,

disability, real property, personal property, sales, use, transfer, registration, governmental charges, duties, levies and other similar

charges imposed by a Governmental Authority in the nature of a tax, alternative or add-on minimum, or estimated taxes (in each case, whether

imposed directly or through withholding and whether or not disputed), and including any interest, penalty, or addition thereto, and including

any secondary liability for any of the aforementioned, (b) any liability for payment of amounts described in clause (a) whether as a result

of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law, and

(c) any liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity

or tax allocation agreement (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which

is not the sharing of Taxes) with, or any other express or implied agreement to indemnify, any other Person.

“Terminating Acquiror

Breach” has the meaning specified in Section 10.1(h).

“Terminating Company

Breach” has the meaning specified in Section 10.1(f).

“Transfer Taxes”

has the meaning specified in Section 8.4(a).

“Treasury Regulations”

means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary

form), as the same may be amended from time to time.

“Trust” means

that certain Delaware contingent value rights trust to be formed by the Company in connection with the Pre-Closing CVR Restructuring.

“Trust Formation Agreements”

means, collectively, all reasonably required agreements or documents in connection with the Pre-Closing CVR Restructuring and other transactions

contemplated hereby (including, but not limited to, a trust agreement and a contingent value rights agreement).

“WARN” has

the meaning specified in Section 4.14(b).

Section 1.2 Construction.

(a) Unless

the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular

or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,”

“hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article”

or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” means

“including, without limitation”; (vi) the word “or” shall be disjunctive but not exclusive, and (vii) the

phrase “to the extent” means the degree to which a thing extends (rather than if).

(b) Unless

the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references

to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing

the statute or regulation.

this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

(d) All

accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(e) The

phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein,

unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than 9:00 p.m.

on the third day prior to the date of this Agreement to the Party to which such information or material is to be provided or furnished

(i) in the virtual “data room” set up by the Company or Acquiror, as the case may be, in connection with this Agreement

or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form.

Section 1.3 Knowledge.

As used herein, (i) the phrase “to the knowledge” of the Company means the knowledge of the individuals identified on

Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror means the knowledge

of the individuals identified on Section 1.3 of the Acquiror Disclosure Letter, in each case, as such individuals would have acquired

after reasonable inquiry of such individual’s direct reports.

Article

CLOSING

Section 2.1 The

Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and in accordance

with the applicable provisions of the Nevada Act, Merger Sub and the Company shall consummate the Merger, pursuant to which Merger Sub

shall be merged with and into the Company, following which the separate corporate existence of the Merger Sub shall cease and the Company

shall continue as the Surviving Company.

Section 2.2 Closing.

In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”)

shall take place remotely via the electronic exchange of documents, at 10:00 a.m. (Eastern time) on the date which is two (2) Business

Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those

conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time

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

this Agreement as the “Closing Date”.

Section 2.3 Closing

Deliverables.

(a) At

the Closing, the Company shall deliver or cause to be delivered to Acquiror:

(i) a

certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer,

the conditions specified in Section 9.2(a), Section 9.2(b), Section 9.2(c) and Section 9.2(d) have been fulfilled;

(ii) 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);

(iii) delivery

of (A) evidence that the Pre-Closing CVR Restructuring has been completed, (B) the Pre-Closing Contribution Agreements, and (C) the Trust

Formation Agreements;

(iv) the

third-party consents identified on Section 2.3(a)(iv) of the Company Disclosure Letter in a form reasonably satisfactory to Acquiror;

(v) the

third-party consents identified on Section 2.3(a)(v) of the Company Disclosure Letter in a form reasonably satisfactory to Acquiror;

(vi) the

written resignations of all of the directors and officers of the Company (other than those Persons identified as the directors and officers,

of the Surviving Company, in accordance with Section 7.3 or as otherwise agreed between the parties), effective as of the Effective

Time; and

(vii) copies

of the other Ancillary Agreements duly executed by duly authorized representatives of the Company and each Company-related Person party

thereto.

(b) At

the Closing, the Acquiror Entities will deliver or cause to be delivered to the Company:

(i) a

certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the

conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(c) have been fulfilled; and

(ii) the

other Ancillary Agreements duly executed by duly authorized representatives of Acquiror, Merger Sub, Acquiror Shareholders and each other

Acquiror-related Person party thereto.

Article

III

EFFECTS OF THE MERGER; CONSIDERATION

Section 3.1 Effective

Time. Subject to the conditions of this Agreement, the Parties hereto shall cause the Merger to be consummated by filing articles

of merger for the merger of Merger Sub with and into the Company (the “Articles of Merger”) with the Nevada Secretary

of State in accordance with, and in such form as is required by, the relevant provisions of the Nevada Act (the time of such filing,

or such later time as may be specified in the Articles of Merger, being the “Effective Time”), and shall cause to be made

any other filings, recordings, or publications that are required to be made by the Company, Acquiror or Merger Sub under the Nevada Act

in connection with the Merger.

Section 3.2 Effects

of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Articles of Merger

and the applicable provisions of the Nevada Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective

Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub

and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations

of the Surviving Company, which shall include the assumption (by operation of the Merger) by the Surviving Company of any and all agreements,

covenants, duties and obligations of Merger Sub and the Company set forth in this Agreement to be performed after the Effective Time.

Section 3.3 Conversion

of Securities.

(a) By

virtue of the Merger and without any action on the part of any Party, at the Effective Time:

(i) Company

Common Stock. Each share of Company Common Stock, which, for the avoidance of doubt, includes the Company Common Stock held as a

result of the Company Convertible Security Termination (excluding any shares of Company Common Stock described in Section 3.3(a)(ii)

below and any Dissenting Shares), issued and outstanding immediately prior to the Effective Time shall be converted into the right to

receive such number of Acquiror Common Shares equal to the Exchange Ratio (the “Company Merger Consideration”), shall

no longer be outstanding, shall be automatically cancelled and shall cease to exist, and each Company Book Entry Share representing any

share of Company Common Stock issued and outstanding immediately prior to the Effective Time and each Company Certificate representing

any share of Company Common Stock issued and outstanding immediately prior to the Effective Time, if any, shall thereafter represent

only the right to receive the applicable number of Company Consideration Shares.

(ii) Company

Common Stock held in Treasury. Notwithstanding Section 3.3(a)(i) or any other provision of this Agreement to the contrary,

each share of Company Common Stock that is held in the treasury immediately prior to the Effective Time by the Company shall no longer

be outstanding, shall automatically be cancelled without payment of any consideration therefor, shall not be entitled to any consideration

by virtue of the Merger, and shall cease to exist.

(iii) Company

Common Stock Warrant. At the Effective Time, automatically and without any action on the part of the holder thereof, each Company

Common Stock Warrant that is issued and outstanding, unexpired and unexercised immediately prior to the Effective Time, shall, in accordance

with such Company Common Stock Warrant’s underlying warrant agreement, be assumed by the Surviving Company and shall become a corresponding

warrant of the Surviving Company. Each such assumed warrant shall be subject to the same terms and conditions (including vesting and

exercisability) as were applicable to the corresponding Company Common Stock Warrant immediately prior to the Effective Time, except

that such assumed warrant shall be exercisable or convertible for, or shall otherwise confer the right to acquire, on the same terms

and conditions, the number of shares of Acquiror Common Stock determined by multiplying (x) the number of shares of Company Common Stock

subject to such Company Common Stock Warrant immediately prior to the Effective Time by (y) the Exchange Ratio. Immediately following

the Effective Time, all such Company Common Stock Warrants shall automatically be cancelled and shall cease to exist and the holders

of Company Common Stock Warrants immediately prior to the Effective Time shall cease to have any rights with respect to such Company

Common Stock Warrants except as provided herein.

(iv) Company

Convertible Securities. At the Effective Time, automatically and without any action on the part of the holder thereof, each Company

Convertible Security (other than the Company Common Stock Warrants) remaining issued and outstanding and unexpired immediately prior

to the Effective Time shall, in accordance with such Company Convertible Security’s underlying award agreement, shall be accelerated

and fully vested and converted into and represent the right to receive the number of shares of Acquiror Common Stock determined by multiplying

(x) the number of shares of Company Common Stock subject to such Company Convertible Security immediately prior to the Effective Time

by (y) the Exchange Ratio, and immediately thereafter all such Company Convertible Securities shall automatically be cancelled and shall

cease to exist (the “Company Convertible Security Termination”) and the holders of Company Convertible Securities immediately

prior to the Company Convertible Security Termination shall cease to have any rights with respect to such Company Convertible Securities

except as provided herein.

(v) Merger

Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or Merger

Sub, each share of common stock, par value $0.001 per share, of Merger Sub shall be converted into one share of common stock, par value

$0.001 per share, of the Surviving Company.

(vi) No

Fractional Shares. Notwithstanding anything to the contrary in this Section 3.3, no fractional Acquiror Common Shares shall

be issued in the Merger and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder

of Acquiror or a holder of shares of Acquiror Common Shares. In respect of any such fractional shares to which any Company Stockholder

would otherwise be entitled, such fractional shares shall be rounded down to the nearest whole number.

(vii) Dissenting

Shares. Each Dissenting Share shall cease to be outstanding, shall be cancelled and shall cease to exist, and shall thereafter constitute

only the rights, if any, available under the Dissenter’s Rights Statutes, in accordance with and subject to the provisions of Section

3.7.

(viii) Maximum

Consideration. All of the Company Securities converted to Acquiror Common Shares pursuant to this Section 3.3 shall not exceed the

Company Consideration Shares.

(b) No

Liability. Notwithstanding anything to the contrary in this Section 3.3, none of the Company, Acquiror, Merger Sub, Surviving

Company or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable

abandoned property, escheat or similar Law.

The Company Consideration Shares issuable pursuant to this Section 3.3 as Company Merger Consideration shall be equitably adjusted to

reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities

convertible into, or exercisable or exchangeable for Acquiror Common Stock), extraordinary cash dividends, reorganization, recapitalization,

reclassification, combination, exchange of shares or other like change with respect to the Acquiror Common Stock occurring on or after

the date hereof and prior to the Closing; provided that (i) the foregoing shall not be construed to permit Acquiror to take any action

with respect to its securities that is prohibited by the terms and conditions of this Agreement and (ii) after such adjustment, the aggregate

number of Company Consideration Shares shall not be greater than 10% of the shares of Acquiror Common Stock that are issued and outstanding

on a fully diluted basis immediately after the Closing.

Section 3.4 Governing

Documents. At the Effective Time and in accordance with the Articles of Merger, the articles of incorporation and bylaws of

Merger Sub, each as in effect immediately prior to the Effective Time, shall become the articles of incorporation and bylaws, respectively,

of the Surviving Company, until thereafter amended in accordance with the Nevada Act and as provided in such articles of incorporation

or bylaws, as applicable.

Section 3.5 Directors

and Officers. The Parties will take all actions necessary so that, at the Effective Time, the directors and officers of the

Company immediately prior to the Effective Time shall resign and cease to hold office, and the directors and officers of Merger Sub immediately

prior to the Effective Time shall become the initial directors and officers of the Surviving Company, each to hold office in accordance

with the articles of incorporation and bylaws of the Surviving Company.

Section 3.6 Exchange

Procedures.

(a) Appointment

of Exchange Agent. The Acquiror and the Company shall appoint Odyssey Trust Company or another mutually agreeable bank or trust company,

to act as exchange agent (“Exchange Agent”) for the distribution of the Company Merger Consideration to the Company

Stockholders, as applicable, pursuant to this Section 3.6(a) and an exchange agent agreement in form and substance mutually agreeable

to the Acquiror and the Company (“Exchange Agent Agreement”).

(b) Delivery

of Consideration to Exchange Agent. Immediately prior to the Effective Time, the Acquiror will deliver or cause to be delivered to

the Exchange Agent a number of Acquiror Common Shares equal to the Company Merger Consideration in respect of the Company Common Stock

(other than Dissenting Shares) (the “Exchange Fund”). The Exchange Agent will be deemed to be the agent for the Company

Stockholders for the purpose of receiving the Company Merger Consideration, and delivery of the Company Merger Consideration to the Exchange

Agent will be deemed to be delivered to the Company Stockholders at the Effective Time, with respect to the Company Merger Consideration.

Until they are distributed, the Acquiror Common Shares held by the Exchange Agent will be deemed to be outstanding from and after the

Effective Time, but the Exchange Agent will not vote those shares or exercise any rights of a stockholder with regard to such shares.

If any dividends or distributions are paid with regard to Acquiror Common Shares while they are held by the Exchange Agent, the Exchange

Agent will hold the dividends or distributions, uninvested in a segregated account, until Acquiror Common Shares, as applicable, are

distributed to the applicable former Company Stockholders, at which time the Exchange Agent will distribute the dividends or distributions

that have been paid with regard to those Acquiror Common Shares as applicable, to such former Company Stockholders.

of Transmittal and Delivery of Company Merger Consideration. As soon as reasonably practicable after the Effective Time (but in no

event later than two (2) Business Days thereafter), Acquiror shall cause the Exchange Agent to mail (and to make available for collection

by hand) to each holder of record of a Company Certificate or Company Book Entry Share representing shares of Company Common Stock (A) a

letter of transmittal (a “Letter of Transmittal”) in customary form as prepared by Acquiror and reasonably acceptable

to the Company (which shall require the return of a duly completed IRS Form W-8 or W-9, as applicable, and specify, among other

things, that delivery shall be effected, and risk of loss and title to the Company Certificates or Company Book Entry Shares, as applicable,

shall pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.6(d))

or transfer of any Company Book Entry Shares to the Exchange Agent) and (B) instructions for use in effecting the surrender of the

Company Certificates or the transfer of Company Book Entry Shares in exchange for the applicable Company Merger Consideration into which

the number of shares of Company Common Stock previously represented by such Company Certificate or Company Book Entry Share shall have

been converted pursuant to this Agreement. Upon (A) surrender of a Company Certificate (or affidavit of loss in lieu thereof pursuant

to Section 3.6(d)) or transfer of any Company Book Entry Share representing shares of Company Common Stock to the Exchange Agent,

together with a properly completed and validly executed

Letter of Transmittal or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if

any, of transfer as the Exchange Agent may reasonably request) in the case of transfer of a Company Book Entry Share, and such other

documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate or Company Book Entry Share representing

shares of Company Common Stock shall be entitled to receive in exchange therefor (i) the applicable Company Merger Consideration

into which such shares of Company Common Stock shall have been converted pursuant to this Agreement and (ii) certain dividends and

distributions in accordance with this Section 3.6, if any, after the Exchange Agent’s receipt of such Company Certificate

(or affidavit of loss in lieu thereof pursuant to Section 3.6(d)) or “agent’s message” or other evidence, and

the Certificate (or affidavit of loss in lieu thereof pursuant to Section 3.6(d)) so surrendered or the Company Book Entry Share

so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept such Company Certificates (or affidavits

of loss in lieu thereof pursuant to Section 3.6(d)) and Company Book Entry Shares upon compliance with such reasonable terms and

conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until

surrendered or transferred as contemplated by this Section 3.6, each Company Certificate or Company Book Entry Share representing

shares of Company Common Stock shall be deemed, at any time after the Effective Time to represent only the right to receive, upon such

surrender, the applicable Company Consideration as contemplated by this Article III. No interest shall be paid or accrued for

the benefit of holders of the Company Certificates or Company Book Entry Shares on the Company Merger Consideration payable upon the

surrender of the Company Certificates or Company Book Entry Shares. No dividends or other distributions declared or made after the Effective

Time with respect to Acquiror Common Shares, as applicable, with a record date after the Effective Time shall be paid to any holder entitled

by reason of the Merger to receive certificates or Company Book Entry Shares representing Acquiror Common Shares, as applicable, until

such holder shall have surrendered its Company Certificates or Company Book Entry Share pursuant to this Section 3.6 and all such

dividends and other distributions shall be paid by Acquiror to the Exchange Agent and shall be included in the Exchange Fund, in each

case until the surrender of such Company Certificate (or affidavit of loss in lieu thereof pursuant to Section 3.6(d)) in accordance

with this Agreement. Subject to applicable Law, following surrender of any such Company Certificate or Company Book Entry Shares, such

holder shall be paid, in each case, without interest, (i) the amount of any dividends or other distributions theretofore paid with

respect to the Acquiror Common Shares, as applicable, represented by the certificate or Company Book Entry Shares received by such holder

and having a record date on or after the Effective Time and a payment date prior to such surrender and (ii) at the appropriate payment

date or as promptly as practicable thereafter, the amount of any dividends or other distributions payable with respect to such Acquiror

Common Shares, as applicable, and having a record date on or after the Effective Time but prior to such surrender and a payment date

on or after such surrender. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer

records of the Company, it shall be a condition of payment that any Company Certificate or Company Book Entry Share surrendered or transferred

in accordance with the procedures set forth in this Section 3.6 shall be properly endorsed or shall be otherwise in proper form for transfer,

and that the person requesting such payment shall have paid any Taxes required by reason of the payment of the applicable Company Merger

Consideration to a person other than the registered holder of the Company Certificate surrendered, or Company Book Entry Share transferred,

or shall have established to the reasonable satisfaction of Acquiror that such Tax either has been paid or is not applicable.

(d) Lost,

Stolen or Destroyed Company Certificates. In the event any Company Certificate has been lost, stolen or destroyed, upon the making

of an affidavit, in form and substance reasonably acceptable to Acquiror, of that fact by the Person claiming such Company Certificate

to be lost, stolen or destroyed and, if required by Acquiror or the Exchange Agent, the posting by such Person of a bond in reasonable

amount as Acquiror or the Exchange Agent may direct, as indemnity against any claim that may be made against it or the Surviving Company

related to such Company Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate

the Company Merger Consideration and any unpaid dividends or other distributions that would be payable or deliverable in respect thereof

under Section 3.6 had such lost, stolen or destroyed Company Certificate been surrendered as provided in this Article III.

(e) Termination

of Exchange Agreement. On the date that is twelve (12) months after the Closing Date, Acquiror shall instruct the Exchange Agent

to deliver to Acquiror any portion of the Company Merger Consideration deposited with the Exchange Agent that remains undistributed to

the former Company Stockholders pursuant to instructions provided to the Exchange Agent by Acquiror at such time, unless required otherwise

by applicable Law, and the Exchange Agent’s duties shall terminate. Thereafter, any former Company Stockholders who have not complied

with the provisions of this Article III shall look only to Acquiror for their claim for their Company Merger Consideration and

any dividends or distributions on shares of Acquiror Common Shares as contemplated by Section 3.6, and any such former Company

Stockholder may deliver a Letter of Transmittal to Acquiror and (subject to applicable abandoned property, escheat and similar Laws)

receive in consideration therefor, and Acquiror shall deliver, the Company Merger Consideration (and any dividends or distributions on

shares of Acquiror Common Shares as contemplated by Section 3.6) deliverable in respect thereof as determined in accordance with

this Article III without any interest thereon. None of the Acquiror, Merger Sub, the Company or the Exchange Agent shall be liable

to any Person in respect of any Company Merger Consideration (or dividends or distributions with respect thereto) delivered to a public

official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. Subject to applicable Law, notwithstanding

any other provision of this Agreement, any portion of the Company Merger Consideration or the cash to be paid in accordance with this

Article III that remains undistributed to the holders of Certificates and Book-Entry Shares as of immediately prior to the date

on which the Company Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, shall, to

the extent permitted by applicable Law, become the property of Acquiror, free and clear of all claims or interest of any Person previously

entitled thereto.

Section 3.7 Dissenter’s

Rights. Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Common Stock that are

issued and outstanding immediately prior to the Effective Time and held by a Company Stockholder who has not voted in favor of approval

of this Agreement (or consented thereto in writing) and who has properly delivered to the Company a “statement of intent”

(as defined in NRS 92A.323), and has otherwise properly asserted or exercised dissenter’s rights with respect to such Company Stockholder’s

shares of Company Common Stock (and has not theretofore withdrawn or otherwise waived, failed to exercise or otherwise lost such dissenter’s

rights) in accordance with the applicable

provisions of NRS 92A.300 through 92A.500, inclusive, together with any relevant definitions pertaining thereto set forth in NRS Chapter

92A (such shares, collectively, the “Dissenting Shares”, each such holder, a “Dissenting Stockholder”,

and such statutes, the “Dissenter’s Rights Statutes”), shall not be converted into a right to receive the Company

Merger Consideration, but instead such Dissenting Stockholder shall be entitled only to such rights as are granted under the Dissenter’s

Rights Statutes to receive the payment of the fair value (as defined in NRS 92A.320) of the Dissenting Shares formerly owned by such

Dissenting Stockholder, as determined in accordance with the Dissenter’s Rights Statutes, but only if such Dissenting Stockholder

has properly delivered a statement of intent in accordance with the Dissenter’s Rights Statutes, and has otherwise duly asserted,

is entitled to, and has not withdrawn, waived or otherwise lost, such Dissenting Stockholder’s dissenter’s rights in accordance

with the Dissenter’s Rights Statutes. If a Dissenting Stockholder fails to properly deliver a statement of intent with respect

to, fails to exercise or demand, or withdraws, waives or otherwise loses, such holder’s dissenter’s rights pursuant to the

Dissenter’s Rights Statutes, including if a court of competent jurisdiction shall determine that such holder is not entitled to

the relief provided by the Dissenter’s Rights Statutes, such holder’s Dissenting Shares shall be converted, or shall be deemed

to have been converted, in each case effective as of the Effective Time, into the right to receive the Company Merger Consideration in

accordance with Section 3.3(a)(i), without interest thereon, upon surrender of the Company Certificate or Company Book Entry Share

formerly representing such Dissenting Shares, as applicable, and delivery of the Letter of Transmittal.

Section 3.8

Withholding. Acquiror, Merger Sub, the Exchange Agent, and any other applicable withholding

agent shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable

pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Law. To the extent that any

amounts are to be withheld, the applicable withholding agent shall use commercially reasonable efforts to provide notice to the

applicable holder as soon as practicable prior to the day the relevant withholding is to be made, and all Parties agree to use

commercially reasonable efforts to cooperate to reduce or eliminate any such withholding. To the extent that amounts are so deducted

and withheld, and timely paid or otherwise remitted to the relevant Governmental Authority in accordance with applicable Tax Law,

such deducted, withheld, and remitted amounts shall be treated for all purposes of this Agreement as having been paid to the Person

in respect of which such deduction, withholding and remittance was made.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as set forth in the

disclosure letter delivered to the Acquiror Entities by the Company on the date of this Agreement (the “Company Disclosure Letter”)

(each section of which, subject to Section 11.7, qualifies the correspondingly numbered and lettered representations in this Article

IV) and (b) as disclosed in the SEC Reports filed or furnished with the SEC (and publicly available) at least two (2) Business Days

prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such

SEC Reports and applies to the Company or its Subsidiaries), excluding disclosures referred to in “Forward-Looking Statements,”

“Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to

forward-looking statements, the Company hereby represents and warrants to the Acquiror, as follows:

Section 4.1 Company

Organization. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the

State of Nevada and has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to

conduct its business as it is now being conducted. The Governing Documents of the Company, as amended on or prior to the date of this

Agreement and as available on the SEC’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) database,

or previously made available by or on behalf of the Company to Acquiror, are true, correct and complete and are in full force and effect.

The Company is not in violation of any of the provisions of its Governing Documents in any material respect. The Company is duly licensed

or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction

in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good

standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be expected to have, individually

or in the aggregate, a Company Material Adverse Effect.

Section 4.2 Subsidiaries.

A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, is

set forth on Section 4.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly incorporated, formed or organized,

validly existing and in good standing under the Laws of their jurisdiction of incorporation or organization and have the requisite power

and authority to own, lease or operate all of their respective properties and assets and to conduct their respective businesses as they

are now being conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign or extra-provincial

corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities

is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed

or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect. Other than the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter, there are no other

Persons in which the Company directly or indirectly owns, of record or beneficially, any direct or indirect capital stock or other equity

interest or any right (contingent or otherwise) to acquire the same, nor is the Company directly or indirectly a member of or participant

in any partnership, joint venture or similar arrangement. True, correct and complete copies of the Governing Documents of the Company’s

Subsidiaries, in each case, as amended to the date of this Agreement, have been previously made available to Acquiror by or on behalf

of the Company. No Subsidiary of the Company is in violation of any of the provisions of its Governing Documents in any material respect.

Section 4.3 Due

Authorization.

(a) Other

than the Company Stockholder Approval, the Company has all requisite corporate power and authority to execute and deliver this Agreement

and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the

transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery

of this Agreement and the Ancillary

Agreements to which the Company is a party and the consummation of the transactions contemplated

hereby and thereby (a) have been duly and validly authorized by the Company Board and (b) other than the Company Stockholder Approval,

no other corporate proceedings (including any vote of holders of any class or series of securities of the Company), other than as set

forth elsewhere in this Agreement is necessary to authorize this Agreement and the Ancillary Agreements to which the Company is a party

or to consummate the transactions contemplated hereby or thereby. This Agreement has been and, on or prior to the Closing, the Ancillary

Agreements to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and, assuming

this Agreement constitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes and on or prior to

the Closing, the Ancillary Agreements to which the Company is a party will constitute, legal, valid and binding obligations of the Company,

enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general

principles of equity.

Section 4.4 No

Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section

4.5 and the Company Stockholder Approval and except as set forth on Section 4.4 of the Company Disclosure Letter, the execution

and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the

transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of, or result in the

breach of, or default under the Governing Documents of any Company Entity, (b) violate or conflict with any provision of, or result

in the breach of, or default under any applicable Law or Governmental Order applicable to the Company Entities or by which any property

or asset of the Company Entities is bound or affected, (c) violate or conflict with any provision of, or result in the breach of,

result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both)

a default (or give rise to any right of termination, cancellation or acceleration) under any Contract of the type described in Section

4.12(a) to which any Company Entity is a party or by which any Company Entity may be bound, or terminate or result in the termination

of any such foregoing Contract or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties

or assets of any Company Entity, except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing

would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.5 Governmental

Authorities; Consents. Except as set forth in Section 4.5 of the Company Disclosure Letter, assuming the truth and

completeness of the representations and warranties of Acquiror contained in this Agreement, no franchise, grant, authorization, license,

permit, consent, certificate, approval, order, waiver, or authorization of, or designation, declaration or filing with, or notification

to, any Governmental Authority (each, a “Governmental Authorization”) is required on the part of the Company Entities

with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated

hereby, except for (i) any applicable requirements of the HSR Act; (ii) applicable requirements, if any, of the Securities

Act, the Exchange Act or blue sky laws, and the rules and regulations thereunder, and appropriate documents received from or filed with

the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business; and (iii) the filings

with the Nevada Secretary of State contemplated by Section 3.1.

Section 4.6 Capitalization.

(a) As

of the date hereof, the Company’s authorized capital stock consists of (i) 23,513,514 shares, divided into 13,513,514 shares of

Company Common Stock and 10,000,000 shares of Company Preferred Stock. As of the close of business on the date of this Agreement, (i)

571,161 shares of Company Common Stock were issued and outstanding, (ii) zero (0) shares of Company Preferred Stock were issued or outstanding,

(iii) zero (0) shares of Company Common Stock are available for issuance under the Company’s Amended and Restated 2021 Stock Incentive

Plan, as amended, and (iv) Company Warrants to purchase 24,665 shares of Company Common Stock at exercise prices per share ranging from

$17.575 to $3,781.40 were issued and outstanding. The equity interests of the Company (w) have been duly authorized and validly issued,

and are fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law and all requirements

set forth in (A) the Governing Documents of the Company, and (B) any other applicable Contracts governing the issuance of such

securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal,

preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company

or any Contract to which the Company is a party or otherwise bound; and (z) are free and clear of any Liens other than Permitted

Liens, those imposed under the Company’s Governing Documents and those arising under applicable securities Laws.

(b) Except

as set forth on Section 4.6(b) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units,

incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any equity security

of the Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or

by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares

or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which

is determined by reference to equity interests of the Company (collectively, “Company Awards”), and there are no voting

trusts, registration rights, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale,

redeem or otherwise acquire any of its capital stock. Section 4.6(b) of the Company Disclosure Letter lists all outstanding Company

Awards as of the date hereof, including (i) the employee identification number of the holder thereof, (ii) the type of award and number

of Company Common Stock related thereto and (iii) the date of grant and vesting schedule.

as set forth in this Section 4.6(c) of the Company Disclosure Letter, no Company Award, as a result of the consummation of the

transactions contemplated herein, will accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility

or otherwise).

Section 4.7 Capitalization

of Subsidiaries.

(a) Except

as set forth on Section 4.7(a) of the Company Disclosure Letter, the Company directly or indirectly owns of record and beneficially

all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than

Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. The

outstanding equity interests of each of the

Company’s Subsidiaries (i) have been duly authorized and validly issued, and are fully

paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law and all requirements set forth in

(A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities;

and (iii) have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription

right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract

to which each such Subsidiary is a party or otherwise bound.

(b) Except

as set forth on Section 4.7(b) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units,

incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of

such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual

or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury

shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the

value of which is determined by reference to shares or other equity interests of the Subsidiaries (collectively, “Subsidiary

Awards”, together with Company Awards, the “Awards”), and there are no voting trusts, registration rights,

proxies or agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise

acquire any of its capital stock.

as set forth in this Section 4.7(c) of the Company Disclosure Letter, no Subsidiary Award, as a result of the consummation of

the transactions contemplated herein, will accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility

or otherwise). Section 4.7(c) of the Company Disclosure Letter lists all outstanding Subsidiary Awards as of the date hereof,

including (i) the employee identification number of the holder thereof, (ii) the type of award and number of Subsidiary capital stock

related thereto and (iii) the date of grant and vesting schedule.

Section 4.8 SEC

Filings; Company Financials; Internal Controls.

(a) Since

January 1, 2022, the Company has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents

required to be filed or furnished by the Company with the SEC under the Securities Act and the Exchange Act, together with any amendments,

restatements or supplements thereto (collectively, the “SEC Reports”) as they may have been supplemented, modified

or amended since the initial filing date and together with all exhibits and information incorporated by reference in such documents,

and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this

Agreement and prior to the Closing. Except to the extent available on the SEC’s web site through EDGAR, the Company has delivered

to Acquiror or made available copies in the form filed with the SEC of all of the following: (i) the Company’s quarterly reports

on Form 10-Q for each fiscal quarter since its initial public offering to disclose its quarterly financial results in each of the fiscal

years of the Company, (ii) the Company’s annual reports on Form 10-K for each fiscal year since its initial public offering to

disclose its annual financial results in each of the fiscal years of the Company and (iii) all other forms, reports, registration statements,

prospectuses and other documents (other than preliminary materials) filed by the Company with the SEC. The SEC

Reports (x) were prepared

in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the

rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration

statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all

other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

As used in this Section 4.8, the term “file” shall be broadly construed to include any manner permitted by SEC rules

and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b) (i)

the Company Common Stock, ticker “VEEE”, are listed on Nasdaq, (ii) except as set forth in Section 4.8(b) of the Company

Disclosure Letter, the Company has not received any written deficiency notice from Nasdaq relating to the continued listing requirements

of the Company Common Stock, (iii) there are no Legal Proceedings pending or, to the knowledge of the Company, threatened against the

Company by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate

the quoting of the Company Common Stock on Nasdaq, and (iv) except as described in Section 4.8(b) of the Company Disclosure Letter,

the Company Common Stock is in compliance with all of the applicable listing and corporate governance rules and regulations of Nasdaq.

financial statements (including the notes thereto) of the Company contained or incorporated by reference in the SEC Reports (the “Company

Financials”):

(i) fairly

present in all material respects the consolidated financial position of the Company Entities, as at the respective dates thereof, and

their consolidated results of operations, consolidated income, consolidated changes in shareholders’ equity and consolidated cash

flows for the respective periods then ended;

(ii) were

prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the footnote

disclosures thereto) and except that the Company Financials do not include normal year-end adjustments;

(iii) were

prepared from, and are in accordance with, in all material respects, the books and records of the Company;

(iv) the

Company’s audited financial statements for the years ended December 31, 2024 and 2025, were audited in accordance with the standards

of the Public Company Accounting Oversight Board; and

(v) comply

in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and

the Securities Act applicable to the Company in effect as of the respective dates thereof.

(d) Except

as and to the extent reflected or reserved against in the balance sheet of the Company dated December 31, 2025, included in the Company

Financials, the Company has not incurred any liabilities or obligations of the type required to be reflected on a balance sheet in accordance

with GAAP, other than liabilities that have been incurred since the Company’s incorporation in the ordinary course of business.

The Company does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the

Securities Act.

(e) Except

as reflected in the SEC Reports, neither the Company nor the Company’s independent auditors has identified any (i) “significant

deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal

controls over financial reporting of the Company, (iii) fraud that involves management or other employees of the Company who have a role

in the internal controls over financial reporting of the Company or (iv) any written claim or allegation regarding any of the foregoing.

(f) Except

as not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act and other than as reflected in the SEC Reports,

(i) the Company has established and maintained a system of internal controls over financial reporting (as defined in Rule 13 a-15 and

Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial

reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP, and (ii) the

Company has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange

Act) designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer

and principal financial officer by others within the Company, including during the periods in which the periodic reports required under

the Exchange Act are being prepared.

(g) There

are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the

Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(h) To

the knowledge of the Company, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports.

To the knowledge of the Company, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation

as of the date hereof.

Section 4.9 Undisclosed

Liabilities. Except as set forth on Section 4.9 of the Company Disclosure Letter, there is no other liability, debt

(including Indebtedness) or obligation of, or claim or judgment against, the Company or any Company Entity (whether direct or indirect,

absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities,

debts, obligations, claims or judgments (a) reflected or reserved for on the Financial Statements or disclosed in the notes thereto,

(b) that have arisen since the Interim Balance Sheet Date in the ordinary course of business, consistent with past practice, of

the Company Entities, (c) arising in connection with the transactions contemplated herein, or (d) that would not, individually or

in the aggregate, reasonably be expected to be material to the Company Entities, taken as a whole.

Section 4.10 Litigation

and Proceedings. Except as set forth on Section 4.10 of the Company Disclosure Letter, (a) there are no pending or, to

the knowledge of the Company, threatened, lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings (including

any audit, examination, assessment, investigation or inquiry or request for information initiated, pending or threatened by any Governmental

Authority), or other proceedings at law or in equity (collectively, “Legal Proceedings”), against any Company Entity

or their respective properties or assets and (b) there is no outstanding Governmental Order imposed upon any Company Entity, nor

are any properties or assets of the Company Entities’ respective businesses bound or subject to any Governmental Order, except,

in each case, as would not, individually or in the aggregate, reasonably be expected to be material to the Company Entities, taken as

a whole.

Section 4.11 Compliance

with Laws.

(a) Except

as set forth on Section 4.11(a) of the Company Disclosure Letter, each Company Entity is in material compliance with all applicable

Laws.

(b) No

Company Entity has received any written notice or any allegation of a material violation or potential material violation of any Laws.

event has occurred which, with or without the giving of notice, lapse of time or both, would constitute a default or violation by any

Company Entity under any applicable Law, in each case, as would, individually or in the aggregate, reasonably be expected to be material

to the Company Entities, taken as a whole.

Section 4.12 Contracts;

No Defaults.

(a) Section

4.12(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Material Contract (as defined

below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract”

means the following Contracts with a Company Entity (or which a Company Entity is otherwise bound), whether or not listed on the Company

Disclosure Letter. True, correct and complete copies of the Company Material Contracts listed on Section 4.12(a) of the Company

Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or representatives:

(i) contains

covenants that limit in any material respect the ability of any Company Entity (A) to compete in any line of business or with any

Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants,

employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to

purchase or acquire an interest in any other Person;

(ii) involves

any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation,

creation, operation, management or control of any partnership or joint venture;

(iii) involves

any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative

financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,

whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv) evidences

Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Company Entity having an outstanding principal amount

in excess of $500,000;

(v) involves

the acquisition or disposition, directly or indirectly (by merger or otherwise) (other than in the ordinary course of business consistent

with past practice) or shares or other equity interests of any Company Entity or another Person;

(vi) relates

to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity

or its business or material assets or the sale of any Company Entity, its business or material assets;

(vii) by

its terms, individually or together with all other Contracts between the Company Entities, on the one hand, and such counterparty (or

its affiliates), on the other hand, calls for aggregate payments or receipts by the Company Entities under such Contract or Contracts

of at least $500,000 for calendar year 2025 and/or for calendar year 2026;

(viii) is

between any Company Entity, on the one hand, and any directors, officers or employees of a Company Entity, on the other hand;

(ix) is

with any current or former employee, officer, director, manager, independent contractor or consultant of a Company Entity, including Contracts

providing for any settlement, severance or change-of-control payments in connection with the consummation of the transactions contemplated

by this Agreement;

(x) is

for or relating to (i) the employment or engagement by the Company Entities of any director, manager, officer, employee, consultant or

contractor or any other type of Contract with any director, manager, officer, employee, consultant or contractor of the Company Entities

that is not immediately terminable at will by it without cost or other Liability (including any Contract requiring any Company Entity

to make a payment to any current or former director, manager, officer, employee, consultant or contractor on account of any transaction

contemplated by this Agreement), (ii) termination of services of any director, manager, officer, employee, consultant or contractor (including

any separation, release or similar Contract) pursuant to which the Company Entities has outstanding obligations to such director, manager,

officer, employee, consultant or contractor, or (iii) change in control, retention or payments or benefits that will or may become accelerated

or due to any current or former employee, officer, consultant or contractor in connection with the consummation of the transactions contemplated

by this Agreement (either alone or in combination with any other event);

(xi) any

Contract with any labor union or any collective bargaining agreement or similar Contract with or regarding any Company Entity employees;

(xii) obligates

the Company Entities to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture);

(xiii) relates

to a settlement under which any Company Entity has outstanding obligations (other than customary confidentiality and release obligations);

(xiv) relates

to the development, ownership, licensing or use of any material Intellectual Property by, to or from any Company Entity, other than (a) standard

Company Entity form employment agreements, bonus agreements, offer letters, awards of incentive, phantom or other equity by Company, (b) non-exclusive

licenses granted to customers in the ordinary course of business, and (c) Off-the-Shelf Software;

(xv) is

with a Governmental Authority;

(xvi) any

Contracts under which any Company Entity has agreed to purchase goods or services from a vendor, supplier or other Person on a preferred

supplier or “most favored supplier” basis or which otherwise establishes any exclusive sale or distribution obligation

with respect to any product or geographic area;

(xvii) is

a Company Real Property Lease; and

(xviii) any

outstanding written commitment to enter into any Contract of the type described in the foregoing subsections (i) through (xvii) of this

Section 4.12(a).

(b) Except

as set forth in Section 4.12(b) of the Company Disclosure Letter and except for any Company Material Contract that will terminate

upon the expiration of the stated term thereof prior to the Closing Date, all of the Company Material Contracts listed pursuant to Section

4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent the legal, valid and binding

obligations of the Company Entity party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations

of the counterparties thereto, except, in each case to the extent that any consents set forth in Section 4.4 and Section 4.5

of the Company Disclosure Letter are not obtained.

Company Entities have performed in all material respects all respective obligations required to be performed by them to date under such

Company Material Contracts listed pursuant to Section 4.12(a) and none of the Company Entities, nor, to the knowledge of the Company,

any other party thereto is in breach of or default under any such Company Material Contract and to the knowledge of the Company, no event

has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under

any such Company Material Contract by the Company Entities or, to the knowledge of the Company, any other party thereto (in each case,

with or without notice or lapse of time or both).

Section 4.13 Company

Benefit Plans.

(a) Section

4.13 of the Company Disclosure Letter is a true and complete list of each Company Benefit Plan of each Company Entity. For purposes

of this Agreement, “Company Benefit Plan” means each “employee benefit plan,” as defined in Section 3(3)

of ERISA, whether or not written and whether or not subject to ERISA, and each other retirement, compensation, employment (other than

any employment offer letter in such form as previously provided to Acquiror that is terminable “at will” without any contractual

obligation on the part of the Company Entities to make any severance, termination, change of control, or similar payment), consulting,

profit-sharing, deferred compensation, incentive, bonus, equity or equity-based, change in control, retention, severance, salary continuation,

health and welfare, death, disability, insurance, paid time off, vacation or holiday pay, sick leave, fringe, retiree or other employee

benefits or other remuneration agreement, plan, policy, program, practice, Contract or arrangement, whether or not written or funded

or unfunded, that is or has ever been in effect and covering or for the benefit of one or more current or former employees, officers,

directors, managers, independent contractors or consultants of the Company Entities and (i) is or was established, maintained, sponsored

or contributed to by any Company Entity or (ii) under which any Company Entity is a party or has or may have any Liability. No Company

Entity is or has in the past six (6) years been a member of a “controlled group” for purposes of Section 414(b), (c),

(m) or (o) of the Code with any entity other than the Company Entities themselves.

(b) Each

Company Benefit Plan is and during the past six (6) years has been operated in compliance with all applicable Laws in all material respects,

including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a)

of the Code (i) has been determined by the IRS to be so qualified (or is based on a IRS approved plan which has received a favorable

opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined

to be exempt from taxation under Section 501(a) of the Code or uses a form of trust agreement that is compatible with the plan’s

IRS preapproved plan documents. To the Company’s knowledge, no fact exists which could adversely affect the qualified status of

such Company Benefit Plans or the exempt status of such trusts.

respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof)

of a Company Entity, the Company has provided to Acquiror accurate and complete copies, if applicable, of: (i) all executed plan

documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all

summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, including

all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination

testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation;

and (viii) all material communications with any Governmental Authority since January 1, 2022.

(d) With

respect to each Company Benefit Plan: (i) no breach of fiduciary duty has occurred; (ii) no Legal Proceeding is pending, or

to the Company’s knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration);

(iii) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding

transactions effected pursuant to a statutory or administration exemption; and (iv) all contributions and premiums due through the

Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the

Company financial statements.

(e) Except

as set forth in Section 4.13(e) of the Company Disclosure Letter, no Company Benefit Plan is a “defined benefit plan” (as

defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple

employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412

of the Code, and no Company Entity has incurred any Liability or otherwise could have any Liability, contingent or otherwise, under Title IV

of ERISA and no condition presently exists that is reasonably expected to cause such Liability to be incurred. No Company Entity currently

maintains or has in the past three (3) years maintained or is required currently or has ever been required to contribute to or otherwise

participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9)

of the Code.

(f) No

arrangement exists pursuant to which a Company Entity will be required to “gross up” or otherwise compensate any person because

of the imposition of any excise tax on a payment to such person.

(g) Each

Company Entity has during the past six (6) years complied in all material respects with the provisions of Section 601 et seq. of

ERISA and Section 4980B of the Code (“COBRA”).

(h) Except

as set forth in Section 4.13(h) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement

and the Ancillary Agreements will not (either alone or in combination with another event, contingent or otherwise): (i) entitle

any individual to severance pay, unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment

or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition

to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment”

within the meaning of Section 280G of the Code.

(i) Except

to the extent required by COBRA or similar state Law, no Company Entity provides health or welfare benefits to any former or retired employee

or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment

or service.

(j) Each

Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is

in documentary compliance with and has been administered in compliance with Section 409A of the Code.

(k) Each

Company Benefit Plan that is subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation

Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance with the requirements

of the Affordable Care Act.

(l) No

Company Benefit Plan covers any employees outside of the United States.

Section 4.14      Labor

Relations; Employees.

(a) Except

as set forth in Section 4.14(a) of the Company Disclosure Letter, no Company Entity is a party to any collective bargaining agreement

or other Contract covering any group of employees, labor organization or other representative of any of the employees of any Company

Entity, and the Company has no knowledge of any activities or proceedings of any labor union or other party to organize or represent

such employees. There has not occurred or, to the knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage,

or other similar labor activity with respect to any such employees. Section 4.14(a) of the Company Disclosure Letter sets forth

all unresolved material labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are

pending or, to the knowledge of the Company, threatened between any Company Entity and Persons employed by or providing services as independent

contractors to a Company Entity. No current officer of a Company Entity has provided any Company Entity with notice of his or her plan

to terminate his or her employment with any Company Entity and, to the knowledge of the Company, no such person has any plans to terminate

his or her employment with any Company Entity.

(b) Except

as set forth in Section 4.14(b) of the Company Disclosure Letter, each Company Entity (i) is and has since January 1, 2023

been in compliance in all material respects with all applicable Laws respecting labor and employment, including, without limitation,

employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination,

harassment, retaliation, disability, labor relations, collective bargaining, hours of work, payment of wages and overtime wages, pay

equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical

leave, background checks, plant closings and layoffs, whistleblower protection, and employee terminations, and has not received written

or, to the knowledge of the Company, oral notice that there is any pending Legal Proceeding involving any such labor or employment matters

against a Company Entity, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply

with any of the foregoing, (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment

compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other

than routine payments to be made in the ordinary course of business and consistent with past practice), and (iv) has properly classified

all service providers as either self-employed, employees or independent contractors and as exempt or non-exempt for all purposes and

has made all appropriate filings in connection with services provided by, and compensation paid to, such service providers. There are

no material Legal Proceedings or unfair labor proceedings pending or, to the knowledge of the Company, threatened in the past three (3)

years against a Company Entity brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging

to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any

express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious

conduct in connection with the employment relationship. In the past three (3) years, there have been no harassment discrimination, or

retaliation allegations against any director, officer, executive, or manager of any Company Entity by any current or former employee

of or service provider to any Company Entity. During the past three (3) years, no Company Entity has implemented any employee layoffs

or plant closings that would or did implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar

state or local Laws (collectively, “WARN”). The Company Entities affirm that they have no outstanding WARN liability.

as set forth in Section 4.14(c) of the Company Disclosure Letter, there has been no formal material allegation brought (internally

or otherwise) by any current or former employee of, or any current or former independent contractor or consultant to, the Company Entities,

or by any applicant for employment with the Company Entities, that an officer, director, or management employee of the Company Entities

has engaged in sexual harassment, employment discrimination, or misconduct.

(d) Section

4.14(d) of the Company Disclosure Letter lists the name of each person currently employed by each Company Entity and each such person’s

principal location of employment, employer, hire date, status as exempt or non-exempt from overtime Laws, base or hourly wage or other

compensation rate (as applicable), accrued but unused vacation, visa type (if any), and active or inactive status.

(e) Section

4.14(e) of the Company Disclosure Letter lists the name of each person currently engaged by each Company Entity as an independent

contractor (including any person engaged through any arrangement with such person’s loan-out or similar company), such person’s

principal location of engagement, date of retention, and the compensation arrangement for the person.

(f) Except

as set forth on Section 4.14(f) of the Company Disclosure Letter, all employees of each Company Entity are employed at-will and

no employee is subject to a term employment contract with a Company Entity, whether oral or written. The consummation of the transactions

contemplated in this Agreement will not result in (i) any employee of any Company Entity receiving severance pay, unemployment compensation,

bonus payment or any other payment, (ii) acceleration of the time of payment for vesting of, or increase the amount of compensation due

to, any such employee, or (iii) any such employee having the right to terminate, shorten or otherwise change the terms of their employment.

Section 4.15 Taxes.

(a) All

income and other material Tax Returns required to be filed by or with respect to each Company Entity have been timely filed (taking into

account all available extensions). All such Tax Returns are true, accurate, correct and complete in all material respects. All income

or other material Taxes owed by any Company Entity (whether or not shown on any Tax Return) have been fully and timely paid.

(b) The

Financial Statements contain adequate reserves in accordance with GAAP for all liabilities for income and other material Taxes of any

Company Entity that have accrued but were not yet due and payable or that are being contested in good faith as of the dates thereof.

as set forth on Section 4.15(c) of the Company Disclosure Letter, each Company Entity has collected and withheld all material

Taxes required to be collected and withheld from payments to third parties and have, within the time and manner prescribed by Law, paid

over to the proper Governmental Authority all material amounts required to be collected or withheld and paid over under applicable Laws.

(d) There

is no Legal Proceeding currently pending or, to the knowledge of the Company, threatened in writing against a Company Entity by a Governmental

Authority in a jurisdiction where such Company Entity does not file a Tax Return that it is or may be subject to taxation by that jurisdiction.

(e) Except

as set forth on Section 4.15(e) of the Company Disclosure Letter, there are no claims, assessments, audits, examinations, investigations

or other Legal Proceedings pending or currently outstanding against a Company Entity in respect of any Tax, and no Company Entity has

been notified in writing of any proposed Tax claims or assessments against it. There is no Tax deficiency outstanding, proposed in writing

or assessed against any Company Entity, which deficiency has not been satisfied by payment, settled or withdrawn.

(f) There

are no Liens with respect to any Taxes upon any Company Entity’s property or assets, other than Permitted Liens.

(g) No

Company Entity has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There

are no outstanding requests by a Company Entity for any extension of time within which to file any Tax Return or within which to pay any

Taxes shown to be due on any Tax Return.

(h) No

Company Entity has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an

agreement with, any Tax authority that would reasonably be expected to have a material impact on its Taxes following the Closing. No power

of attorney that has been granted by any Company Entity with respect to a Tax matter is currently in effect.

(i) No

Company Entity has participated in any “listed transaction,” as defined in U.S. Treasury Regulation Section 1.6011-4(b)(2).

(j) No

Company Entity is liable for Taxes of any other Person (other than another Company Entity) under Treasury Regulation Section 1.1502-6

or any similar provision of state, local or foreign Tax Law or as a transferee or successor, or by Contract (other than customary commercial

Contracts not primarily related to Taxes).

(k) No

Company Entity is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling,

memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any request for such a ruling, memorandum, or

agreement outstanding.

(l) No

Company Entity is a party to or bound by any Tax allocation, indemnity or sharing agreement that would have continuing effect after the

Closing Date, other than, in each case, customary commercial Contracts not primarily related to Taxes.

(m) No

Company Entity: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities qualifying for, or intended to qualify for, Tax-free

treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution

which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e)

of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has been during the applicable period

set forth in Section 897(c)(1), a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(n) Section

4.15(n) of the Company Disclosure Letter lists the U.S. federal and state income Tax classification of each Company Entity, and, except

as set forth in Section 4.15(n) of the Company Disclosure Letter, such classification has not changed since the formation of each

such entity.

(o) No

Company Entity will be required to include any material item of income, or exclude any material item of deduction, for any taxable period

(or portion thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed

by Section 453 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction occurring before the Closing;

(ii) a disposition occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar

provision of state, local, or non-U.S. Law); (iii) any prepaid amounts received prior to the Closing or deferred revenue realized,

accrued or received prior to the Closing; (iv) a change in method of accounting under Section 481 of the Code or any similar

provision of state, local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing Date (or as a

result of an impermissible method used prior to Closing); (v) an agreement entered into with any Governmental Authority (including

a “closing agreement” under Section 7121 of the Code) prior to the Closing; or (vi) intercompany transactions or

any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision

of state, local or non-U.S. income Tax Law) that occurred or were in existence prior to the Closing.

(p) No

Company Entity (i) is a “controlled foreign corporation” as defined in Section 957 of the Code; (ii) is a “passive foreign

investment company” within the meaning of Section 1297 of the Code; and (iii) holds (and will not hold immediately prior to the

Company Amalgamation) any “United States real property interests” as defined in Section 897(c) of the Code.

Section 4.16 Insurance.

Section 4.16(a) of the Company Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of

property, fire and casualty, director and officer, employment practices liability, product liability, workers’ compensation, and

other forms of insurance held by the Company or any of the Company’s Subsidiaries as of the date of this Agreement (the “Insurance

Policies”). True, correct and complete copies of the certificates of insurance for all of the Insurance Policies as in effect

as of the date hereof have been made available to Acquiror prior to the date hereof and copies of all such Insurance Policies will be

made available to Acquiror prior to the Closing. All such policies are in full force and effect, all premiums due have been paid (subject

to payment for premiums in installments pursuant to the terms of certain Insurance Policies), and no written notice of cancellation or

termination has been received by any Company Entity with respect to any such policy. No insurer has denied or disputed coverage of any

material claim under an insurance policy during the last twelve (12) months. No written notice of pending material premium increase,

cancelation or termination has been received by the Company or any of its Subsidiaries with respect to any such policy.

Section 4.17 Licenses.

The Company Entities maintain all material Licenses necessary for the Company Entities to own, lease and operate the properties it purports

to own, operate or lease and to carry on its business as it is now being conducted. Except as disclosed on Section 4.17 of the

Company Disclosure Letter, none of the Company Entities: (a) is in default or violation (and to the knowledge of the Company no

event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) in any material

respect of any term, condition or provision of any material License to which it is a party; (b) is or has been the subject of any

pending or threatened Legal Proceeding by a Governmental Authority seeking the cancellation, revocation, suspension, termination, modification,

or impairment of any material License; (c) in the past three (3) years, to the knowledge of the Company, has received any notice

that any Governmental Authority that has issued any material License intends to cancel, terminate, revoke, rescind, modify, impair, deny,

or not renew any material License, except as would not reasonably be expected to be, individually or in the aggregate, material to the

Company Entities, taken as a whole, or (d) voluntarily allowed any material License then held to lapse or expire.

Section 4.18 Equipment

and Other Tangible Property. The Company or one of its Subsidiaries owns and has good title to, or has the legal and beneficial

ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible

property reflected on the books of the Company Entities as owned by a Company Entity, free and clear of all Liens (other than Permitted

Liens). All material personal property and leased personal property assets of the Company Entities are in good operating condition and

repair (ordinary wear and tear excepted) and are suitable for the business as currently conducted as of the date hereof by the Company

Entities.

Section 4.19 Real

Property.

(a) Owned

Real Property. Except as disclosed on Section 4.19(a) of the Company Disclosure Letter, neither the Company nor any Company

Subsidiary owns or has any beneficial interest in any real property.

(b) Leased

Real Property. Section 4.19(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the Leased

Real Property, and a complete and accurate list of the underlying leases and all amendments, modifications, extensions, renewals, and

guarantees thereto (each such lease, a “Company Real Property Lease”), which includes the date of the applicable Company

Real Property Lease, name of lessor, licensor or any other party thereto, as applicable. Each Company Entity has a valid and enforceable

leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, free and clear of all Liens, except

for Permitted Liens. The Company has provided to the Acquiror a true and complete copy of each of the Company Real Property Leases. The

Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. No Company

Entity has subleased to anyone the right to use or occupy the Leased Real Property or any portion thereof and no Person (other than a

Company Entity) is in possession of, or has the right to use or occupy, any of the Leased Real Property. No event has occurred which

(whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material

default on the part of a Company Entity or, to the knowledge of the Company, any other party under any of the Company Real Property Leases,

and no Company Entity has received notice of any such condition. Except as set forth in Section 4.19(b)(ii) of the Company Disclosure

Letter: (i) neither any Company Entity nor the Company have received written notice from any Governmental Authority or other Person

that the use and occupancy of any of the Leased Real Property, as currently used and occupied, and the conduct of the business thereon,

as currently conducted, violate in any material respect any deed restrictions, building codes, or zoning, subdivision or other land use

or similar Laws; (ii) there is no pending or, to the Company’s knowledge, threat of any proceeding, claim, dispute, administrative

action or judicial proceeding of any type relating to the Leased Real Property or other matters materially and adversely affecting the

current use or occupancy of the Leased Real Property; (iii) neither any Company Entity nor the Company have received written notice

of any pending condemnation proceedings with respect to any portion of any Leased Real Property and, to the Company’s knowledge,

no such proceedings are threatened; and (iv) neither any Company Entity nor the Company have received written notice of any actual,

pending or, to the Company’s knowledge, threatened changes in the present zoning of any Leased Real Property (or any part thereof).

Section 4.20 Intellectual

Property.

(a) Section

4.20(a)(i) of the Company Disclosure Letter sets forth: (i) all U.S. and foreign issued and applied-for Patents, registered

and applied-for Trademarks, registered and applied-for Copyrights and Internet Assets in which a Company Entity is the owner, applicant

or assignee (“Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the item,

including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which

an application for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates;

and (ii) all material unregistered Intellectual Property owned or purported to be owned by a Company Entity. Except as set forth

in Section 4.20(a)(ii) of the Company Disclosure Letter, all Company Registered IP is valid, in force and in good standing with

all required fees and maintenance fees having been paid with no Legal Proceedings pending, and all pending applications to register any

Copyrights, Patents and Trademarks are in good standing. Except as set forth on Section 4.20(a)(iii) of the Company Disclosure

Letter, each Company Entity owns, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the

Company IP and all Company Registered IP is unexpired and valid, subsisting and enforceable in all material respects. Except as set forth

on Section 4.20(a)(iv) of the Company Disclosure Letter, to the knowledge of the Company, all Company IP is owned exclusively

by the applicable Company Entity without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third

party with respect to the use of such Company Registered IP.

(b) Section

4.20(b) of the Company Disclosure Letter sets forth all material Intellectual Property licenses, sublicenses and other Contracts

or permissions (“Company IP Licenses”) (other than “shrink wrap,” “click wrap,” and “off

the shelf” software agreements and other non-exclusive software licenses for commercially available on reasonable terms to the

public generally with license, maintenance, support and other fees of less than $50,000 per year (collectively, “Off-the-Shelf

Software”) which are not required to be listed, although such licenses are “Company IP Licenses” as that term is

used herein), under which a Company Entity is a licensee of Intellectual Property. All Company IP Licenses are valid and, to the knowledge

of the Company, enforceable in accordance with their terms. The Company IP Licenses include all of the licenses, sublicenses and other

Contracts or permissions necessary to operate the business of the Company Entities as presently conducted. Each Company Entity has performed

in all material respects all obligations imposed on it in the Company IP Licenses, has made all payments required to date, and such Company

Entity is not, nor, to the knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred

that with notice or lapse of time or both would constitute a default thereunder. No Company Entity is party to any Contract that requires

a Company Entity to assign to any third Person all of its rights in any Intellectual Property developed by a Company Entity under such

Contract.

as set forth in Section 4.20(c)(i) of the Company Disclosure Letter, no Legal Proceeding is pending or, to the Company’s

knowledge, threatened against a Company Entity that challenges the validity, enforceability, ownership, or right to use, sell, license

or sublicense, or that otherwise relates to any Company IP or any other Intellectual Property currently licensed, used or held for use

by the Company Entities, which, individually or in the aggregate, would reasonably be expected to be material to the Company Entities,

taken as a whole if determined adversely to the Company nor, to the knowledge of the Company, is there any reasonable basis for any such

Legal Proceeding. Except as set forth in Section 4.20(c)(ii) of the Company Disclosure Letter, in the past six (6) years, no Company

Entity has received any written or, to the knowledge of the Company, oral notice or claim asserting that any infringement, misappropriation,

violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has occurred, as a

consequence of the conduct of the business by any Company Entity, nor to the knowledge of the Company is there a reasonable basis therefor.

There are no Governmental Orders to which any Company Entity is a party or its otherwise bound that (i) restrict the rights of a

Company Entity to use, transfer, license or enforce any Company IP, or (ii) restrict the conduct of the business of a Company Entity

in order to accommodate a third Person’s Intellectual Property, grant any third Person any right with respect to any Company IP.

Except as set forth in Section 4.20(c)(iii) of the Company Disclosure Letter, to the knowledge of the Company, no Company Entity

is currently infringing, misappropriating, or violating or has, in the past, infringed, misappropriated or violated any Intellectual

Property of any other Person or otherwise in connection with the conduct of the respective businesses of the Company Entities. To the

knowledge of the Company, the use of the Company IP as contemplated would not constitute a misappropriation of a third party’s

trade secrets or violate any non-compete agreement. Except as set forth in Section 4.20(c)(iv) of the Company Disclosure Letter,

to the Company’s knowledge, no third party is currently, or in the past six (6) years has been, infringing upon, misappropriating

or otherwise violating any Company IP in any material respect.

(d) No

current or former officers, employees or independent contractors of a Company Entity (i) except as set forth on Section 4.20(d)

of the Company Disclosure Letter, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Company

IP nor (ii) have claimed any ownership interest in any Company IP. To the knowledge of the Company, there has been no violation

of a Company Entity’s policies related to protection of Company IP or any confidentiality or nondisclosure Contract relating to

the Company IP. Each Company Entity has taken reasonable security measures standard in the industry in order to protect the secrecy,

confidentiality and value of the material Company IP. No trade secrets included in the Company IP have, to the knowledge of the Company,

been disclosed or authorized to be disclosed to any third Person, other than in the ordinary course of business pursuant to a written

confidentiality and non-disclosure agreement.

(e) The

Company Entities own or have a valid right to access and use all Systems that are material to the operation of the businesses of the Company

Entities. The Systems that are currently used by the Company Entities constitute all the information and communications technology reasonably

necessary to carry on the business of the Company Entities as currently conducted. The consummation of the transactions contemplated hereby

will not impair or interrupt in any material respect the Company Entities’ access to and use of, or their respect right to access

and use, the Systems or any third-party databases or third-party data used in connection with the business of the Company Entities as

currently conducted. The Company Entities have taken

commercially reasonable steps in accordance with industry standards that are designed

to secure the Systems from unauthorized access or use by any Person and to ensure the continued uninterrupted and error-free operation

of the Systems. The Company Entities have in effect disaster recovery plans and procedures customary in the industry. Within the past

three (3) years there: (x) have been no unauthorized intrusions or breaches of security with respect to the Systems; (y) has

not been any material malfunction of the Systems that has not been remedied; and (z) has been no material unplanned downtime or service

interruption with respect to any Systems.

(f) No

Person has, to the knowledge of Company, obtained unauthorized access to third party information and data (including personally identifiable

information) in the possession of a Company Entity, nor, to the knowledge of Company, has there been any other material compromise of

the security, confidentiality or integrity of such information or data, and no written or, to the knowledge of the Company, oral complaint

relating to an improper use or disclosure of, or a breach in the security of, any such information or data has been received by a Company

Entity. Each Company Entity has, to the knowledge of Company, complied in all material respects with all applicable Laws and Contract

requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own

privacy policies and guidelines. To the knowledge of the Company, the operation of the business of the Company Entities does not violate

any right to privacy or publicity of any third person.

(g) Except

as set forth in Section 4.20(g) of the Company Disclosure Letter, the consummation of any of the transactions contemplated by

this Agreement will not result in the material breach, material modification, cancellation, termination, suspension of, or acceleration

of any payments with respect to, or release of source code because of (i) any Contract providing for the license or other use of

Intellectual Property owned by a Company Entity or (ii) any Company IP License. Following the Closing, the Company shall be permitted

to exercise, directly or indirectly through its Subsidiaries, all of the Company Entities rights under such Contracts or Company IP Licenses

to the same extent that the Company Entities would have been able to exercise had the transactions contemplated by this Agreement not

occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company

Entities would otherwise be required to pay in the absence of such transactions. Neither this Agreement nor the transactions contemplated

hereby will result in (w) any third party being granted rights or access to, or the placement in or release from escrow of, source code,

(x) the granting by Company Entities to any third party any Company IP or any other proprietary right, (y) Company Entities being bound

by, or subject to, any non-competition, non-assertion of its rights, most-favored nation provisions, or other restriction on the operation

or scope of its business, or (z) Company Entities being obligated to pay any royalties or other amounts to any third party in excess

of those payable by the Company prior to the Closing. Following the Closing, all Company IP will be fully transferable, alienable, or

licensable without restriction and without payment of any kind to any third party.

Section 4.21 Environmental

Matters.

(a) The

Company Entities are and for the past three (3) years been in material compliance with all Environmental Laws.

(b) Except

as set forth in Section 4.21(b) of the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement

nor the consummation of the transactions contemplated hereby will require any material consent or approval of, or the giving of any material

notice to or filing with, any Governmental Authority pursuant to Environmental Law, nor result in the modification or termination of

any material License required under Environmental Law, and none of the Company Entities has received any written, unresolved notice regarding

the revocation, suspension or material adverse amendment of any material License required under Environmental Law.

the knowledge of the Company, there has been no Release of any Hazardous Materials (i) at, in, on or under the Leased Real Property

or (ii) at, in, on or under any formerly owned real property or Leased Real Property during the time that the Company owned or leased

such property, except as would not be, individually or in the aggregate, material to the Company Entities, taken as a whole.

(d) None

of the Company Entities are subject to any current Governmental Order relating to any non-compliance with or liability under Environmental

Laws by the Company Entities or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials,

except where such Governmental Order would not be, individually or in the aggregate, material to the Company Entities, taken as a whole.

(e) No

Legal Proceeding is pending or, to the knowledge of the Company, threatened with respect to the Company Entities’ compliance with

or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably

be expected to form the basis of such a Legal Proceeding, except where such Legal Proceeding would not be, individually or in the aggregate,

material to the Company Entities, taken as a whole.

(f) Except

as provided in the Company Real Property Leases, none of the Company Entities has, pursuant to any contract expressly agreed to indemnify

or hold harmless any Person for any liability or obligation arising under Environmental Law, except where such indemnity would not be,

individually or in the aggregate, material to the Company Entities, taken as a whole.

(g) The

Company has made available to Acquiror true and complete copies of all material environmental reports, assessments, audits and inspections

in the possession or control of the Company Entities concerning any non-compliance of the Company Entities with, or liability of any Company

Entity under Environmental Law.

Section 4.22 Absence

of Changes. Except as set forth in Section 4.22 of the Company Disclosure Letter, since the Interim Balance Sheet Date,

(a) the Company Entities have conducted the business in the ordinary course of business consistent with past practice, (b) there

has not been any Company Material Adverse Effect; (c) other than in the ordinary course of business consistent with past practice,

any purchase, redemption or other acquisition by the Company of any securities of the Company Entities, and (d) any action taken

or agreed upon by any of the Company Entities that would be prohibited by Section 6.1 if such action were taken on or after the

date hereof without the consent of Acquiror.

Section 4.23 Anti-Corruption

Compliance.

(a) For

the past five (5) years, none of the Company Entities, nor, to the knowledge of the Company, any director, officer, employee or agent

acting on behalf of the Company Entities, has offered or given anything of value to: (i) any official or employee of a Governmental

Authority, any political party or official thereof, or any candidate for political office or (ii) any other Person, in any such case

while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any

official or employee of a Governmental Authority or candidate for political office, in each case of clauses (i) and (ii) in violation

of the Anti-Bribery Laws.

(b) Each

of the Company Entities has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material

respects with the Anti-Bribery Laws.

are no current or pending internal investigations or audits, or, to the knowledge of the Company, third-party investigations (including

by any Governmental Authority), or external audits that address any material allegations or information concerning possible material violations

of the Anti-Bribery Laws related to the Company Entities.

Section 4.24 Information

Supplied. None of the information related to the Company Entities supplied or to be supplied by the Company Entities specifically

in writing for inclusion in the Registration Statement will, at the date on which the Proxy Statement is first mailed to the Company

Shareholders or Acquiror Shareholders or at the time of the Company Shareholders’ Meeting or the Acquiror Shareholders’ Meeting,

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 therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing,

the Company makes no representation, warranty or covenant with respect to (a) statements made or incorporated by reference therein based

on information supplied by Acquiror Entities for inclusion or incorporation by reference in the Proxy Statement or (b) any projections

or forecasts included in the information supplied or to be supplied by the Company Entities as contemplated herein.

Section 4.25 Transactions

with Affiliates. Except for employment relationships and compensation, benefits and travel advances provided in the ordinary

course of business, transactions solely between Company Entities or as disclosed on Section 4.25 of the Company Disclosure Letter or

in the SEC Reports, none of the Company Entities nor any of its Affiliates, nor any officer, director, manager, employee, trustee or

beneficiary of a Company Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or

indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently a party to any transaction

with a Company Entity, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as

officers, directors or employees of the Company Entity), (b) providing for the rental of real property or personal property from

or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company Entity

in the ordinary course of business consistent with past practice) any Related Person. Except as set forth on Section 4.25 of the Company

Disclosure Letter or in the SEC Reports, no Company Entity has outstanding any Contract or other arrangement or commitment with any Related

Person, and no Related Person owns any real property or material personal property, or material right, tangible or intangible (including

Intellectual Property) which is used in the business of any Company Entity.

Section 4.26 Brokers’

Fees. Except as set forth on Section 4.26 of the Company Disclosure Letter, no broker, finder, investment banker or

other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated

hereby based upon arrangements made by any of the Company Entities or any of their Affiliates for which Acquiror or any of the Company

Entities has any obligation.

Section 4.27 No

Additional Representation or Warranties; No Reliance. Except as provided in this Article IV (as modified by the Company Disclosure

Letter and the SEC Reports), and the representations and warranties as may be provided in other agreements entered into in connection

with the transactions contemplated by this Agreement, none of the Company Entities or Affiliates, nor any of their respective Representatives

has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating

to or with respect to this Agreement or the transactions contemplated hereby to Acquiror, Merger Sub or any of their Subsidiaries, Affiliates

or Representatives. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS Section 4.27 (INCLUDING THE COMPANY DISCLOSURE LETTER), THE COMPANY

MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE ACQUIROR ENTITIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY

OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR

OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. WITHOUT LIMITING

THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE IV OR BY THE COMPANY OR ANY

OF ITS AFFILIATES IN ANY ANCILLARY AGREEMENT, NONE OF THE COMPANY ENTITIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE

REPRESENTATIVES IS MAKING OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (A) THE

INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THE ACQUIROR ENTITIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF THE

COMPANY ENTITIES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; (B) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL

INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (C) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING

TO THE COMPANY ENTITIES OR THEIR RESPECTIVE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND

PROJECTED OPERATIONS OF THE FOREGOING. EACH OF THE ACQUIROR ENTITIES HEREBY ACKNOWLEDGES THAT THEY HAVE NOT RELIED ON, AND EACH OF THE

ACQUIROR ENTITIES HEREBY EXPRESSLY DISCLAIMS RELIANCE ON, ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN

THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS. EACH OF THE ACQUIROR ENTITIES ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS SATISFACTION,

AN INDEPENDENT INVESTIGATION AND

VERIFICATION OF THE COMPANY ENTITIES AND THEIR RESPECTIVE BUSINESS, ASSETS, LIABILITIES, PROPERTIES,

FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS, AND IN MAKING ITS DETERMINATION, EACH OF THE ACQUIROR ENTITIES HAS

RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE

COMPANY EXPRESSLY SET FORTH IN THIS AGREEMENT AND THOSE EXPRESSLY SET FORTH IN THE ANCILLARY AGREEMENTS. The Company acknowledges and

agrees that, except for the representations and warranties contained in Article V (as modified by the Acquiror Disclosure Letter) and

in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Acquiror or its Affiliates

nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of

any information, data, or statement regarding Acquiror or the transactions contemplated hereunder, including in respect of Acquiror,

the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection,

material, statement, or other information not expressly set forth in Article V (as modified by the Acquiror Disclosure Letter) or in

other agreements entered into in connection with the transactions contemplated by this Agreement. The Company is not relying on any representations

or warranties other than those representations or warranties set forth in Article V (as modified by the Acquiror Disclosure Letter) and

the representations and warranties as may be provided in other agreements entered into in connection with the transactions contemplated

by this Agreement.

Article

REPRESENTATIONS AND WARRANTIES OF ACQUIROR ENTITIES

Except as set forth in the disclosure

letter delivered to the Company (the “Acquiror Disclosure Letter”) on the date of this Agreement (each section of which,

subject to Section 11.7, qualifies the correspondingly numbered and lettered representations in this Article V), Acquiror

Entities represent and warrant to the Company as follows:

Section 5.1 Acquiror

Organization. Each Acquiror Entity is a corporation duly incorporated, validly existing and in good standing (or equivalent

status, to the extent that such concept exists) under the Laws of its jurisdiction of incorporation, organization or formation, and has

the requisite company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it

is now being conducted. The copies of Governing Documents of Acquiror Entities, in each case, as amended to the date of this Agreement,

previously delivered to the Company, are true, correct and complete. Merger Sub has no assets or operations other than those required

to effect the transactions contemplated hereby. All of the equity interests of Merger Sub are held directly by Acquiror. Each Acquiror

Entity is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership

of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so

licensed or qualified would not be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.

Section 5.2 Due

Authorization.

(a) Each

Acquiror Entity has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated

hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder

and thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly

executed and delivered by each of Acquiror Entity, and this Agreement constitutes, and at or prior to the Closing, the other documents

contemplated hereby will constitute, a legal, valid and binding obligation of each Acquiror Entity, enforceable against each Acquiror

Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and

similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) The

execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated

hereby and thereby have been (i) duly and validly authorized and approved by the Acquiror Board, and by Acquiror as the sole stockholder

of Merger Sub, and (ii) determined by the Acquiror Board as advisable to Acquiror and the Acquiror Shareholders and recommended

for approval by the Acquiror Shareholders. On or prior to the date of this Agreement, the Acquiror Board has duly adopted resolutions

at a meeting or by unanimous written consent (i) determining that this Agreement and the other documents to which Acquiror is a

party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of,

Acquiror and Acquiror’s Stockholders, (ii) authorizing and approving the execution, delivery and performance by Acquiror of

this Agreement and the other documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and

thereby, and (iii) authorizing the issuance of the Company Consideration Shares in connection with the Merger. Other than the approvals

in this Section 5.2(b), no other action or proceeding is required on the part of any Acquiror Entity to enter into this Agreement

or the Merger or consummate the transactions contemplated hereby. The Acquiror Shareholder Approval is the only approval of the Acquiror

Shareholders necessary to adopt this Agreement or approve the Merger or consummate the transactions contemplated hereby.

Section 5.3 No

Conflict. Subject to the Acquiror Shareholder Approvals, the execution and delivery of this Agreement by the Acquiror Entities

and the other documents contemplated hereby by the Acquiror Entities and the consummation of the transactions contemplated hereby and

thereby do not and will not (a) violate or conflict with any provision of, or result in the breach of or default under the Governing

Documents of any of the Acquiror Entities (b) violate or conflict with any provision of, or result in the breach of, or default

under any applicable Law or Governmental Order applicable to the Acquiror Entities, (c) violate or conflict with any provision of,

or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice

or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which

an Acquiror Entity is a party or by which an Acquiror Entity may be bound, or terminate or result in the termination of any such Contract

or (d) result in the creation of any Lien upon any of the properties or assets of an Acquiror Entity, except, in the case of clauses (b)

through (d), to the extent that the occurrence of the foregoing would not have, or would not reasonably be expected to have, individually

or in the aggregate, an Acquiror Material Adverse Effect.

Section 5.4 Litigation

and Proceedings. There are no pending or, to the knowledge of Acquiror, threatened Legal Proceedings against an Acquiror Entity,

their respective properties or assets, or, to the knowledge of Acquiror, any of their respective directors, managers, officers or employees

(in their capacity as such). There are no investigations or other inquiries pending or, to the knowledge of Acquiror, threatened by any

Governmental Authority, against an Acquiror Entity, their respective properties or assets, or, to the knowledge of Acquiror, any of their

respective directors, managers, officers or employees (in their capacity as such). There is no outstanding Governmental Order imposed

upon an Acquiror Entity, nor are any assets of the Acquiror Entities’ respective businesses bound or subject to any Governmental

Order the violation of which would, individually or in the aggregate, reasonably be expected to be material to Acquiror. Each Acquiror

Entity is, and has since its inception been, in compliance with all applicable Laws in all material respects. Since Acquiror’s

formation, the Acquiror Entities have not received any written notice of or been charged with the violation of any Laws, except where

such violation has not been, individually or in the aggregate, material to Acquiror.

Section 5.5 Financial

Statements; Internal Controls; Listing.

(a) As

used herein, the term “Acquiror Financial Statements” means the (i) audited financial statements of Acquiror

(including, in each case, any related notes thereto), consisting of the balance sheets of Acquiror from October 27, 2025 to December

31, 2025, and the related audited statements of operations, changes in equity and statements of cash flows for the fiscal year then ended,

each audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards (the “Acquiror Audited Financial Statements”),

and (ii) Acquiror prepared financial statements, consisting of the balance sheet of Acquiror as of March 31, 2026 and the related

statements of operations, changes in equity and statement of cash flows for the period ending March 31, 2026 (the “Acquiror

Interim Financial Statements”). True and correct copies of the Financial Statements have been provided to the Company. The

Financial Statements (i) accurately reflect the books and records of Acquiror as of the times and for the periods referred to therein,

(ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except as may be indicated

in the notes thereto and, in the case of the Acquiror Interim Financial Statements, the absence of footnotes or the inclusion of limited

footnotes), and (iii) fairly present, in all material respects, the financial position of Acquiror as of the respective dates thereof

and the results of the operations and cash flows of Acquiror for the periods indicated (subject, in the case of the Acquiror Interim

Financial Statements, to normal, recurring or immaterial year-end adjustments and the absence of footnotes). Since its inception, Acquiror

has not made or adopted any material change in its accounting methods, practices or policies. Acquiror maintains systems of internal

accounting controls that are designed to provide reasonable assurance that books and records of the Company have been, and are being,

maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

(b) Neither

Acquiror (including any employee thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any

significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether

or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements

or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

accounts receivable reflected on the most recent balance sheet of Acquiror represent bona fide and valid obligations arising from sales

actually made or services actually performed and to Acquiror’s knowledge, have been appropriately and adequately reserved for in

accordance with GAAP, consistent with past practices.

Section 5.6 Governmental

Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained

in this Agreement, no Governmental Authorization or consent, waiver, approval or authorization of, or designation, declaration or filing

with, or notification to, any other Person is required on the part of the Acquiror Entities with respect to the Acquiror Entities’

execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements

of the HSR Act, (ii) the filings with the Nevada Secretary of State contemplated by Section 3.1 and (iii) as otherwise disclosed

in Section 5.6 of the Acquiror Disclosure Letter.

Section 5.7 Investment

Company Act; JOBS Act. Acquiror is not an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Acquiror

constitutes an “emerging growth company” within the meaning of the JOBS Act.

Section 5.8 No

Undisclosed Liabilities. Except as set forth on Section 5.8 of the Acquiror Disclosure Letter, there is no other liability,

debt (including Indebtedness) or obligation of, or claim or judgment against, Acquiror (whether direct or indirect, absolute or contingent,

accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities, debts, obligations,

claims or judgments (a) reflected or reserved for on the Acquiror Financial Statements or disclosed in the notes thereto, (b) that

have arisen since March 31, 2026 in the ordinary course of business, consistent with past practice, of Acquiror, (c) arising in

connection with the transactions contemplated herein, or (d) that would not, individually or in the aggregate, reasonably be expected

to be material to Acquiror.

Section 5.9 Capitalization

of Acquiror.

(a) As

of the date of this Agreement, the authorized share capital of Acquiror is 5,000,000 shares of Acquiror Common Stock. As of the close

of business on the date of this Agreement, (i) 233,252 shares of Acquiror Common Stock were issued and outstanding and (ii) warrants to

purchase 11,576 shares of Acquiror Common Stock at an exercise price per share of $128.62 were issued and outstanding. The foregoing represents

all of the issued and outstanding Acquiror Common Stock as of the date of this Agreement. All issued and outstanding Acquiror Common Stock

(i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued

in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Acquiror’s

Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject

to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription

right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror

is a party or otherwise bound.

(b) Except

as set forth in Section 5.9 of the Acquiror Disclosure Letter, there is no outstanding Indebtedness of the Acquiror and there

are no outstanding Contracts of Acquiror to repurchase, redeem or otherwise acquire any Acquiror Common Stock.

as set forth in this Section 5.9 or as contemplated by this Agreement or the other documents contemplated hereby, Acquiror has

not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable

or exercisable for Acquiror Common Stock, or any other commitments or agreements providing for the issuance of additional shares, the

sale of treasury shares, for the repurchase or redemption of any Acquiror Common Stock or the value of which is determined by reference

to the Acquiror Common Stock, and there are no Contracts of any kind which may obligate Acquiror to issue, purchase, redeem or otherwise

acquire any of its Acquiror Common Stock.

(d) The

Company Consideration Shares when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid

and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in

violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right

under any provision of applicable Law, Acquiror’s Governing Documents, or any Contract to which Acquiror is a party or otherwise

bound, and shall not be subject to any Lien other than those set forth in the Ancillary Agreements and the Governing Documents of Acquiror

and those arising under applicable securities Laws.

(e) Acquiror

has no Subsidiaries apart from Merger Sub, and does not own, directly or indirectly, any equity interests or other interests or investments

(whether equity or debt) in any Person, whether incorporated or unincorporated. Acquiror is not party to any Contract that obligates Acquiror

to invest money in, loan money to or make any capital contribution to any other Person.

(f) Acquiror

Shareholders are not entitled to dissenter’s rights under the Colorado Act in connection with the transactions contemplated by this

Agreement, and the Acquiror Board has not adopted or approved any resolution pursuant to the Colorado Act or otherwise granting dissenter’s,

appraisal or similar rights to any holder of shares of Acquiror or any other equity interests of or in Acquiror or to any other person.

Section 5.10 Brokers’

Fees. Except fees described in Section 5.10 of the Acquiror Disclosure Letter, no broker, finder, investment banker

or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated

hereby based upon arrangements made by Acquiror or any of its Affiliates.

Section 5.11 Taxes.

(a) All

income and other material Tax Returns required to be filed by or with respect to Acquiror or its Subsidiaries have been timely filed (taking

into account any applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All income or other

material Taxes owed by Acquiror or any of its Subsidiaries (whether or not shown on any Tax Return) have been fully and timely paid.

(b) Acquiror’s

financial statements contain adequate reserves in accordance with GAAP for all liabilities for income and other material Taxes of the

Acquiror Entities that have accrued but are not yet due and payable or that are being contested in good faith as of the dates thereof.

Acquiror Entities have collected and withheld all material Taxes required to be collected and withheld from payments to third parties

and have, within the time and manner prescribed by Law, paid over to the proper Governmental Authority all material amounts required to

be collected or withheld and paid over under applicable Laws.

(d) There

is no Legal Proceeding currently pending or, to the knowledge of Acquiror, threatened in writing against Acquiror or any of its Subsidiaries

by a Governmental Authority in a jurisdiction where such entity does not file Tax Returns that it is or may be subject to taxation by

that jurisdiction.

(e) There

are no claims, assessments, audits, examinations, investigations or other Legal Proceedings pending or currently outstanding against the

Acquiror or any of its Subsidiaries in respect of any Tax, and neither the Acquiror nor any of its Subsidiaries has been notified in writing

of any proposed Tax claims or assessments against it. There is no Tax deficiency outstanding, proposed in writing or assessed against

the Acquiror or any of its Subsidiaries, which deficiency has not been satisfied by payment, settled or withdrawn.

(f) There

are no Liens with respect to Taxes upon the property or assets of Acquiror or its Subsidiaries, other than Permitted Liens.

(g) Neither

the Acquiror nor any of its Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess

any amount of Taxes. There are no outstanding requests by the Acquiror or any of its Subsidiaries for any extension of time within which

to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(h) Neither

the Acquiror nor any of its Subsidiaries has made any change in accounting method (except as required by a change in Law) or received

a ruling from, or signed an agreement with, any Tax authority that would reasonably be expected to have a material impact on its Taxes

following the Closing. No power of attorney that has been granted by the Acquiror or any of its Subsidiaries with respect to a Tax matter

is currently in effect.

(i) Neither

the Acquiror nor any of its Subsidiaries has participated in any “listed transaction,” as defined in U.S. Treasury Regulation

Section 1.6011-4(b)(2).

(j) Neither

Acquiror nor any of its Subsidiaries is liable for Taxes of any other Person (other than the Acquiror or any of its Subsidiaries) under

Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor

or by Contract (other than customary commercial Contracts not primarily related to Taxes).

(k) No

Acquiror Entity is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling,

memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any request for such a ruling, memorandum, or

agreement outstanding.

(l) No

Acquiror Entity is a party to or bound by any Tax allocation, indemnity or sharing agreement that would have continuing effect after the

Closing Date, other than, in each case, customary commercial Contracts not primarily related to Taxes.

(m) No

Acquiror Entity: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities qualifying for, or intended to qualify for, Tax-free

treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution

which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e)

of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has been during the applicable period

set forth in Section 897(c)(1), a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(n) Section

5.11(n) of the Acquiror Disclosure Letter lists the U.S. federal and state income Tax classification of each Acquiror Entity, and,

except as set forth in Section 5.11(n) of the Acquiror Disclosure Letter, such classification has not changed since the formation of

each such entity.

(o) No

Acquiror Entity will be required to include any material item of income, or exclude any material item of deduction, for any taxable period

(or portion thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed

by Section 453 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction occurring before the Closing;

(ii) a disposition occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar

provision of state, local, or non-U.S. Law); (iii) any prepaid amounts received prior to the Closing or deferred revenue realized,

accrued or received prior to the Closing; (iv) a change in method of accounting under Section 481 of the Code or any similar

provision of state, local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing (or as a result

of an impermissible method used prior to Closing); (v) an agreement entered into with any Governmental Authority (including a “closing

agreement” under Section 7121 of the Code) prior to the Closing; or (vi) intercompany transactions or any excess loss

account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local

or non-U.S. income Tax Law) that occurred or were in existence prior to the Closing.

Section 5.12 Merger

Sub Activities.

Since its incorporation, Merger

Sub has not conducted any business activities other than activities: (i) in connection with its incorporation; or (ii) directed

toward the accomplishment of a business combination in accordance with its Governing Documents. Except as set forth in the Governing Documents

of Acquiror, there is no Contract or Governmental Order binding upon Acquiror or any of its Subsidiaries or to which any of them is a

party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any material business practice

of it or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing. No Acquiror

Entity owns or leases any real property or personal property.

Section 5.13 Employees

and Benefits. Section 5.13 of the Acquiror Disclosure Letter sets forth a true, correct and complete list of the directors,

officers and employees of Acquiror. None of the Acquiror or any of its Subsidiaries has ever sponsored, maintained, contributed to (or

been required to contribute to), or has ever had any liability or obligation with respect to, any “employee benefit plan”

(within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) or any other compensation, retirement, health and welfare

or other benefit plan, program, policy, agreement or arrangement. Neither the Ancillary Agreements nor the consummation of the transactions

contemplated hereby (either alone or upon the passage of time) will (a) cause any compensatory payment or benefit, including any retention,

bonus, fee, distribution, remuneration, or other compensation payable to any person who is or has been an employee or director of, or

independent contractor to, Acquiror (other than fees paid to consultants, advisors, placement agents or underwriters engaged by Acquiror

in connection with its initial public offering or this Agreement and the transactions contemplated hereby) to increase or become due

to any such person or (b) result in forgiveness of indebtedness with respect to any director, officer and employee of Acquiror.

Section 5.14 Transactions

with Affiliates. None of the Acquiror Entities nor any of its Affiliates, nor any officer, director, manager, employee, trustee

or beneficiary of an Acquiror Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly

or indirectly through an Affiliate of such Person) is presently a party to any transaction with an Acquiror Entity.

Section 5.15 Anti-Corruption

Compliance. Since its inception, none of the Acquiror Entities, nor, to the knowledge of the Acquiror, any director, officer,

employee or agent acting on behalf of the Acquiror Entities, has offered or given anything of value to: (i) any official or employee

of a Governmental Authority, any political party or official thereof, or any candidate for political office or (ii) any other Person,

in any such case while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or

indirectly, to any official or employee of a Governmental Authority or candidate for political office, in each case in violation of the

Anti-Bribery Laws. Each of the Acquiror Entities has instituted and maintains policies and procedures reasonably designed to ensure compliance

in all material respects with the Anti-Bribery Laws. To the knowledge of the Acquiror, as of the date hereof, there are no current or

pending internal investigations, third-party investigations (including by any Governmental Authority), or internal or external audits

that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the

Acquiror Entities.

Section 5.16 Information

Supplied. None of the information supplied or to be supplied by the Acquiror Entities specifically in writing for inclusion

in the Registration Statement will, at the date on which the Proxy Statement is first mailed to the Company Shareholders or the Acquiror

Shareholders or at the time of the Company Shareholders’ Meeting or the Acquiror Shareholders’ Meeting, 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

therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Acquiror makes no representation,

warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by

the Company Entities.

Section 5.17 No

Additional Representation or Warranties. Except as provided in this Article V (as modified by the Acquiror Disclosure Letter),

and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated

by this Agreement, none of the Acquiror Entities nor any of their respective Representatives has made, or is making, any representation

or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the

transactions contemplated hereby to the Company or any of its Subsidiaries or Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN

THIS Section 5.17 (INCLUDING THE ACQUIROR DISCLOSURE LETTER), EACH OF THE ACQUIROR ENTITIES MAKES NO OTHER REPRESENTATIONS OR

WARRANTIES TO THE COMPANY ENTITIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE ACQUIROR ENTITIES OR ITS RESPECTIVE

BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. Each of the Acquiror Entities acknowledges and agrees that,

except for the representations and warranties contained in Article IV (as modified by the Company Disclosure Letter) and in other

agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its Affiliates nor any

other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information,

data, or statement regarding the Company Entities or the transactions contemplated hereunder, including in respect of the Company and

the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection,

material, statement, or other information not expressly set forth in Article IV (as modified by the Company Disclosure Letter)

or in other agreements entered into in connection with the transactions contemplated by this Agreement. Each of the Acquiror Entities

is not relying on any representations or warranties other than those representations or warranties set forth in Article IV (as

modified by the Company Disclosure Letter) and the representations and warranties as may be provided in other agreements entered into

in connection with the transactions contemplated by this Agreement.

Article

COVENANTS OF THE COMPANY

Section 6.1 Conduct

of Business. From the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant

to Article X (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as set

forth on Section 6.1 of the Company Disclosure Letter, as otherwise explicitly required by this Agreement or the Ancillary Agreements,

as required by applicable Law or as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld,

delayed or denied) operate the business of the Company and its Subsidiaries in the ordinary course consistent with past practice. Without

limiting the generality of the foregoing, during the Interim Period, except as set forth on Section 6.1 of the Company Disclosure

Letter or as consented to by Acquiror in writing (which consent, other than in connection with Section 6.1(b), shall not be unreasonably

conditioned, withheld, delayed or denied) the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise

contemplated by this Agreement or the Ancillary Agreements or required by Law:

(a) change

or amend the Governing Documents of the Company or any of the Company’s Subsidiaries or;

(b) issue,

sell, pledge, dispose of, grant, transfer, subject to any Lien or encumber any shares of capital stock of, or other securities in, the

Company Entities;

combine, reclassify, recapitalize or otherwise amend any terms of any securities or series of the Company’s or any of its Subsidiaries’

capital stock or equity interests, except for any such transaction by a wholly owned Subsidiary of the Company that remains a wholly owned

Subsidiary of the Company after consummation of such transaction;

(d) purchase,

repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests

or other equity interests of the Company Entities, except for (i) the acquisition by the Company Entities of any shares of capital

stock, membership interests or other equity interests of the Company Entities in connection with the forfeiture or cancellation of such

interests, (ii) transactions between the Company and any wholly owned Subsidiary of the Company or between wholly owned Subsidiaries

of the Company and (iii) transactions pursuant to Company Material Contracts in effect as of the date hereof;

(e) enter

into, modify or otherwise amend in a manner material and adverse to the Company Entities, waive any material right or obligation, or

terminate (other than expiration in accordance with its terms or termination due to uncured breach) any Company Material Contract or

Contract of a type required to be listed on Section 4.12(a) of the Company Disclosure Letter had such Contract been entered into

prior to the date of this Agreement, other than (i) in the ordinary course of business consistent with past practices or as required

by Law or (ii) in accordance with Section 8.10;

(f) enter

into, modify or otherwise amend, waive any material right or obligation, or terminate any Contract with an Affiliate of the Company other

than as required by Law;

(g) sell,

assign, transfer, convey, lease, subject to any Lien or encumber or otherwise dispose of any material tangible assets or properties of

the Company Entities, except for (i) transactions among the Company and its wholly owned Subsidiaries or among its wholly owned Subsidiaries,

or (ii) transactions in the ordinary course of business consistent with past practice and/or due to obsolescence;

(h) except

as otherwise required by Law, existing Company Benefit Plans, this Agreement or the Contracts listed on Section 4.13 of the Company

Disclosure Letter, (i) grant any equity-based compensation, severance, retention, change in control or termination or similar pay,

(ii) make any change in the key management structure of the Company Entities, including the hiring of additional officers or the

termination of existing officers, other than terminations for cause or due to death, disability, resignation or retirement, (iii) terminate,

adopt, enter into or

materially amend any Company Benefit Plan (other than to conduct its annual renewal and reenrollment of its health

and welfare plans in the ordinary course of business), (iv) increase the cash compensation or bonus opportunity of any employee, officer,

director or other individual service provider, except in the ordinary course of business consistent with past practice or as reflected

in any budget or financial forecast provided to Acquiror prior to the date hereof, (v) establish any trust or take any other similar

action to secure the payment of any compensation payable by the Company Entities, or (vi) take any action to amend or waive any

performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company

Entities;

(i) enter

into or extend any collective bargaining agreement or similar labor agreement, other than as required by applicable Law, or recognize

or certify any labor union, labor organization, or group of employees of the Company Entities as the bargaining representative for any

employees of the Company Entities;

(j) (x) merge,

consolidate or combine with any Person or (y) acquire or agree to acquire by merging or consolidating with, or by purchasing any

equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or

other business organization or division thereof, or otherwise acquire or agree to acquire any assets;

(k) (i) issue

or sell any debt securities or warrants or other rights to acquire any debt securities of the Company Entities, (ii) incur, advance,

make capital contributions to, or investments in, assume or otherwise become liable for any Indebtedness for borrowed money in excess

of $1,000,000 individually or $5,000,000 in the aggregate, (iii) guarantee any Indebtedness of another Person in excess of $250,000

individually or $5,000,000 in the aggregate, (iv) make or commit to make capital expenditures other than in an amount not in excess

of $500,000, in the aggregate, except in the ordinary course of business and consistent with past practice, or (v) create any material

Liens on any material property or assets of any of the Company Entities in connection with any Indebtedness thereof (other than Permitted

Liens);

(l) (i) make,

rescind or otherwise change any material election relating to Taxes, (ii) settle any claim, action, suit, litigation, proceeding,

arbitration, investigation, audit or controversy relating to Taxes, (iii) enter into any closing agreement or any similar agreement

relating to Taxes, (iv) file any amended income or other material Tax Return, (v) surrender any claim for any material Tax refund,

(vi) make any material change in its Tax policies or procedures, (vii) consent to any extension or waiver of any limitation

period with respect to any income or other Tax claim or assessment, (viii) enter into a Tax allocation agreement, Tax sharing agreement

or Tax indemnity agreement (other than any such agreements the primary purpose of which is unrelated to Tax); or (ix) grant any power

of attorney relating to any Tax matter;

(m) adopt

a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other

reorganization of any Company Entity;

(n) waive,

release, settle, compromise or otherwise resolve any inquiry, investigation, claim, litigation or other Legal Proceedings, other than

where such action is solely monetary in nature and do not exceed $500,000 individually or $1,000,000 in the aggregate;

(o) transfer,

license, sublicense, sell, transfer, assign, dispose of, abandon, fail to enforce or permit to lapse any rights to any Company IP or Company

IP Licenses;

(p) terminate

without replacement or amend in a manner materially detrimental to the Company Entities, taken as a whole any License or Insurance Policy;

(q) authorize,

agree in writing or otherwise agree, commit or resolve to take any of the actions described in this Section 6.1.

The Parties acknowledge and agree

that the restrictions set forth in this Agreement are not intended to give Acquiror or Merger Sub, directly or indirectly, the right to

control or direct the business or operations of the Company and its Subsidiaries any time prior to the Effective Time. Prior to the Effective

Time, the Company and its Subsidiaries will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete

control and supervision over their own business and operations.

Section 6.2 Pre-Closing

CVR Restructuring.

(a) Prior

to the Closing Date, the Company, Assetco and the Trust will consummate the Pre-Closing CVR Restructuring pursuant to which such parties

shall: (a) form Assetco as a wholly-owned Subsidiary of the Company; (b) cause the contribution of all of the Company Assets and Liabilities

from the Company to Assetco in exchange for all of Assetco’s issued and outstanding shares of capital stock (the “Assetco

Contribution”), using a contribution agreement in a form reasonably satisfactory to Acquiror (the “Pre-Closing Company

Assets and Liabilities Contribution Agreement”); (c) form the Trust as a wholly-owned Subsidiary of the Company; (d) cause

the contribution of all of the issued and outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for

all of the Trust’s contingent value rights interests, using a contribution agreement in a form reasonably satisfactory to Acquiror

(the “Pre-Closing Assetco Shares Contribution Agreement”); and (e) cause the distribution of the contingent value

rights interests from the Company to the Company Stockholders (the “CVR Interests Distribution”), using a distribution

agreement in a form reasonably satisfactory to Acquiror (the “Pre-Closing CVR Interests Distribution Agreement” and,

together with the Pre-Closing Company Assets and Liabilities Contribution Agreement and Pre-Closing Assetco Shares Contribution Agreement,

the “Pre-Closing CVR Restructuring Agreements”), after which the Company shall retain no ownership or other interest

(whether in the form of stock, trust interests, or otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing

CVR Restructuring”).

(b) If,

at any time after the Closing, the Company Entities or any of their respective Affiliates owns or is in possession of any Company Asset

and Liability, then Acquiror shall cause such Company Entity to promptly transfer or assign, or cause its applicable Affiliate to transfer

or assign, such Company Assets and Liabilities to Assetco (and Assetco shall accept and irrevocably assume any such Company Assets and

Liabilities), for no additional consideration. Until the transfer of any such Company Assets and Liabilities are effected, the Company

shall, or

shall cause its applicable Affiliate to, preserve the value of, and hold in trust for the use and benefit of, Assetco or it

designated Affiliates such Company Assets and Liabilities and provide to Assetco or its designated Affiliates all of the benefits arising

from such funds or assets and otherwise cause such Company Assets and Liabilities to be used as reasonably instructed by Acquiror, Assetco

or their designated Affiliates.

Section 6.3 Stockholder

Litigation. In the event that any litigation related to this Agreement, any Ancillary Agreement or the transactions contemplated

hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or the Company Board by

any of the Company Stockholders prior to the Closing, the Company shall promptly notify Acquiror in writing of any such litigation and

keep Acquiror reasonably informed with respect to the status thereof. The Company shall provide Acquiror the opportunity to participate

in (subject to a customary joint defense agreement), at the sole cost and expense of Acquiror, but not control, the defense of any such

litigation, shall give due consideration to Acquiror’s advice with respect to such litigation and shall not settle any such litigation

without prior written consent of Acquiror, such consent not to be unreasonably withheld, conditioned or delayed.

Section 6.4 Inspection.

Subject to confidentiality obligations that may be applicable to information furnished to the Company Entities by third parties that

may be in the Company Entities’ possession from time to time, and except for any information that is subject to attorney-client

privilege (provided that to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in

a manner that preserves such privilege or compliance with such confidentiality obligation), and to the extent permitted by applicable

Law, (a) the Company shall, and shall cause its Subsidiaries to, afford to Acquiror and its accountants, counsel and other representatives

reasonable access during the Interim Period (including for the purpose of coordinating transition planning for employees), during normal

business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business

of the Company Entities, to all of their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers

and employees of the Company Entities, and shall furnish such representatives with all financial and operating data and other information

concerning the affairs of the Company Entities as such representatives may reasonably request, including all monthly income statements

prepared by the Company Entities; provided that such access shall not include any unreasonably invasive or intrusive investigations or

other testing, sample or analysis of any properties, facilities or equipment of the Company Entities without the prior written consent

of the Company, and (b) the Company shall, and shall cause its Subsidiaries to, provide to Acquiror and, if applicable, its accountants,

counsel or other representatives, (x) such information and such other materials and resources relating to any material Legal Proceeding

initiated, pending or threatened during the Interim Period, in each case, as Acquiror or such representative may reasonably request,

(y) prompt written notice of any material status updates in connection with any such material Legal Proceedings, and (z) copies

of any communications sent or received by the Company Entities in connection with such material Legal Proceedings, matters and decisions

(and, if any such communications occurred orally, the Company shall, and shall cause its Subsidiaries to, memorialize such communications

in writing to Acquiror). All information obtained by Acquiror and its Subsidiaries and their respective representatives pursuant to this

Section 6.4 shall be subject to the Confidentiality Agreement. Neither Acquiror nor its accountants, counsel and other representatives

will contact any employee, customer, or supplier of any Company Entity without the prior written consent of the Company, and the Company

shall have the right to have a representative participate in any such discussion.

Section 6.5 Listing.

During the Interim Period, the Company shall use its reasonable best efforts to remain listed as a public company on Nasdaq.

Section 6.6 No

Trading. The Company acknowledges and agrees that it is aware, and that the Company’s Representatives are aware, or

upon receipt of any material nonpublic information will be advised, of the restrictions imposed by Laws on a Person possessing material

nonpublic information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material nonpublic

information, it shall not purchase or sell any securities of Acquiror (other than engaging in the transactions described herein), communicate

such information to any third party (other than its Representatives that need to know such information in furtherance of the consummation

of the transactions contemplated by this Agreement and the Ancillary Agreements), take any other action with respect to Acquiror in violation

of such Laws, or cause or encourage any third party to do any of the foregoing. Acquiror acknowledges and agrees that it is aware, and

that Acquiror’s Representatives are aware, or upon receipt of any material nonpublic information will be advised, of the restrictions

imposed by Laws on a Person possessing material nonpublic information about a publicly traded company. Acquiror hereby agrees that, while

it is in possession of such material nonpublic information, it shall not purchase or sell any securities of the Company (other than engaging

in the transactions described herein), communicate such information to any third party (other than its Representatives that need to know

such information in furtherance of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements),

take any other action with respect to the Company in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Article

VII

COVENANTS OF ACQUIROR

Section 7.1 Conduct

of Business.

(a) During

the Interim Period, Acquiror shall, and shall cause its Subsidiaries to, except as otherwise explicitly required by this Agreement or

the Ancillary Agreements, as required by applicable Law or as consented to by the Company in writing (which consent shall not be unreasonably

conditioned, withheld, delayed or denied) use reasonable best efforts to, operate the business of Acquiror in the ordinary course consistent

with past practice. Without limiting the generality of the foregoing, except as consented to by the Company in writing (which consent

shall not be unreasonably conditioned, withheld, delayed or denied), Acquiror shall not, and Acquiror shall cause its Subsidiaries not

to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by applicable Law:

(i) change,

modify or amend or seek any approval from the Acquiror Shareholders to change, modify or amend, the Governing Documents of the Acquiror

Entities, except as contemplated by the Acquiror Transaction Proposals;

(ii) (x) make

or declare any dividend or distribution to the Acquiror’s Stockholders or make any other distributions in respect of any of Acquiror’s

or its Subsidiaries’ share capital or equity interests, (y) except for any forward split deemed reasonably necessary by the

Acquiror Board to comply with Acquiror’s obligations under Section 7.2, split, combine, reclassify or otherwise amend any

terms of any shares or series of Acquiror’s or any of its Subsidiaries’ equity interests or (z) purchase, repurchase,

redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership

interests, warrants or other equity interests of the Acquiror Entities;

(iii) create,

incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other

rights to acquire any debt securities of Acquiror or any of its Subsidiaries;

(iv) (A) issue

any Acquiror Common Stock or securities exercisable for or convertible into Acquiror Common Stock, other than the issuances contemplated

by Article III or any forward split deemed reasonably necessary by the Acquiror Board to comply with Acquiror’s obligations

under Section 7.2, or (B) grant any options, warrants or other equity-based awards with respect to Acquiror Common Stock

not outstanding on the date hereof;

(v) merge

or consolidate itself with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into

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

(vi) except

for the Ancillary Agreements, enter into or amend any Contract with an Affiliate;

(vii) discharge,

settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending Legal Proceeding or Legal Proceeding threatened

in writing;

(viii) other

than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments

in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or

lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the

financial condition of any other Person;

(ix) make

any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable

Law;

(x) (i)

make, rescind or otherwise change any material election relating to Taxes, (ii) settle any claim, action, suit, litigation, proceeding,

arbitration, investigation, audit or controversy relating to Taxes, (iii) enter into any closing agreement or any similar agreement relating

to Taxes, (iv) file any amended income or other material Tax Return, (v) surrender any claim for refund, (vi) make any material change

in its Tax policies or procedures, (vii) consent to any extension or waiver of any limitation period with respect to any income or other

Tax claim or assessment, (viii) enter into a Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than any

such agreements the primary purpose of which is unrelated to Tax); or (ix) grant any power of attorney relating to any Tax matter;

(xi) adopt

a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other

reorganization of any Acquiror Entity; or

(xii) authorize,

agree in writing or otherwise agree, commit or resolve to take any of the actions described in this Section 7.1.

(b) During

the Interim Period, Acquiror shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, Acquiror’s

Governing Documents and all other agreements or Contracts to which Acquiror or its Subsidiaries may be a party, other than such agreements

or Contracts in violation of this Agreement.

Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Company, directly or indirectly,

the right to control or direct the business or operations of the Acquiror and Merger Sub any time prior to the Effective Time. Prior to

the Effective Time, Acquiror and Merger Sub will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete

control and supervision over their own business and operations.

Section 7.2 Listing.

Acquiror and the Company shall cooperate (a) in the preparation and submission to the NYSE, NYSE American (or such other exchange

as the Parties shall mutually agreement including Nasdaq) a listing application under NYSE rules and regulations (or the rules and regulations

of such other national securities exchange as the Parties agree to list on), as promptly as practicable after the execution of this Agreement,

covering the Company Consideration Shares, and (b) to obtain approval for the listing of such Company Consideration Shares. The

Company shall reasonably cooperate with Acquiror with respect to such listing and shall be given a reasonable opportunity to review and

comment on such application and other proposed filings with NYSE, NYSE American (or such other national securities exchange as the Parties

shall mutually agree to list on).

Section 7.3 Post-Closing

Directors and Officers of Acquiror.

(a) Acquiror

shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time, the

Board of Directors of Acquiror shall initially consist of five (5) directors, a majority of which will be independent under NYSE, NYSE

American or such other applicable national securities exchange rules and regulations, and shall initially include:

(i) three

(3) director nominees, one of which will be independent under NYSE rules and regulations, designated by Acquiror; and

(ii) two

(2) director nominees designated by the Company, who shall be (A) Kevin W. Schuyler and (B) Carol Craig.

(b) If

any Person nominated pursuant to Section 7.3(a) is not duly elected at the Acquiror’s Stockholders’ Meeting, the Parties

shall take all necessary action to fill any such vacancy on the Acquiror Board with an alternative Person designated by the Company or

Acquiror pursuant to Section 7.3(a).

Section 7.4 Inspection.

Subject to confidentiality obligations that may be applicable to information furnished to Acquiror by third parties that may be in the

Acquiror’s possession from time to time, and except for any information that is subject to attorney-client privilege (provided

that to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves

such privilege or compliance with such confidentiality obligation), and to the extent permitted by applicable Law, Acquiror shall, and

shall cause its Subsidiaries to, afford to the Company and its accountants, counsel and other representatives reasonable access during

the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with

the ordinary course of business of Acquiror, to all of the properties, books, Contracts, commitments, Tax Returns, records and appropriate

officers and employees of Acquiror, and shall furnish such representatives with all financial and operating data and other information

concerning the affairs of Acquiror as such representatives may reasonably request. All information obtained by the Company and its respective

representatives pursuant to this Section 7.4 shall be subject to the Confidentiality Agreement.

Article

VIII

JOINT COVENANTS

Section 8.1 HSR

Act; Other Filings.

(a) In

connection with the transactions contemplated hereby, each of the Company and Acquiror shall (and, to the extent required, shall cause

its Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting

requirements of the HSR Act, if required. Each of the Company and Acquiror shall substantially comply with any Antitrust Information or

Document Requests.

(b) Each

of the Company and Acquiror shall (and, to the extent required, shall cause its Affiliates to) request early termination (if available)

of any waiting period under the HSR Act and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting

period under the HSR Act, if required, and (ii) prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any

other Person, of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated

hereby.

the Company and their respective affiliates shall cooperate in good faith with Governmental Authorities and undertake promptly any and

all action required to complete lawfully the transactions contemplated hereby as soon as practicable (but in any event prior to the Agreement

End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of

any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay,

enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger; provided, however, that none of Acquiror, the Company,

nor any of their respective Affiliates shall be required to (i) divest or hold separate, or enter into any licensing or similar arrangement

with respect to, any assets or any portion of their respective businesses or to otherwise propose, proffer or agree to any other requirement,

obligation, condition or restriction on the conduct of any such business or (ii) terminate, amend or assign existing relationships

and contractual rights and obligations thereof. Notwithstanding anything to the contrary, the foregoing shall not restrict Acquiror, the

Company, nor any of their respective Affiliates in any way with respect to the pursuit of any transaction for such Affiliates’ investment

vehicles other than Acquiror and the Company and their respective Subsidiaries.

(d) With

respect to each of the above filings, and any other requests, inquiries, Legal Proceedings or other proceedings by or from Governmental

Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently

and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization

under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve

any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate

fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company shall promptly furnish to Acquiror,

and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its

Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall

permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such

counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning

the transactions contemplated hereby; provided that none of the parties shall extend any waiting period or comparable period under the

HSR Act or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not

prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Acquiror agrees to provide the Company and its counsel,

the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone,

between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand,

concerning or in connection with the transactions contemplated hereby.

(e) Each

of the Company, on the one hand, and Acquiror, on the other, shall be responsible for and pay one-half of the filing fees payable to the

Antitrust Authorities in connection with the transactions contemplated hereby.

Section 8.2 Preparation

of Registration Statement and Proxy Statement; Stockholders’ Meeting and Approvals.

(a) Proxy

Statement and Registration Statement.

(i) As

promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company shall jointly prepare and Acquiror shall

file with the SEC, a Registration Statement on Form S-4 (the “Registration Statement”) which shall include a joint

proxy statement to be sent to the Acquiror Shareholders relating to the Acquiror Shareholders’ Meeting and to the holders of Company

Common Stock relating to the Company Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto,

the “Proxy Statement”) and which will also be included as a prospectus, in connection with the registration under

the Securities Act of the Company Consideration Shares. Each of Acquiror and the Company shall use its reasonable best efforts to cause

the Registration Statement and the Proxy

Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under

the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary

to consummate the transactions contemplated hereby. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state

securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company

shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be

reasonably requested in connection with any such action. Each of Acquiror and the Company agrees to promptly furnish to the other party

all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equity holders and information

regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration

Statement, the Proxy Statement, any Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions

contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or

their respective Subsidiaries to any regulatory authority (including NYSE, NYSE American or Nasdaq, as applicable) in connection with

the Merger and the other transactions contemplated hereby (the “Offer Documents”). The Company will cause the Proxy

Statement to be mailed to the Company Stockholders in each case promptly after the Registration Statement is declared effective under

the Securities Act. The Proxy Statement shall comply with all applicable requirements under the Dissenter’s Rights Statutes.

(ii) To

the extent not prohibited by Law, each Party shall advise the other, reasonably promptly after it receives notice thereof, of the time

when the Registration Statement, has become effective or any supplement or amendment to the Proxy Statement has been filed, of the issuance

of any stop order or the suspension of the qualification of the Company Common Stock for offering or sale in any jurisdiction, of the

initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the

Registration Statement or Proxy Statement, as applicable, or for additional information. To the extent not prohibited by Law, each Party

and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and Proxy Statement, as applicable,

and any other Offer Document each time before any such Offer Document is filed with the SEC, and each Party shall give reasonable and

good faith consideration to any comments made by the other and its counsel. To the extent not prohibited by Law, each Party shall provide

the other Party and its counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may

receive from time to time from the SEC or its staff with respect to the Registration Statement or Proxy Statement, as applicable, or other

Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate

in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration

shall be given), including by participating with such Party or its counsel in any discussions or meetings with the SEC.

(iii) Each

of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference

in (A) the Registration Statement or Proxy Statement will, at the time the Registration Statement is filed with the SEC, at each

time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the

Proxy Statement will, at the date it is first mailed to the Company Stockholders and at the time of the Company Stockholders’ Meeting,

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 therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing,

(x) the Company shall not be liable for any information in any Offer Document related to Acquiror provided by or approved by Acquiror

or its Representatives (or the omission of any information regarding Acquiror) and (y) Acquiror shall not be liable for any information

in any Offer Document related to the Company provided by or approved by the Company or its Representatives (or the omission of any information

regarding the Company).

(iv) If

at any time prior to the Closing any information relating to the Company, Acquiror or any of their respective Subsidiaries, Affiliates,

directors or officers is discovered by the Company or Acquiror, which is required to be set forth in an amendment or supplement to the

Registration Statement, Proxy Statement, or other Offer Document, in each case, so that neither of such Offer Documents would include

any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration

Statement, Proxy Statement, or other Offer Document in light of the circumstances under which they were made, not misleading, the Party

which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information

shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Company Stockholders or Acquiror Shareholders.

(b) Acquiror

Shareholder Approvals. As promptly as reasonably practicable after the effectiveness of the Registration Statement, Acquiror shall,

in accordance with Acquiror’s Governing Documents and the Colorado Act, duly (1) give notice of and (2) convene and hold

a meeting (the “Acquiror Shareholders’ Meeting”) of the Acquiror Shareholders in accordance with Acquiror’s

Governing Documents and the Colorado Act. Acquiror shall, through the Acquiror Board, recommend to the Acquiror Shareholders the (A) adoption

and approval of this Agreement in accordance with applicable Law, including approval of the Merger, (B) approval of the issuance

of the Company Consideration Shares in connection with the Merger, (C) election of directors effective as of the Closing as contemplated

by Section 7.3(a), (D) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are

necessary in its comments to the Registration Statement or correspondence related thereto, (E) adoption and approval of any other

proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated

hereby and (F) adjournment of the Acquiror Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because

there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (F), together, the “Acquiror

Transaction Proposals”), and include such recommendation in the Proxy Statement. The Acquiror Board shall not withdraw, amend,

qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the Acquiror’s Stockholders

that they vote in favor of the Acquiror Transaction Proposals (together with any withdrawal, amendment, qualification or modification

of its recommendation to the Acquiror’s Stockholders described in this Section 8.2(b), an “Acquiror Modification

in Recommendation”). To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish

a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any

Acquiror Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene

and hold the Acquiror Shareholders’ Meeting

and submit for approval the Acquiror Transaction Proposals and (z) Acquiror agrees

that if the Acquiror Shareholder Approvals shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror

shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this Section 8.2(b),

and hold additional meetings of the Acquiror Shareholders in order to obtain the Acquiror Shareholder Approvals. Acquiror may only adjourn

(and, in the case of the foregoing clauses (i) and (ii), shall adjourn) the Acquiror Shareholders’ Meeting (i) to solicit

additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (ii) for the absence of a quorum and (iii) to

allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in

good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure

to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided that the Acquiror

Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which

the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall

not be held later than five (5) Business Days prior to the Agreement End Date.

Stockholder Approval. The Company shall as promptly as practicable after the Registration Statement is declared effective under the

Securities Act, (i) cause the Proxy Statement included in the Registration Statement to be disseminated to Company Stockholders

in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its stockholders

(the “Company Stockholders’ Meeting”) in accordance with the Company’s Governing Documents, for a date

no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies

from the holders of Company Common Stock to vote in favor of each of the Company Transaction Proposals. The Company shall, through its

Board of Directors, recommend to its stockholders the (A) approval of the Merger in accordance with applicable Law and exchange

rules and regulations, (B) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary

in its comments to the Registration Statement or correspondence related thereto, (C) adoption and approval of any other proposals

as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby,

and (D) postponement or adjournment of the Company Stockholders’ Meeting, if necessary, to permit further solicitation of

proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), together,

the “Company Transaction Proposals”).

(d) Notwithstanding

anything to the contrary contained in Section 8.2(c), and subject to compliance with this Section 8.2 and Section 8.11,

if at any time prior to approval and adoption of this Agreement by the Requisite Vote, (i) the Company receives a bona fide unsolicited

written Acquisition Proposal that did not result from a breach of this Section 8.2 or Section 8.11 and that the Company

Board determines, following consultation with its outside legal counsel and financial advisor, to be a Superior Proposal, or (ii) as

a result of a material development or change in circumstances (other than any such event, development or change to the extent (A) known

or reasonably foreseeable to the Company, the Company Board or any of its executive officers as of the date of this Agreement or (B)

related to (1) any Acquisition Proposal or the consequences thereof, (2) any events, developments or changes relating to the Acquiror

Entities, 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 Acquiror (collectively, a “Company Board Adverse Recommendation Change”) if,

but only if, (x) in the case of a Superior Proposal, following the receipt of and on account of such Superior Proposal, (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 a violation of its fiduciary duties under NRS 78.138, (ii) the Company

has, during the Notice Period, negotiated with Acquiror 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 Proposal and (iii) if, Acquiror has delivered to the Company a written

offer to alter the terms or conditions of this Agreement during the Notice Period, the Company’s Board of Directors 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 with a violation of its fiduciary duties under

NRS 78.138 (after taking into account such alterations of the terms and conditions of this Agreement); provided that (1) Acquiror

receives written notice from the Company confirming that the Company Board has determined to change its recommendation at least two (2)

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 Proposal, (2) during any Notice Period, Acquiror

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 Acquiror in good faith (to the extent Acquiror 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 Proposal and

(3) in the event of any amendment to any Superior Proposal (including any revision in the amount, form or mix of consideration the Company

Stockholders would receive as a result of such potential Superior Proposal), the Company shall be required to provide Acquiror with notice

of such material amendment and the Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain

in the Notice Period following such notification during which the Parties shall comply again with the requirements of this Section 8.2(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

Acquiror, 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 Acquiror 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) To

the fullest extent permitted by applicable Law, (x) the Company’s obligations to establish a record date for, duly call, give

notice of, convene and hold the Company Stockholders’ Meeting shall not be affected by any Company Board Adverse Recommendation

Change, (y) the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders’

Meeting and submit for approval the Company Transaction Proposals and (z) the Company agrees that if the Company Stockholder Approval

shall not have been obtained at any such Company Stockholders’ Meeting, then the Company shall promptly continue to use its reasonable

best efforts to take actions, including the actions required by this Section 8.2(e), and hold additional Company Stockholders’

Meetings in order to obtain the Company Stockholder Approval. The Company may only postpone or adjourn (and, in the case of clauses (i)

and (ii), shall adjourn) the Company Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining

the Company Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing

or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal

counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s

Stockholders prior to the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting (x) may not

be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Company Stockholders’ Meeting

was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business

Days prior to the Agreement End Date.

Section 8.3 Support

of Transaction. Without limiting any covenant contained in Article VI or Article VII, Acquiror and the Company

shall each, and each shall cause its Subsidiaries to (a) use reasonable best efforts to obtain all material consents and approvals

of third parties that any of Acquiror, or the Company or their respective Affiliates are required to obtain in order to consummate the

Merger, and (b) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy

the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon

as practicable.

Section 8.4 Certain

Tax Matters.

(a) Transfer

Taxes. Any and all transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes, and all conveyance

fees, recording charges and other fees and charges (including any associated penalties and interest) incurred in connection with the

transactions contemplated by this Agreement (collectively, “Transfer Taxes”) shall be borne by the Party responsible

therefor under applicable Law; provided, however, that in the event the Acquiror terminates this Agreement in violation of Section

10.1, in addition to any other amounts that may become due or payable in connection with such termination, Acquiror shall reimburse

the Company for any Transfer Taxes paid by the Company prior to the termination of this Agreement but only to the extent such Transfer

Taxes were a liability of the Company and for which payment was due prior to the termination of this Agreement. For the avoidance of

doubt, Transfer Taxes shall not include any federal, state, local or non-U.S. Taxes measured by or based upon income or gains. The Party

responsible under applicable Law for filing Tax Returns and other documentation with respect to Transfer Taxes shall file all necessary

Tax Returns and other documentation with respect to all such Transfer Taxes. The Parties shall use its commercially reasonable best efforts

cooperate in good faith to minimize the amount of any Transfer Taxes payable in connection with the Merger and the other transactions

contemplated hereby.

(b) Intended

Tax Treatment.

(i) CVR

Restructuring. The Parties intend that, for U.S. federal income Tax purposes (and, to the extent permitted, for applicable state

and local income Tax purposes), (A) the Assetco Contribution be treated as an exchange of the Company Assets for Assetco stock described

in Section 1001 of the Code and (B) the CVR Interests Distribution be treated as a distribution of property described in Section 301

of the Code (collectively, the “CVR Restructuring Intended Tax Treatment”). The Parties shall, and shall cause their

respective Affiliates to, (i) prepare and file all Tax Returns consistent with the CVR Restructuring Intended Tax Treatment, and (ii)

not take any position on any Tax Return or in any Legal Proceeding that is inconsistent with the CVR Restructuring Intended Tax Treatment,

unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision

of applicable state or local Law).

(ii) Merger.

The Parties intend that, for U.S. federal income Tax purposes (and, to the extent permitted, for applicable state and local income Tax

purposes), the Merger be treated as a transaction in which Acquiror, using its own stock as consideration, purchases the stock of the

Company from the Company Shareholders in an exchange described in Section 1001 of the Code (collectively, the “Merger Intended

Tax Treatment”). The Parties shall, and shall cause their respective Affiliates to, (i) prepare and file all Tax Returns consistent

with the Merger Intended Tax Treatment, and (ii) not take any position on any Tax Return or in any Legal Proceeding that is inconsistent

with the Merger Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a)

of the Code (or any similar provision of applicable state or local Law).

Section 8.5 Cooperation;

Consultation. From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any

applicable public communication made in compliance with Section 11.10(a)), until the end of the Interim Period, Acquiror and the

Company shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the other and each other’s

financial advisors reasonably informed with respect to the transactions contemplated herein, including by (i) providing regular

updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the Company or Acquiror or their

respective financial advisors with respect to such matters.

Section 8.6 Notification.

During the Interim Period, if the Company or Acquiror becomes aware of any fact or condition arising after the date hereof that (a) for

the Company constitutes a material breach of any representation or warranty made by the Company in Article IV or of any covenant

that would cause the conditions set forth in Section 9.2(a) or Section 9.2(b), as applicable, not to be satisfied as of

the Closing Date, or (b) for Acquiror constitutes a material breach of any representation or warranty made by Acquiror in Article

V or of any covenant that would cause the conditions set forth in Section 9.3(a) or Section 9.3(b), as applicable, not

to be satisfied as of the Closing Date, the Company or Acquiror, as applicable, will (x) disclose in writing to the other Party such

breach and (y) use its reasonable best efforts to cure such breach as promptly as possible.

Section 8.7 Indemnification;

Directors’ and Officers’ Insurance.

(a) Each

of the Acquiror and the Company agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors

and officers of the Acquiror and Company and their respective Subsidiaries, as provided in the Acquiror’s Governing Documents and

the Company’s Governing Documents and the Governing Documents of each such Subsidiaries, as the case may be, or otherwise in effect

as of the date of this Agreement, in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive

the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of

six (6) years (or until the final resolution of any Legal Proceedings commenced during such period), and (ii) Acquiror will perform

and discharge all obligations to provide such indemnity and exculpation during such six (6) year period. To the maximum extent permitted

by applicable Law, during such six (6) year period (or such longer period of resolution), Acquiror shall advance expenses in connection

with such indemnification as provided in the Company’s Governing Documents, Acquiror’s Governing Documents, the Governing

Documents of their respective Subsidiaries, as the case may be, or other applicable agreements. The indemnification and liability limitation

or exculpation provisions of the Company’s Governing Documents and the Acquiror’s Governing Documents and the Governing Documents

of their respective Subsidiaries, or otherwise, shall not, during such six (6) year period, be amended, repealed or otherwise modified

after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing

or at any time prior to the Closing, were directors or officers of the Company or the Acquiror or who served as a director, officer, member,

trustee or fiduciary of another Person at the request of the Company, the Acquiror or their respective Subsidiaries (the “D&O

Persons”) to be so indemnified, receive advances of expenses, have their liability limited or be exculpated with respect to any

matters occurring prior to Closing and relating to the fact that such D&O Person was a director or officer of the Company or the Acquiror

or any other such Person prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law.

(b) None

of Acquiror or the Company shall have any obligation under this Section 8.7 to any D&O Person when and if a court of competent

jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification

of such D&O Person in the manner contemplated hereby is prohibited by applicable Law.

Company shall, at or prior to the Closing, purchase a prepaid “tail” policy of directors’ and officers’ liability

insurance for a period of six (6) years following the Closing Date (the “Company D&O Tail Policy”). The Company

D&O Tail Policy shall (i) cover all Persons who are insured under the Company’s existing directors’ and officers’

liability insurance policy as of the date hereof for acts or omissions occurring at or prior to the Closing, (ii) provide terms, conditions,

retentions, and limits of liability that, in the aggregate, are no less favorable to the insureds than those applicable under such existing

policy, and (iii) be non-cancelable and non-renewable other than by the insureds. Following the purchase of the Company D&O Tail

Policy, Acquiror shall not take, and shall cause its Subsidiaries or Affiliates (including, following the Closing, the Company) not to

take, any action that would result in the cancellation, termination, or lapsing of such coverage. Notwithstanding the foregoing, if the

aggregate premium for the Company D&O Tail Policy would exceed two hundred fifty percent (250%) of the annual premium currently paid

by the Company for its existing directors’ and officers’ liability insurance, the Company shall be required to purchase,

and Acquiror shall be required to maintain, the greatest level of coverage that can be obtained for a premium equal to such two hundred

fifty percent (250%) cap.

(d) If

Acquiror, the Company or any of their respective successors or assigns (i) shall merge or consolidate with or merge into any other

corporation or other Person and shall not be the surviving or continuing corporation or Person of such consolidation or merger or (ii) shall

transfer all or substantially all of their respective properties and assets in one or a series of related transactions to any corporation

or Person, then in each such case, proper provisions shall be made so that the successors or assigns of Acquiror or the Company, as the

case may be, shall assume all of the obligations set forth in this Section 8.7 unless otherwise assumed by operation of Law.

(e) The

D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 8.7

are intended to be third-party beneficiaries of this Section 8.7. This Section 8.7 shall survive the consummation of the

transactions contemplated by this Agreement and shall be binding on all successors and assigns of Acquiror and the Company. The rights

of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing

Documents of the Acquiror or the Company, any other indemnification arrangement, any applicable Law or otherwise.

Section 8.8 Section 16

Matters. Prior to the Effective Time, each of the Company and Acquiror shall take all such steps as may be required (to the

extent permitted under applicable Law) to cause any dispositions of securities of the Company or the Acquiror (including, in each case,

securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated

hereby by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection

with the transactions contemplated hereby to be exempt under Rule B-3 promulgated under the Exchange Act.

Section 8.9 Consents.

The Company Entities shall use commercially reasonable efforts during the Interim Period to obtain consents of all Persons who are party

to the agreements set forth on Section 4.4, or Section 8.9 of the Company Disclosure Letter and obtain all Governmental

Authorizations set forth on Section 4.5 of the Company Disclosure Letter. All costs incurred in connection with obtaining such

consents shall constitute a Company Transaction Expense. The Company Entities shall be entitled to agree to such amendments, modifications

and/or full or partial prepayments to, or to the establishment of reserves under, such agreements as may be reasonably necessary to obtain

any such required consent; provided that the Company shall (i) give Acquiror written notice reasonably in advance of agreeing to

any such amendments, modifications, full or partial prepayments, or establishment of reserves, and (ii) provide timely updates of

any discussions with third parties relating to such required consents or to any such amendments, modifications, full or partial prepayments,

or establishment of reserves, and, in each case of (i) and (ii), consider in good faith any comments that Acquiror may provide with respect

to such matters. Acquiror shall have the right to review in advance, and to the extent practicable will consult with the Company on the

information provided in connection with obtaining such consents and as to the form and substance of such consents. Acquiror and its Subsidiaries

shall (a) cooperate in the preparation and submission of each application or filing for any such consent or Governmental

Authorization,

including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted

to the applicable Persons who are party to the agreements in connection with such consent, (b) deliver to each Person who is a party

to such agreements or who has the authority to grant such Governmental Authorizations, as applicable, on a confidential basis all documents

and information required by the applicable documents relating to Acquiror and its Subsidiaries, and such other information or documentation

as such Persons who are party to the agreements or who have the authority to grant such Governmental Authorizations may request with

respect to Acquiror, including, without limitation, financial statements, income Tax Returns and other financial information, and (c) reasonably

cooperate and assist the Company Entities in connection with soliciting and obtaining such consents and Governmental Authorizations,

including the preparation and delivery of any information relating to Acquiror and all other information required under the applicable

documents and as may be reasonably requested by any such Persons who are party to such agreements or who have the authority to grant

such Governmental Authorizations (or any servicer on behalf of any such Person).

Section 8.10 Takeover

Statutes. Subject to the terms and conditions of this Agreement, each of the Company and Acquiror shall use its reasonable

best efforts to (a) take all action necessary to ensure that no Takeover Statute is or becomes applicable to the Company, Acquiror,

Merger Sub, this Agreement, the Merger or any other transactions contemplated hereby and refrain from taking any actions that would cause

the applicability of any Takeover Statute and (b) if any Takeover Statute becomes applicable to the Company, Acquiror, Merger Sub,

this Agreement, the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the

other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and

otherwise to minimize the effect of such Takeover Statute on the Company, Acquiror, Merger Sub, this Agreement, the Merger and the other

transactions contemplated hereby.

Section 8.11 Exclusivity.

(a) During

the Interim Period, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its

Representatives not to, directly or indirectly, (i) initiate, solicit, propose or knowingly induce the making, submission or announcement

of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry

regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to an Acquisition Proposal,

(ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties,

business, assets, books, records or any confidential information or data to, any person relating to any proposal, offer, inquiry or request

for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (iii) approve, endorse

or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter

of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange

agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition

Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. If the Company, its Subsidiaries or any of their Representatives

receives any inquiry or proposal with respect to an Acquisition Proposal at any time prior to the Closing, then such party shall promptly

(and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in

writing of the terms of this Section 8.11(a). The Company shall, and shall cause its Affiliates and Representatives to, immediately

cease any and all existing discussions or negotiations with any person conducted prior to the date hereof with respect to, or which is

reasonably likely to give rise to or result in, an Acquisition Proposal.

(b) Notwithstanding

anything contained in this Section 8.11 and subject to compliance with this Section 8.11, prior to the approval of this

Agreement by the Company Stockholders (i.e., the Requisite Vote), the Company may furnish non-public information regarding the Company

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 the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside

legal counsel, constitutes, or is reasonably likely to result in, a Superior Proposal (and is not withdrawn) if: (i) such Acquisition

Proposal was not obtained or made as a direct or indirect result of a breach of this Agreement, (ii) the Company Board 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 with a violation

of the fiduciary duties of the Company Board under NRS 78.138, (iii) at least two (2) Business Days prior to initially furnishing any

such nonpublic information to, or entering into discussions with, such Person, the Company gives Acquiror written notice of the identity

of such Person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person,

(iv) the Company receives from such Person an executed Acceptable Confidentiality Agreement and (v) at least two (2) Business Days prior

to furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to the Acquiror (to the

extent such information has not been previously furnished by the Company to the Acquiror). Without limiting the generality of the foregoing,

Acquiror acknowledges and agrees that, in the event any Representative of the Company takes any action that, if taken by the Company,

would constitute a breach of this Section 8.11 by the Company, the taking of such action by such Representative shall be deemed

to constitute a breach of this Section 8.11 by the Company for purposes of this Agreement.

contained in this Agreement shall prohibit the Company or the Company Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated

under the Exchange Act; provided, however, that any disclosure made by the Company or the Company Board pursuant to Rules 14d-9

and 14e-2(a) shall be limited to a statement that the Company is unable to take a position with respect to the bidder’s tender

offer unless the Company Board determines in good faith, after consultation with its outside legal counsel, that such statement would

reasonably be expected to with a violation of 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 8.11(a);

or (iv) making any disclosure that the Company 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 this clause (iv), the Company shall provide Acquiror 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

Acquiror thereto.

(d) Notwithstanding

the foregoing, nothing contained in Section 8.11(a) shall prohibit the Company or its Representatives from, directly or indirectly,

initiating, soliciting, facilitating, or engaging or otherwise participating in any negotiation or discussion concerning any Prospective

Transaction.

(e) For

purposes of this Agreement, (i) “Acquisition Proposal” means any unsolicited bona fide written proposal or offer with

respect to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, and whether through any merger,

reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange,

business combination, recapitalization, liquidation, dissolution, joint venture or otherwise, of (A) all or substantially all of the

assets or businesses of the Company and its Subsidiaries, or (B) more than 50% of any class of capital stock, other equity securities

or voting power of the Company, any of its Subsidiaries or any resulting parent company of the Company, in each case other than the Merger

and other transactions contemplated by this Agreement; (ii) “Superior Proposal” means an unsolicited bona fide written

Acquisition Proposal 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 Company’s Board of Directors 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 Acquiror to amend the terms

of this Agreement, and following consultation with its outside legal counsel and financial advisors, are substantially more favorable,

from a financial point of view, to the Company Stockholders than the terms of the transactions contemplated hereby, (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 in a timely manner; (iii) “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; and (iv) “Prospective Transaction” means any one or series of related

transactions with respect to the sale by Assetco and purchase by an unrelated third-party buyer of the Company Assets and Liabilities

following the Closing.

Article

CONDITIONS TO OBLIGATIONS

Section 9.1 Mutual

Closing Conditions. The obligations of the Parties to consummate, or cause to be consummated, the Merger are subject to the

satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

(a) The

Acquiror Shareholder Approval shall have been obtained;

(b) The

Company Stockholder Approval shall have been obtained;

Registration Statement shall have been declared effective in accordance with the provisions of the Securities Act, no stop order shall

have been issued by the SEC which remains in effect with respect to the Registration Statement;

(d) The

waiting period or periods under the HSR Act, if applicable to the transactions contemplated by this Agreement and the Ancillary Agreements,

shall have expired or been terminated;

(e) There

shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided

that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions

contemplated hereby; and

(f) The

Company Consideration Shares shall have been approved for listing on the NYSE, NYSE American or such other national securities exchange

as the Parties shall mutually agree pursuant to Section 7.2, and, immediately following the Closing, Acquiror shall satisfy any

applicable initial and continuing listing requirements of NYSE, NYSE American or such other national securities exchange as the Parties

may mutually agree, as applicable, and Acquiror shall not have received any notice of non-compliance therewith that has not been cured

prior to, or would not be curable at or immediately following, the Closing.

Section 9.2 Conditions

to Obligations of Acquiror Entities. The obligations of the Acquiror Entities to consummate, or cause to be consummated, the

Merger and the transactions contemplated hereby are subject to the satisfaction of the following additional conditions, any one or more

of which may be waived in writing by Acquiror:

(a) (i) The

representations and warranties of the Company set forth in Section 4.1 (Company Organization), Section 4.2 (Subsidiaries)

other than the last sentence thereof, Section 4.3 (Due Authorization), Section 4.6 (Capitalization), and Section 4.26

(Brokers’ Fees) shall be true and correct in all respects as of the Closing Date (other than such representations and warranties

that expressly relate to a specific date, which representations and warranties shall be true and correct in all material respects at

and as of such date); and (ii) each of the representations and warranties of the Company set forth in Article IV other than

those set forth above shall be true and correct (without giving effect to any limitation as to “materiality” or “Material

Adverse Effect” or similar qualifier) as of the Closing Date as though made on and as of the Closing Date (other than any representation

or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so

specified), except in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct

would not, individually or in the aggregate, have a Company Material Adverse Effect;

(b) The

Company Entities shall have performed in all material respects their obligations under this Agreement required to be performed by them

at or prior to the Closing pursuant to the terms hereof;

Company Material Adverse Effect shall have occurred since the date of this Agreement;

(d) The

Company shall have consummated the Pre-Closing CVR Restructuring;

(e) Except

for Legal Proceedings (i) previously set forth on Section 4.10 of the Company Disclosure Letter, (ii) of a manner described in

Section 6.3, or (iii) that are not otherwise, individually or in the aggregate, reasonably be expected to be material to the Company

Entities, taken as a whole, no Legal Proceeding shall have been threatened, initiated or commenced against any Company Entity;

(f) The

Company shall have received and made available to Acquiror, fairness opinion from Houlihan Capital, LLC that, as of the date of such opinion

and subject to the assumptions and limitations therein, the Company Merger Consideration to be received by the Company Security Holders

pursuant to this Agreement is fair, from a financial point of view, to the Company Security Holders and, as of the date thereof, such

opinion has not been modified or withdrawn; and

(g) The

Company shall have delivered, or caused to be delivered, duly executed copies of those agreements and documents set forth in Section

2.3(a); provided however, that the Company shall use best efforts to obtain the consents listed on Section 2.3(a)(v) of the

Company Disclosure Letter, and that the Company’s failure to obtain any consent set forth on Section 2.3(a)(v) of the Company

Disclosure Letter shall not, in itself, preclude the Acquiror Entities’ obligation to consummate, or cause to be consummated, the

Merger and the transactions contemplated hereby.

Section 9.3 Conditions

to the Obligations of the Company Entities. The obligation of the Company Entities to consummate, or cause to be consummated,

the Merger and the transactions contemplated hereby is subject to the satisfaction of the following additional conditions, any one or

more of which may be waived in writing by the Company:

(a) (i) The

representations and warranties of the Acquiror set forth in Section 5.1 (Acquiror Organization), Section 5.2 (Due Authorization),

Section 5.9 (Capitalization of Acquiror), and Section 5.10 (Brokers’ Fees) shall be true and correct in all respects

as of the Closing Date (other than such representations and warranties that expressly relates to a specific date, which representations

and warranties shall be true and correct in all material respects at and as of such date); and (ii) each of the representations

and warranties of the Acquiror set forth in Article V other than those set forth above shall be true and correct (without giving

effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualifier) as of the Closing

Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date,

which representation and warranty shall be so true and correct on the date so specified), except in the case of this clause (ii),

where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have

an Acquiror Material Adverse Effect;

(b) The

Acquiror and its Subsidiaries shall have performed in all material respects their obligations under this Agreement required to be performed

by them at or prior to the Closing pursuant to the terms hereof;

Acquiror Material Adverse Effect shall have occurred since the date of this Agreement; and

(d) Acquiror

shall have delivered, or caused to be delivered, duly executed copies of those agreements and documents set forth in Section 2.3(b).

Article

TERMINATION/EFFECTIVENESS

Section 10.1 Termination.

This Agreement may be terminated and the transactions contemplated hereby abandoned:

(a) by

mutual written consent of the Company and Acquiror;

(b) by

written notice of the Company or Acquiror to the other Parties if any Governmental Authority shall have enacted, issued, promulgated,

enforced or entered any Law or Governmental Order which has become final and nonappealable and has the effect of making consummation

of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated

hereby; provided that neither Acquiror nor the Company shall have the right to terminate this Agreement pursuant to this Section

10.1(b) if any action of such party or its Subsidiaries or failure of such party or its Subsidiaries to perform or comply with its

obligations under this Agreement shall have caused such Law or Governmental Order and such action or failure to perform constitutes a

breach of this Agreement;

written notice of the Company or Acquiror to the other Parties if the Acquiror Shareholder Approval shall not have been obtained; provided

that a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(c) if the failure to obtain such

Acquiror Shareholder Approvals is proximately caused by any action or failure to act of such Party that constitutes a breach of this

Agreement;

(d) by

written notice of the Company or Acquiror to the other Parties if the Company Stockholder Approval shall not have been obtained by reason

of the failure to obtain the Requisite Vote at the Company Stockholders’ Meeting duly convened therefor or at any adjournment or

postponement thereof; provided that a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(d)

if the failure to obtain such Company Stockholder Approval is proximately caused by any action or failure to act of such Party that constitutes

a breach of this Agreement; provided, further, that the right to terminate the Agreement pursuant to this Section 10.1(d) shall

expire and Acquiror shall not be permitted to terminate this Agreement pursuant to this Section 10.1(d) if the Company Stockholder

Approval has been obtained and delivered to Acquiror prior to the time that this Agreement is terminated pursuant to this Section

10.1(d);

(e) by

written notice of the Company or Acquiror to the other Parties if the Closing has not occurred on or before October 31, 2026 (the “Agreement

End Date”) (other than as a result of the terminating party’s failure to comply with its obligations under this Agreement

which has resulted in the failure to satisfy a condition set forth in Article IX); provided, however, that the right

to terminate this Agreement pursuant to this Section 10.1(e) shall not be available to a Party if such Party’s breach of

this Agreement proximately caused the failure of the Closing to occur on or before the Agreement End Date;

(f) by

written notice to the Company from Acquiror if there is any breach of any representation, warranty, covenant or agreement (other than

with respect to a breach of Section 8.2(c), as to which Section 10.1(g) will apply) on the part of the Company set forth

in this Agreement, such that the conditions specified in Section 9.2(a) or Section 9.2(b) would not be satisfied at the

Closing (a “Terminating Company Breach”), provided, however, that Acquiror has not waived such Terminating Company

Breach and neither Acquiror nor Merger Sub are then in material breach of their representations, warranties, covenants or agreements

in this Agreement, except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best

efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Acquiror provides

written notice of such violation or breach and the Agreement End Date) after receipt by the Company of notice from Acquiror of such breach,

but only as long as the Company continues to use its respective reasonable best efforts to cure such Terminating Company Breach, such

termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within

such thirty (30) day period;

(g) by

written notice to the Company from Acquiror if, subject to all of the terms of Section 8.11 (including Section 8.11(b)

and Section 8.11(c)), (i) the Company shall, within ten (10) Business Days of a tender or exchange offer relating to securities

of the Company having been commenced, failed to publicly recommend against such tender or exchange offer, (ii) the Company shall

have failed to publicly reaffirm its recommendation of the Merger within 10 Business Days after the date any Acquisition Proposal shall

have been announced, or (iii) a willful or material breach by the Company of Section 8.11 shall have occurred;

(h) by

written notice to Acquiror from the Company if there is any breach of any representation, warranty, covenant or agreement on the part

of Acquiror or Merger Sub set forth in this Agreement, such that the conditions specified in Section 9.3(a) and Section 9.3(b)

would not be satisfied at the Closing (a “Terminating Acquiror Breach”), provided, however, that the

Company has not waived such Terminating Acquiror Breach and the Company is not then in material breach of its representations, warranties,

covenants or agreements in this Agreement, except that, if any such Terminating Acquiror Breach is curable by Acquiror through the exercise

of its reasonable best efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between

the date the Company provides written notice of such violation or breach and the Agreement End Date) after receipt by Acquiror of notice

from the Company of such breach, but only as long as Acquiror continues to exercise such reasonable best efforts to cure such Terminating

Acquiror Breach, such termination shall not be effective, and such termination shall become effective only if the Terminating Acquiror

Breach is not cured within such thirty (30) day period; or

(i) by

Acquiror (at any time prior to the adoption of this Agreement and the approval of the transactions contemplated hereby by the Requisite

Vote) if a Company Triggering Event shall have occurred.

Section 10.2 Effect

of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith

become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors

or stockholders, other than liability of the Company, Acquiror or Merger Sub, as the case may be, for any willful and material breach

of this Agreement or fraud occurring prior to such termination, except that the provisions of this Section 10.2, Section 10.3

and Article XI and the Confidentiality Agreement shall survive any termination of this Agreement.

Section 10.3

Fees and Expenses.

(a) Fees

and Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated hereby are consummated,

all expenses (including those payable to Representatives) incurred by any Party or on its behalf in connection with this Agreement, the

Ancillary Agreements and the transactions contemplated hereby shall be paid by the Party incurring those expenses; provided that Acquiror

shall be responsible for all of the costs and expenses incurred by Acquiror and the Company in preparing and filing the Registration

Statement and Proxy Statement, including SEC filing fees, NYSE listing fees (or the listing fees of such other national securities exchange

which the Parties may mutually agree) and the expenses of the financial printer (such amounts not to include attorney, auditor or other

advisor costs); provided further that each of Acquiror and the Company shall be responsible for one-half of the costs and expenses of

the Exchange Agent.

(b) Breakup

Fee. In the event that this Agreement is terminated by the Company, pursuant to Section 10.1(c), (e) (provided that, such

termination pursuant to Section 10.1(e) is due solely to Acquiror’s actions or inactions) or (h), Acquiror shall pay to

the Company an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Breakup Fee”). The Breakup Fee shall

be paid by Acquiror to the Company within three (3) Business Days of its termination of this Agreement as contemplated by this Section

10.3(b) via wire transfer of immediately available funds.

Breakup Fee. In the event that this Agreement is terminated by Acquiror, pursuant to Section 10.1(i), the Company shall pay

to Acquiror an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000) (the “Acquiror Breakup Fee”).

The Acquiror Breakup Fee shall be paid by the Company to Acquiror within three (3) Business Days of its termination of this Agreement

as contemplated by this Section 10.3(c) via wire transfer of immediately available funds.

(d) Each

of the Parties acknowledges that (i) the agreements contained in this Section 10.3 are an integral part of the transactions contemplated

hereby, (ii) without these agreements, the Parties would not enter into this Agreement and (iii) 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(c) shall limit the rights

of the Parties under Section 11.13.

Article

MISCELLANEOUS

Section 11.1 Waiver.

Any Party may, at any time prior to the Closing, by action taken by its board of directors or Persons thereunto duly authorized, (a) extend

the time for the performance of the obligations or acts of the other Parties, (b) waive any inaccuracies in the representations

and warranties (of another Party hereto) that are contained in this Agreement or (c) waive compliance by the other Parties hereto

with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be valid only if set forth in

an instrument in writing signed by the party granting such extension or waiver.

Section 11.2 Notices.

All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when

delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return

receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or

(iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated

reply, such as an out-of-office notification), addressed as follows:

(a) If

to an Acquiror Entity, (or to Acquiror or the Company Entities after the Closing), to:

USFM Corporation

1707 Cole Blvd, Suite 200

Golden, Colorado 80401

Attention: Hassan R. Baqar

Email: hbaqar@sequoiafin.com

with copies (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY

Attention: Mitchell Nussbaum; Giovanni Caruso

Email: mnussbaum@loeb.com; gcaruso@loeb.com

(b) If

to the Company Entities prior to the Closing, to:

Twin Vee PowerCats Co.

3101 South US Highway 1

Fort Pierce, Florida 34982

Attention: Glenn Sonoda, In-House Counsel

Email: investor@twinvee.com

with copies (which shall not constitute notice) to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112

Attention: Jeffrey Fessler

Email: jfessler@sheppard.com

or to such other address or addresses as the Parties

may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.

Section 11.3 Assignment.

No Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties and any such transfer

without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit

of the Parties and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section

11.3 shall be null and void, ab initio.

Section 11.4 Parties

in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its permitted successors

and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights,

benefits or remedies of any nature whatsoever under or by reason of this Agreement, except for (a) the provisions of Section

8.7 (which shall be for the benefit of the D&O Persons), and (b) the provisions of Section 11.14 (which shall be

for the benefit of the Persons described therein).

Section 11.5 Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed and enforced in accordance with, the Laws of the State of Nevada, without giving

effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws

of another jurisdiction.

Section 11.6 Headings;

Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the

construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 11.7 Company

and Acquiror Disclosure Letters. The Company Disclosure Letter and the Acquiror Disclosure Letter (including, in each case,

any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company

Disclosure Letter and/or the Acquiror Disclosure Letter (including, in each case, any section thereof) shall be deemed references to

such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure

Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall

be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure

Letter if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement

or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational

purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to

constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties

made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

Section 11.8 Entire

Agreement. (a) This Agreement (together with the Company Disclosure Letter and the Acquiror Disclosure Letter), (b) the

Confidentiality and Non-Disclosure Agreement, dated as of April 29, 2026, between Acquiror and the Company (the “Confidentiality

Agreement”), (c) the Company Support Agreement, and (d) the Articles of Merger, (clauses (b) through (d), collectively,

the “Ancillary Agreements”) constitute the entire agreement among the

Parties relating to the transactions contemplated

hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties

hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants,

understandings, agreements, oral or otherwise, relating to the transactions contemplated hereby exist between such parties except as

expressly set forth in this Agreement and the Ancillary Agreements.

Section 11.9 Amendments.

This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner

as this Agreement and which makes reference to this Agreement.

Section 11.10 Publicity.

(a) All

press releases or other public communications relating to the transactions contemplated hereby, and the method of the release for publication

thereof, shall prior to the Closing be subject to the prior mutual approval of Acquiror and the Company, which approval shall not be

unreasonably withheld or delayed by any Party; provided that no Party shall be required to obtain consent pursuant to this Section

11.10(a) to the extent any proposed release or statement is substantially equivalent to the information that has previously been

made public without breach of the obligation under this Section 11.10(a).

(b) The

restriction in Section 11.10(a) shall not apply to the extent the public announcement is required by applicable securities Law,

any Governmental Authority or stock exchange rule; provided, however, that in such an event, the Party making the announcement shall

use its commercially reasonable efforts to consult with the other Party in advance as to its form, content and timing. Disclosures resulting

from the Parties’ efforts to obtain approval or early termination under the HSR Act and to make any related filing shall be deemed

not to violate this Section 11.10. Nothing contained herein shall prevent Acquiror and the Company and their respective Affiliates

(including the Company Stockholders and their respective equity holders) from disclosing customary or any other reasonable information

concerning the transactions contemplated hereby to their investors and prospective investors in connection with their and their Affiliates’

fund raising, marketing, informational or reporting activities, so long as such recipients are obligated to keep such information confidential.

Section 11.11 Severability.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this

Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,

held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render

the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,

shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a

valid and enforceable provision giving effect to the intent of the parties.

Section 11.12 Jurisdiction;

Waiver of Jury Trial.

(a) Each

of the Parties hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts sitting in

sitting in Clark County, Nevada, or, if that court does not have jurisdiction, the U.S. District Court for the U.S. District Court for

the District of Nevada, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (ii) agrees

that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees

that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than those set

forth in the foregoing clause (i), (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may

now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, and (v) agrees

that each of the other Parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the state

courts sitting in Clark County, Nevada, or, if that Court does not have jurisdiction, the U.S. District Court for the U.S. District Court

for the District of Nevada. Each of the Acquiror, Merger Sub and the Company agrees that a final judgment in any action or proceeding

shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b) Each

Party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 11.12(a)

in any such action or proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested,

to its address as specified in or pursuant to Section 11.2. However, the foregoing shall not limit the right of a Party to effect

service of process on any other Party by any other legally available method.

PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY

IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,

SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.13 Enforcement.

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 could occur in the event that any of the

provisions of this Agreement were not performed in accordance with their specific terms 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 specific enforcement

of the terms and provisions of this Agreement, in addition to any other remedy to which any Party is entitled at law or in equity. In

the event that any Legal Proceeding shall be brought in equity to enforce the provisions of this Agreement, no Party shall allege, and

each Party hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the

securing or posting of any bond in connection therewith.

Section 11.14 Non-Recourse.

Except in the case of claims against a Person in respect of such Person’s fraud:

(a) Solely

with respect to the Company, Acquiror and its Subsidiaries, this Agreement may only be enforced against, and any claim or cause of action

based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company,

Acquiror and its Subsidiaries as named parties hereto; and

(b) Except

to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past,

present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative

or Affiliate of the Company, Acquiror or their respective Subsidiaries and (ii) no past, present or future director, officer, employee,

incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing

shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants,

agreements or other obligations or liabilities of any one or more of the Company, Acquiror or its Subsidiaries under this Agreement for

any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Section 11.15 Non-Survival

of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 10.2, or (y) in

the case of claims against a Person in respect of such Person’s fraud, none of the representations, warranties, covenants, obligations

or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including

any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall

survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing

in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole

or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the undersigned

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

USFM CORPORATION

By:

/s/ Robert B. Price

Name:

Robert B. Price

Title:

President

USFM MERGER SUB INC.

By:

/s/ Sajjad Baqar

Name:

Sajjad Baqar

Title:

President

TWIN VEE POWERCATS CO.

By:

/s/ Kevin Schuyler

Name:

Kevin Schuyler

Title:

Authorized Signatory

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7774_ex10-1.htm · Sequence: 3

EXHIBIT 10.1

Consulting

Agreement

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into as

of February 25, 2026 by and between:

Consultant: Michael P. Dickerson, 416 NW Canterbury Ct, Port St. Lucie, FL, 34983 and/or Dickerson Financial Services, LLC, 416

NW Canterbury Ct. Port St. Lucie, FL 34983.

Company: Twin Vee PowerCats Co., 3101 S. US Hwy. 1, Ft. Pierce Fl,

34982

1. Services and Compensation

1.1 Consultant agrees to provide advisory, financial, strategic, or other

professional services (“Services”) as requested and authorized by the Company from time to time. The Services shall include:

1.1(a): Preparation of quarterly filings on Form 10-Q

1.1(b): Preparation of annual report on Form 10-K

1.1(c): Assist CFO/company with documentation and determination

of significant accounting policies/decisions;

1.1(d): Preparation of supporting information for Twin

Vee tax return;

1.1(e): Preparation of supporting information for Visconti

Enterprises tax return;

1.1(f): Advise and educate CFO with leadership and

administrative functions and public company financial reporting

1.2 Consultant’s work may be performed on-site or from home, with

no scheduled hours or days. Consultant shall not be considered by Company to be its Interim CFO or act in any such capacity.

1.3 Company shall compensate Consultant at a rate of $6,000 per month for

work related to the Services. Any work Company asks Consultant to complete outside of the Services listed above shall be paid at a rate

of $150 per hour. Any additional work shall require the Consultant to submit a written request and receive prior written approval from

Joseph Visconti.

1.4 Consultant has the discretion, for financial planning purposes, to

be paid via his limited liability company, Dickerson Financial Services, LLC, on the 1st of each month or as a 1099 independent

contractor in accordance with its regular payroll cycle.

1.5 The term of this Agreement shall commence as of April 1, 2026 and expire

on December 31, 2026, unless earlier terminated as provided herein. This Agreement may be extended for an additional term upon written

consent of both Company and Consultant.

1.6 The monthly compensation in Section 1.3 is based on the Company’s

current corporate structure as a single SEC reporting entity. In the event that any additional SEC reporting entities related to the Company

require separate Form 10-Q or 10-K filings, such work shall be deemed outside of the Services listed in Section 1.1 and necessitate an

amendment to the Agreement, separate contract, or be subject to the fee structure for out of scope work as defined in Section 1.3.

2. Independent Contractor Status

2.1 Consultant is an independent contractor and not an employee, agent,

or partner of the Company. Consultant shall be solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual

obligations of any sort, including but not limited to federal, state, and local income taxes and self-employment taxes.

2.2 Consultant shall have no authority to bind the Company except as expressly

authorized in writing.

3. Work Product and Approval

3.1 Any reports, analyses, recommendations, deliverables, or other work

product (collectively, “Work Product”) prepared by Consultant shall be submitted to an authorized representative of the Company

for review and approval.

3.2 Any Work Product that the Company uses, distributes, relies upon, or

submits to third parties shall be deemed to have been reviewed, approved, and accepted by the Company in its entirety.

3.3 Consultant shall not be responsible for the manner in which the Company

elects to use, interpret, or rely upon any Work Product.

4. Limitation of Liability

4.1 To the fullest extent permitted by law and except for acts arising

from Consultant’s gross negligence or willful misconduct, Consultant shall have no liability to the Company, its affiliates, officers,

directors, employees, or agents for any damages, claims, liabilities, costs, or expenses arising from or related to the Services or Work

Product, regardless of cause or theory of liability.

4.2 In no event shall Consultant be liable for any indirect, incidental,

consequential, special, or punitive damages, even if advised of the possibility of such damages, except for acts arising from Consultant’s

gross negligence or willful misconduct.

4.3 The Company’s sole remedy for any dissatisfaction with the Services

shall be termination of this Agreement pursuant to Section 6.

5. Confidentiality

5.1 Consultant

agrees that any information regarding the Company, its assets, processes, or other confidential information he may learn while performing

the Services or carrying out this Agreement is to be treated by him in strict confidence and that he will not make use of such information

except to carry out the purposes of this Agreement unless prior written consent is given by the Company.

A) “Confidential

Information” includes, without limitation, (i) any form of marketing plan, strategies, financial information or projections, operations,

investor information, sales quotes or estimates, business plans, performance results which may be related to the past, present and/or

future business activities of said party, its subsidiaries and affiliated companies; (ii) plans for products or services, and/or current

or future business endeavors; (iii) any scientific, technical or data information, invention, design, process, procedure, formula, improvement,

technology or method; (iv) any concepts, reports, data, knowledge, works-in-progress, designs, development tools, specifications, computer

software, source code, object code, flow charts, databases, inventions, information and trade secrets, trademarks and copyrights; and

(v) any other information that should reasonably be recognized as confidential information. Confidential Information need not be novel,

unique, patentable, copyrightable, or constitute a trade secret in order to be designated Confidential Information. Consultant acknowledges

that Confidential Information is proprietary to the Company, has been developed and obtained through great efforts, and as such, the Company

regard all of its Confidential Information as trade secrets. Furthermore, Consultant agrees that Confidential Information is of extreme

value to Company and would cause irreparable harm to Company if disclosed to other persons, or if utilized by Consultant or Consultant’s

agents for unauthorized purposes.

B) This

paragraph shall survive the termination of this Agreement.

C) The

obligations of confidentiality under this paragraph will not apply to information: which (a) is generally available to the public through

no action of either party, (b) which the party knew on the date of this Agreement, had no other obligation to keep confidential, did not

acquire from another party bound by a confidentiality agreement with the other party and which that party can so document to the satisfaction

of the other party, or (c) which lawfully received from a third party who has no obligation of confidentiality to a party. A disclosure

of any Confidential Information by Consultant (i) in response to a valid order by a court or other governmental body or (ii) as otherwise

required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however,

that Consultant shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise

prevent such disclosure.

D) Upon

the termination of the Agreement, Consultant shall not utilize Confidential Information for any purpose whatsoever, either directly or

indirectly, nor reveal the Confidential Information directly or indirectly, to any third person. Consultant shall destroy or return to

Company all such Confidential Information previously delivered to Consultant, as directed by Company, as well as any copies, outlines,

summaries, abstracts, or work product of any type and in any form deriving from such information

6. Term and Termination

6.1 This Agreement shall commence on the date above and continue until

terminated by either party upon thirty (30) days’ written notice by either party or December 31, 2026, whichever is first.

6.2 Upon termination, Company shall pay Consultant for all Services performed

up to the effective termination date.

7. General Provisions

7.1 Governing Law: This Agreement shall be governed by and construed in

accordance with the laws of the State of Florida.

7.2 Entire Agreement: This Agreement constitutes the entire agreement between

the parties and supersedes all prior agreements or understandings.

7.3 Amendments: This Agreement may be amended only in writing signed by

both parties.

7.4 Severability: If any provision is held invalid or unenforceable, the

remaining provisions shall remain in full force and effect.

8. Dispute Resolution

8.1 Mandatory Arbitration. Any dispute, claim, or controversy arising out

of or relating to this Agreement, the Services, or any Work Product shall be resolved exclusively by binding arbitration administered

by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. Judgment on the award rendered by

the arbitrator(s) may be entered in any court having jurisdiction.

8.2 Venue and Seat. The seat and exclusive venue of arbitration shall be the county and state of the Consultant’s principal residence,

unless otherwise agreed in writing by the parties. Hearings may be conducted by video conference at the election of the Consultant.

8.3 Governing Law. The arbitrator(s) shall apply the governing law designated in Section 7.1, without regard to its conflicts of law rules.

8.4 Class/Collective Waiver; Jury Waiver. The parties agree to bring claims solely in their individual capacities, and not as a plaintiff

or class member in any purported class, collective, or representative proceeding. To the extent any claim is determined not to be subject

to arbitration, the parties irrevocably waive trial by jury and consent to exclusive jurisdiction and venue in the state and federal courts

located in the county and state of the Consultant’s principal residence.

8.5 Interim Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent

jurisdiction to protect its confidential information or intellectual property pending appointment of the arbitrator(s).

8.6 Limitations Period. Any claim or cause of action arising out of or related to this Agreement must be filed within 90 days after such

claim or cause of action arose or be forever barred.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Consultant

/s/ Michael P. Dickerson

Michael P. Dickerson

Dickerson Financial Services, LLC

Company

/s/ Joseph Visconti

Joseph Visconti

Title: Chief Executive Officer and President

For: Twin Vee PowerCats Co.

FIRST AMENDMENT TO CONSULTING AGREEMENT

This First Amendment to Consulting Agreement (“Amendment”)

is entered into effective as of July 11, 2026, by and between Twin Vee PowerCats Co. (“Company”) and Michael P. Dickerson

and/or Dickerson Financial Services, LLC (“Consultant”).

Recitals

The parties entered into a Consulting

Agreement dated February 25, 2026. The Company has requested that Consultant temporarily serve as Interim Chief Financial Officer in connection

with the proposed Agreement and Plan of Merger and the transactions contemplated thereby. The parties desire to amend the Agreement to

provide for such appointment and the related compensation and protections.

1. Limited Interim Chief Financial Officer Appointment

Notwithstanding Section 1.2 of the Agreement, solely

for purposes of completing the proposed Agreement and Plan of Merger and the transactions contemplated thereby, Consultant shall serve

as the Company’s Interim Chief Financial Officer to the extent reasonably necessary to execute documents and certifications, communicate

with auditors, legal counsel, regulators, lenders, investors and other third parties, assist with SEC filings related to the transaction,

and perform such other duties customarily associated with the office of Chief Financial Officer as are reasonably necessary to complete

the proposed transaction.

This appointment is temporary and transaction-specific

and shall automatically terminate upon the earliest of (a) the closing of the proposed merger transaction; (b) abandonment or termination

of the proposed merger transaction; (c) September 30, 2026; or (d) termination of the Consulting Agreement, unless otherwise agreed in

writing. Except as expressly provided herein, Consultant shall remain an independent contractor.

2. Indemnification

During Consultant’s service as Interim Chief

Financial Officer, Consultant shall be entitled to the same rights to indemnification, advancement of legal expenses, defense of claims

and limitation of liability as any other officer or director under the Company’s Articles, Bylaws, applicable law, indemnification

agreements and corporate governance policies.

The Company shall maintain Consultant as an insured

under its Directors’ and Officers’ Liability Insurance policy to the same extent as any other executive officer.

Additional Indemnification Protection. The Company

shall advance and promptly reimburse Consultant for all reasonable attorneys’ fees, costs and other expenses incurred in connection

with any claim, investigation, inquiry, subpoena, administrative proceeding, arbitration, civil action, criminal action or regulatory

proceeding arising out of or relating to Consultant’s service as Interim Chief Financial Officer or actions taken in good faith

within the scope of such service. Such advancement shall be made prior to final disposition, subject only to Consultant’s agreement

to repay such amounts if a final, non-appealable judgment determines Consultant is not entitled to indemnification under applicable law.

These rights are contractual, cumulative of all other rights, and survive termination.

3. Transaction Compensation

(a) The Company shall grant Consultant 3,970 Restricted

Stock Units (RSUs), fully vested immediately upon grant, and shall take all corporate actions necessary to approve and issue the RSUs

promptly following execution of this Amendment.

(b) The Company shall pay Consultant $25,000 upon

execution of the Agreement and Plan of Merger and an additional $25,000 upon the earlier of (i) the closing of the proposed merger transaction

or (ii) September 30, 2026. All cash payments shall be made to Dickerson Financial Services, LLC, or such other entity designated by Consultant

in writing.

The compensation described in this Amendment shall

be fully earned and non-refundable upon payment or vesting, regardless of whether the proposed merger transaction is ultimately consummated,

provided Consultant has substantially performed the services requested by the Company.

4. Ratification

Except as expressly amended, all terms of the Consulting

Agreement remain unchanged and in full force and effect. In the event of any conflict, this Amendment shall control.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Consulting Agreement.

/s/

Michael P. Dickerson

Dickerson Financial Services, LLC

Consultant

/s/ Kevin Schuyler

Kevin Schuyler

Lead Independent Director

Twin Vee PowerCats Co.

Cc:

Joseph Visconti, CEO

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7774_ex99-1.htm · Sequence: 4

EXHIBIT 99.1

Execution

Copy

COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT,

dated as of July 12, 2026 (this “Agreement”), is entered into by and among USFM Corporation, a Colorado corporation

(“Acquiror”), and the stockholders of Twin Vee PowerCats Co., a Nevada corporation (the “Company”),

set forth on the signature page hereto (the “Supporting Holders” and each a “Supporting Holder”).

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger

Agreement (as defined below).

WHEREAS, Acquiror, USFM Merger

Sub Inc., a Nevada corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and the Company, propose to

enter into, substantially simultaneously herewith, an Agreement and Plan of Merger (the “Merger Agreement”), a copy

of which has been made available to the Supporting Holders, which provides, among other things, that, upon the terms and subject to the

conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving

the Merger as a wholly owned subsidiary of Acquiror;

WHEREAS, as of the date hereof,

the Supporting Holders are the record owners and the beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning

shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owners

of, and have sole voting power over the number of shares of common stock of the Company, par value $0.001 per share (“Company

Common Stock”), set forth opposite their respective names on Schedule A hereto (together with any other Company Securities

held or acquired by such Supporting Holder between the date of this Agreement and the earlier of the Closing or the termination of this

Agreement in accordance with its terms pursuant to Section 7.2 (collectively, the “Subject Shares”)); and

WHEREAS, as a condition and inducement

to Acquiror’s willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereunder, the parties

have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby

agree as follows:

ARTICLE

AGREEMENT TO VOTE SUBJECT SHARES

1.1 Binding

Effect of Merger Agreement. Each Supporting Holder hereby acknowledges that it has read the Merger Agreement and this Agreement and

has had the opportunity to consult with its tax and legal advisors. Each Supporting Holder hereby agrees (i) to be bound by and comply

with Sections 8.11 (Exclusivity) and 11.10 (Publicity) of the Merger Agreement (and any relevant definitions contained in

any such Sections of the Merger Agreement), mutatis mutandis, as if such Supporting Holder was an original signatory to the Merger

Agreement (as the Company) with respect to such provisions and (ii) that such Supporting Holder shall provide to (A) Acquiror and its

Representatives any information regarding such Supporting Holder or the

Subject Shares that is reasonably requested by Acquiror or its

Representatives and is required in order for Acquiror to comply with Sections 7.2 (Listing), 8.1 (HSR Act; Other Filings),

8.2 (Preparation of Registration Statement and Proxy Statement; Stockholders’ Meeting and Approvals), and 8.3 (Support

of Transaction) of the Merger Agreement (and any relevant definitions contained in any such Sections of the Merger Agreement) or otherwise

in connection with any application or filing made or any approval sought in connection with the Transactions (including filings with the

SEC) and (B) the Company and its Representatives any information regarding such Supporting Holder or the Subject Shares that is reasonably

requested by the Company or its Representatives and is required in order for the Company to comply with Sections 8.1 (HSR Act; Other

Filings), 8.2 (Preparation of Registration Statement and Proxy Statement; Stockholders’ Meeting and Approvals), and 8.3

(Support of Transaction) of the Merger Agreement (and any relevant definitions contained in any such Sections of the Merger Agreement)

or otherwise in connection with any application or filing made or any approval sought in connection with the transactions contemplated

thereunder (including filings with the SEC).

1.2 New

Shares. In the event that after the execution of this Agreement and prior to the termination of this Agreement (a) any Company Securities

are issued to any Supporting Holder pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange

of, on or affecting the Company Securities owned by such Supporting Holder, or pursuant to any anti-dilution right or otherwise, (b) any

Supporting Holder purchases or otherwise acquires beneficial ownership of any Company Securities, or (c) any Supporting Holder acquires

the right to vote or share in the voting of any Company Securities (such Company Securities, collectively the “New Securities”),

then such New Securities issued to, acquired by or purchased by such Supporting Holder shall be subject to the terms of this Agreement

to the same extent as if they constituted the Company Securities owned by such Supporting Holder respectively, as of the execution hereof

(and shall constitute Subject Shares for all purposes hereof).

1.3 Voting

of Subject Shares. Each Supporting Holder holding Subject Shares hereby irrevocably and unconditionally agrees that, after the Registration

Statement is declared effective by the SEC and prior to the termination of this Agreement, such Supporting Holder will at any meeting

of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and in any written actions by consent

of the stockholders of the Company (whenever presented), cause the Subject Shares to be voted (including via proxy) (I) in favor of (A) approval

of the Merger in accordance with applicable Law and exchange rules and regulations, (B) adoption and approval of any other proposals

as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related

thereto, (C) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate

in connection with the transactions contemplated hereby, and (D) postponement or adjournment of the Company Stockholders’ Meeting,

if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing,

and (II) against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely

affect any of (A) through (D) above, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement

of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or

agreement of such Supporting Holder contained in this Agreement.

1.4 No

Inconsistent Agreements. Each Supporting Holder hereby represents and covenants that such Supporting Holder (a) has not entered into,

and shall not enter into, any agreement or undertaking that would restrict, limit or interfere with, or that is otherwise inconsistent

with, or would adversely affect, or prohibit or prevent from satisfying, the ability to perform or satisfy any party’s obligations

under this Agreement or the Company’s or Acquiror’s ability to perform or satisfy any obligation under the Merger Agreement

or any other Ancillary Agreement, or that is otherwise inconsistent with such Supporting Holder’s obligations hereunder, including

any voting agreement or voting trust with respect to any of the Subject Shares, and (b) has not granted, and shall not grant, a proxy

or power of attorney with respect to any of the Subject Shares that is inconsistent with such Supporting Holder’s obligations hereunder.

1.5 Waiver

and Release of Claims. Each Supporting Holder covenants and agrees as follows:

(a) Subject

to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in Section 1.5(d)),

each Supporting Holder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators,

executors and agents, and any other Person claiming by, through or under any of the foregoing (each a “Releasing Party”

and, collectively, the “Releasing Parties”; provided, for the avoidance of doubt, that the Company shall not

be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge Acquiror, the

Company, Merger Sub and each of its and their past and present Subsidiaries, and the equityholders, directors, officers, employees, agents,

predecessors, successors and assigns of each of the foregoing (the “Released Parties”), from any and all past or present

claims, demands, damages, debts, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected

or claimed, directly or indirectly arising from or relating to (x) the Releasing Parties’ ownership of the Subject Shares or the

transactions contemplated hereby or thereby or (y) any act, omission, event or transaction occurring (or any circumstance existing) at

or prior to the Closing (each a “Claim” and, collectively, the “Claims”), in each case (x) and (y),

except for fraud, willful misconduct or gross negligence.

(b) Each

Supporting Holder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes

to be true with respect to the subject matter of this Section 1.5(b), and that it may hereafter come to have a different understanding

of the Law that may apply to potential Claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically

provided herein, it is its intention to fully, finally and forever settle and release any and all Claims in accordance with this Section

1.5(b). In furtherance of this intention, such Supporting Holder acknowledges that the releases contained herein shall be and remain

in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings

of Law.

Supporting Holder knowingly and voluntarily waives and releases any and all rights and benefits that such Supporting Holder may now have,

or in the future may have, under Section 1542 of the California Civil Code (or any analogous Law of any other jurisdiction), which reads

as follows:

“A GENERAL RELEASE

DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Such Supporting Holder

understands that Section 1542 of the California Civil Code, or a comparable Law of another jurisdiction, gives such Supporting Holder

the right not to release existing claims of which such Supporting Holder is not aware, unless such Supporting Holder voluntarily chooses

to waive this right. Having been so apprised, such Supporting Holder nevertheless hereby voluntarily elects to and does waive the rights

described in Section 1542 of the California Civil Code, or such other comparable Law, and elects to assume all risks for claims that exist,

existed or may hereafter exist in his, her or its favor, known or unknown, suspected or unsuspected, arising out of or related to claims

or other matters purported to be released pursuant to this Section 1.5, in each case, effective as of the Closing. Such Supporting

Holder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section

1.5 and that, without such waiver, the Company would not have agreed to the terms of this Agreement or the Merger Agreement.

(d) Each

Supporting Holder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes

to be true with respect to the subject matter of this 1.5(b) Section 1.5, and that it may hereafter come to have a different understanding

of the Law that may apply to potential Claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically

provided herein, it is its intention to fully, finally and forever settle and release any and all Claims in accordance with this Section

1.5. In furtherance of this intention, such Supporting Holder acknowledges that the releases contained herein shall be and remain

in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings

of Law.

(e) Notwithstanding

the foregoing provisions of this Section 1.5, nothing contained in this Agreement shall be construed as an admission by any party

hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, each Supporting

Holder (and each of its Affiliates other than the Company) and the Company shall be deemed not to be Affiliates of each other for purposes

of this Section 1.5.

ARTICLE

IRREVOCABLE PROXY AND POWER OF ATTORNEY

2.1 Grant

of Irrevocable Proxy and Power of Attorney.

(a) Each

Supporting Holder makes, constitutes and appoints Kevin Schuyler as its true and lawful attorney and proxy with full power to appoint

a nominee or nominees to act hereunder from time to time and to represent and vote the Subject Shares by proxy at

all meetings of stockholders

(or any class thereof) of the Company, sign any form of proxy and grant written consents or approvals in respect of the Subject Shares

in each case in a manner consistent with Section 1.3 and with the same force and effect as such Supporting Holder might or could

do with respect to such Subject Shares, regardless whether such stockholders are required to vote on a poll, in the form of written resolutions

or on a show of hands, with respect to all resolutions and matters to be voted upon by stockholders of the Company.

(b) Each

Supporting Holder hereby ratifies and confirms and undertakes to ratify and confirm that Kevin Schuyler or his respective nominee or nominees,

in his capacity as the attorney and proxy of the Subject Shares, may lawfully do or cause to be done by virtue of the rights hereby granted

and exercised in accordance with this Section 2.1 of this Agreement.

Supporting Holder hereby (i) affirms that this Agreement is (A) coupled with and intended to secure an interest sufficient in applicable

Law to support an irrevocable power of attorney or irrevocable proxy, and (B) executed and intended to be irrevocable, (ii) revokes any

and all prior proxies granted by the Supporting Holder with respect to the Subject Shares to any Person (other than those granted pursuant

to the Company’s Governing Documents), (iii) undertakes that no subsequent proxy shall be given (and if given shall be ineffective)

by the Supporting Holder to any Person other than Kevin Schuyler with respect to the Subject Shares, and (iv) undertakes that the proxy

granted by this Section 2.1 is an irrevocable proxy and power of attorney and shall survive (x) any dissolution or winding up of

any Supporting Holder that is an entity, (y) any testamentary transfer or any transfer by the laws of intestate succession by any Supporting

Holder who is an individual, and (z) any Transfer permitted pursuant to Section 6.1 of this Agreement.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES OF THE SUPPORTING HOLDERS

Each Supporting Holder represents

and warrants to Acquiror and the Company that:

3.1 Authorization;

Binding Agreement.

(a) Such

Supporting Holder, if not a natural person, is duly organized, validly existing and in good standing (where such concept is recognized)

under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted. Such Supporting Holder has full legal

capacity and power, right and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate

the transactions contemplated hereby.

(b) This

Agreement has been duly and validly executed and delivered by such Supporting Holder and, assuming the due authorization, execution and

delivery by Acquiror, constitutes a legal, valid and binding obligation of such Supporting Holder, enforceable against such Supporting

Holder in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization,

moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally and (ii) is subject

to general principles of equity (the “Enforceability Limitations”).

3.2 Non-Contravention.

Neither the execution and delivery of this Agreement by such Supporting Holder nor performance by such Supporting Holder of the obligations

herein nor the compliance by such Supporting Holder with any provisions herein will (a) if not a natural person, violate the certificate

or articles of incorporation, bylaws or other governing documents of such Supporting Holder, (b) require any consent, approval, authorization

or permit of, or filing with or notification to, any Governmental Authority or any other Person on the part of such Supporting Holder,

except as provided in the Company’s Governing Documents, (c) result (or, with the giving of notice, the passage of time or otherwise,

would result) in the creation or imposition of any Encumbrance (as defined below) on the Subject Shares, other than any Permitted Encumbrance

(as defined below), or (d) violate any Law applicable to such Supporting Holder or by which any of such Supporting Holder’s Subject

Shares are bound, except, in the case of each of clauses (b), (c) and (d), as would not reasonably be expected to prevent or materially

impair or delay such Supporting Holder’s ability to perform its obligations hereunder.

3.3 Ownership

of Shares; Total Shares. As of the date hereof, such Supporting Holder is the record and beneficial owner of all of the Subject Shares

as set forth opposite their name on Schedule A hereto and has good and marketable title to all of such Subject Shares, free and

clear of any encumbrances, security interests, claims, pledges, proxies, options, right of first refusals, voting restrictions, limitations

on dispositions, voting trusts or agreements, options or any other liens or restrictions on title, transfer or exercise of any rights

of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance

that may be imposed pursuant to (a) this Agreement, (b) any lock-up agreement entered into by and between such Supporting Holder, Acquiror

and the Company, (c) any applicable restrictions on transfer under applicable securities Laws, and (d) the Company Governing Documents

(collectively, “Permitted Encumbrances”). The Subject Shares as set forth on the signature page hereto constitute all

of the Company Common Stock owned by such Supporting Holder as of the date hereof and, other than such Subject Shares, as of the date

of this Agreement, there are no other shares of Company Common Stock held of record or beneficially owned by such Supporting Holder or

in respect of which such Supporting Holder has full voting power.

3.4 Voting

Power. Such Supporting Holder has, as of the date hereof and, except pursuant to a Permitted Transfer (defined below), will have until

the termination of this Agreement, sole voting power and the power to agree to all of the matters set forth in this Agreement, in each

case with respect to all such Supporting Holder’s Subject Shares currently owned or hereinafter acquired. None of such Supporting

Holder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement, arrangement or

restriction of any kind or nature with respect to the voting of such Subject Shares, except for the Company Governing Documents.

3.5 Reliance.

Such Supporting Holder understands and acknowledges that Acquiror and the Company are entering into the Merger Agreement in reliance upon

such Supporting Holder’s execution, delivery and performance of this Agreement.

3.6 Actions.

There are no Legal Proceedings pending against such Supporting Holder or, to the knowledge of such Supporting Holder, threatened against

such Supporting Holder, before (or, in the case of threatened Legal Proceedings, that would be before) any Governmental Authority, which

in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Supporting Holder of such Supporting

Holder’s obligations under this Agreement.

3.7 Brokers.

Other than as expressly contemplated by the Merger Agreement or the disclosure schedules thereto, no broker, finder or investment banker

is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based

upon arrangements made by or on behalf of such Supporting Holder.

3.8 Adequate

Information. Such Supporting Holder acknowledges that such Supporting Holder is a sophisticated investor with respect to such Supporting

Holder’s Subject Shares and has adequate information concerning the business and financial condition of the Company and Acquiror

to make an informed decision regarding the transactions contemplated by this Agreement and has, independently and without reliance upon

Acquiror, the Company or any Affiliate thereof, and based on such information as such Supporting Holder has deemed appropriate, made such

Supporting Holder’s own analysis and decision to enter into this Agreement. Such Supporting Holder acknowledges that such Supporting

Holder has received and reviewed this Agreement and the Merger Agreement and has had the opportunity to seek independent legal advice

prior to executing this Agreement.

ARTICLE

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACQUIROR

Acquiror represents, warrants

and covenants to the Supporting Holders that:

4.1 Organization

and Qualification. Acquiror is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it

is incorporated or constituted.

4.2 Authority

for this Agreement. Acquiror has all requisite entity power and authority to execute, deliver and perform its obligations under this

Agreement and to comply with any provisions herein. The execution and delivery of this Agreement by Acquiror has been duly and validly

authorized by all necessary entity action on the part of Acquiror, and no other entity proceedings on the part of Acquiror are necessary

to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Acquiror and, assuming the due authorization,

execution and delivery by the Supporting Holders, constitutes a legal, valid and binding obligation of Acquiror, enforceable against Acquiror

in accordance with its terms, subject to the Enforceability Limitations.

4.3 Takeover

Statutes. Acquiror has taken all necessary action to ensure that no Takeover Statute is applicable to Acquiror, this Agreement, the

Merger Agreement or the transactions contemplated by the Merger Agreement, and shall refrain from taking any action that would cause the

applicability of any Takeover Statute to Acquiror, this Agreement, the Merger Agreement or the transactions contemplated by the Merger

Agreement.

ARTICLE

[INTENTIONALLY OMITTED]

ARTICLE

ADDITIONAL COVENANTS OF THE SUPPORTING HOLDERS

6.1 No

Transfer; No Inconsistent Arrangements.

(a) Except

for a Permitted Transfer, until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms, each

Supporting Holder agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of Law), gift,

pledge dispose of or otherwise permit any Encumbrances other than Permitted Encumbrances on any of the Subject Shares or otherwise agree

to do any of the foregoing (provided that any encumbrance that would not prevent, impair or delay such Supporting Holder’s ability

to comply with the terms and conditions of this Agreement shall be permitted and will not be deemed to violate the restrictions set forth

in this clause (i)), (ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any

proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) other than in furtherance of the

transactions contemplated by the Merger Agreement, enter into any contract, option or other arrangement or undertaking with respect to

the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law) or other disposition of any Subject Shares.

Any action taken in violation of the foregoing sentence shall be null and void ab initio.

(b) Section

6.1(a) shall not prohibit a transfer of Subject Shares by any Supporting Holder made: (i) if such Supporting Holder is an individual,

by gift to a member of one of such Supporting Holder’s immediate family, an estate planning vehicle or to a trust, the beneficiary

of which is a member of such Supporting Holder’s immediate family, an affiliate of such person or to a charitable organization;

(ii) if such Supporting Holder is an individual, by virtue of laws of descent and distribution upon death of such Supporting Holder; (iii)

if such Supporting Holder is an individual, pursuant to a qualified domestic relations order; (iv) if such Supporting Holder is not a

natural person, by pro rata distributions from such Supporting Holder to its members, partners, or stockholders pursuant to such Supporting

Holder’s organizational documents; and (v) by virtue of applicable law or such Supporting Holder’s organizational documents

upon liquidation or dissolution of such Supporting Holder; (vi) if such Supporting Holder is not a natural person, to any employees, officers,

directors or members of such Supporting Holder, or to any affiliates of such Supporting Holder; provided, however, that a transfer referred

to in this Section 6.1(b) shall be permitted only if, (A) as a precondition to such transfer, the transferee agrees in a written

document, reasonably satisfactory in form and substance to Acquiror and the Company, to be bound by all of the terms of this Agreement,

and except for transfers referred to in Section 6.1(b)(ii) or (iii), (B) such transfer is effected no later than three (3)

Business Days prior to the date on which the Registration Statement is declared effective (collectively, “Permitted Transfers”).

6.2 Standstill.

From the date of this Agreement until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms,

no Supporting Holder shall engage in any transactions involving the securities of Acquiror or the Company without Acquiror’s and

the Company’s prior written consent; except for Permitted Transfers.

6.3 No

Legal Action. No Supporting Holder shall, and shall cause its respective Affiliates not to and shall direct its respective Representatives

not to, bring, commence, institute, maintain, voluntarily aid or prosecute any claim, appeal or proceeding which (a) challenges the validity

of or seeks to enjoin the operation of any provision of this Agreement, or (b) alleges that the execution and delivery of this Agreement

by such Supporting Holder breaches any duty that such Supporting Holder has (or may be alleged to have) to the Company or to the other

holders of Subject Shares; provided, that the foregoing shall not limit or restrict in any manner the rights of such Supporting Holder

to enforce the terms of this Agreement.

6.4 Documentation

and Information. Each Supporting Holder shall permit and hereby consents to and authorizes Acquiror and the Company to publish and

disclose in all documents and schedules filed with the SEC and, to the extent otherwise required by applicable securities Laws or the

SEC or any other securities authorities, any press release or other disclosure document that Acquiror and/or the Company reasonably determines

to be necessary in connection with the Merger and any of the transactions contemplated by the Merger Agreement, a copy of this Agreement

and the nature of such Supporting Holder’s commitments and obligations under this Agreement. The parties hereto agree that each

Supporting Holder’s identity and ownership of the Subject Shares will not be included in a press release or other public disclosure

(other than a filing with the SEC) without such Supporting Holder’s prior consent.

6.5 Public

Announcements. No Supporting Holder will make any public announcement or issue any public communication regarding the Merger Agreement,

the transactions contemplated thereby or any matter related to the foregoing, without the prior written consent of Acquiror and the Company,

except: (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case

the disclosing Supporting Holder shall, to the extent permitted by applicable Law, first allow Acquiror and the Company to review such

announcement or communication and have the opportunity to comment thereon and the disclosing Supporting Holder shall consider such comments

in good faith; (ii) to the extent such announcements or other communications contain only information previously disclosed in a public

statement, press release or other communication previously approved in accordance with this Section 6.5; and (iii) announcements

and communications to Governmental Authorities in connection with registrations, declarations and filings required to be made as a result

of the Merger Agreement.

ARTICLE

VII

MISCELLANEOUS

7.1 Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and received if delivered

personally (notice deemed given upon receipt), by electronic mail (notice deemed given upon confirmation of receipt) or sent by a nationally

recognized overnight courier service, such as Federal Express (notice deemed given upon receipt of proof of delivery); provided that the

notice or other communication is sent to the address or email address set forth (i) if to Acquiror, to the address or email address set

forth in Section 11.2 of the Merger Agreement and (ii) if to a Supporting Holder, to such Supporting Holder’s address or email address

set forth on a signature page hereto, or to such other address or email address as such party may hereafter specify for the purpose by

notice to each other party hereto.

7.2 Termination.

This Agreement, the covenants and agreements contained herein and any proxy granted hereunder shall terminate automatically with respect

to the Supporting Holder, without any notice or other action by any person, upon the first to occur of (a) the Effective Time, (b) the

valid termination of the Merger Agreement in accordance with its terms, and (c) the mutual written agreement of Acquiror and the Supporting

Holders. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,

however, that the provisions of this Article VII shall survive any termination of this Agreement.

7.3 Amendments

and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in

the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be

effective. The waiver by any party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent

breach. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall

any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

7.4 Expenses.

All fees and expenses incurred in connection herewith shall be paid by the party incurring such fees and expenses, whether or not the

Merger are consummated, except as expressly provided otherwise herein or in the Merger Agreement; provided, that in the event of any Legal

Proceeding arising out of or relating to this Agreement, the non-prevailing party in any such Legal Proceeding will pay its own expenses

and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the

prevailing party.

7.5 Entire

Agreement; Assignment. This Agreement, together with the Merger Agreement and the other documents and certificates delivered pursuant

hereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties

with respect to the subject matter of this Agreement. This Agreement shall not be assigned by any party (including by operation of law,

by merger or otherwise) without the prior written consent of (a) Acquiror and the Company, in the case of an assignment by a Supporting

Holder (other than in the case of a Permitted Transfer) and (b) the Supporting Holders, in the case of an assignment by Acquiror or the

Company. Any assignment in violation of this Section 7.5 shall be null and void ab initio.

7.6 Enforcement

of the Agreement. The parties agree that irreparable damage may occur in the event that any Supporting Holder did not perform any

of the provisions of this Agreement in accordance with their specific terms or otherwise breached any such provisions, and that monetary

damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that Acquiror or the Company may 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 addition to any other remedy to which they are entitled at law or in equity without the requirement to post any bond or other security.

Any and all remedies herein expressly conferred upon Acquiror or the Company will be deemed cumulative with and not exclusive of any other

remedy conferred hereby or by Law or equity upon Acquiror or the Company, and the exercise by Acquiror or the Company of any one remedy

will not preclude the exercise of any other remedy.

7.7 Jurisdiction;

Waiver of Jury Trial; Governing Law. This Agreement and all related Legal Proceedings shall be governed by and construed in accordance

with the internal Laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether

of the State of Nevada or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State

of Nevada. THE PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,

ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS

OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER

ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,

ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART

OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL

BY JURY. The parties hereto expressly incorporate by reference Section 11.12(a) (addressing jurisdictional matters) and Section 11.12(b)

(addressing service of process matters) of the Merger Agreement to apply to this Agreement mutatis mutandis, with references to

the Merger Agreement therein deemed to reference this Agreement and references to the “Parties” thereunder deemed to

reference the parties hereto.

7.8 Descriptive

Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to

affect the meaning or interpretation of this Agreement.

7.9 Parties

in Interest. This Agreement shall be binding upon and inure to the benefit of each party hereto, and nothing in this Agreement, express

or implied, is intended to confer any rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person

other than each party hereto.

7.10 Severability.

Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable

Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other

provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated

hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision

of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify

this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that

the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

7.11 Counterparts;

Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original,

but all of which shall constitute one and the same agreement. The words “execution,” “signed,” “signature,”

and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Ancillary

Agreements shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”,

“tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures

and electronic records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic

means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping

system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce

Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this

Agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.

7.12 Interpretation.

The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall,

unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and

article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this Agreement unless otherwise

specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they

shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the

plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all persons

and vice versa. The word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree

to which a subject or other things extends, and such word or phrase shall not merely mean “if.” The term “or”

is not exclusive. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith”

and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement

to a date or time shall be deemed to be such date or time in New York, New York, unless otherwise specified. The parties have participated

jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this

Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring

any person by virtue of the authorship of any provision of this Agreement.

7.13 Further

Assurances. Each Supporting Holder agrees that if any further agreements, deeds, assignments, assurances or other instruments are

reasonably necessary to effectuate the covenants in this Agreement, such Supporting Holder will, upon reasonable written request of such

Supporting Holder by Acquiror, execute and deliver all such proper agreements, deeds, assignments, assurances and other instruments and

take other reasonable action as permissible to do all other things reasonably necessary to effectuate the covenants in this Agreement

and otherwise to carry out the purposes of this Agreement.

7.14 No

Agreement as Director or Officer. Each Supporting Holder is entering into this Agreement solely in such Supporting Holder’s

capacity as record and/or beneficial owner of Subject Shares and nothing herein is intended to or shall limit, restrict or otherwise affect

any votes or other actions taken by such Supporting Holder, or any employee, officer, director (or person performing similar functions),

partner or other Affiliate of such Supporting Holder (including, for this purpose, any appointee or representative of such Supporting

Holder to the board of directors of the Company) of such Supporting Holder, solely in his or her capacity as a director or officer of

the Company (or a subsidiary of the Company) or other fiduciary capacity for the stockholders of the Company.

7.15 No

Ownership Interest. Nothing contained in this Agreement will be deemed to vest in Acquiror any direct or indirect ownership or incidents

of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares

shall remain vested in and belong to the Supporting Holders, as applicable, and Acquiror shall have no authority to manage, direct, superintend,

restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct

any Supporting Holder in the voting of any of the equity securities of the Company, except as otherwise provided herein with respect to

the Subject Shares. Except as otherwise set forth in Section 1, no Supporting Holder shall be restricted from voting in favor of,

against or abstaining with respect to any other matters presented to the Company Stockholders. Without limiting the foregoing, nothing

in this Agreement shall obligate or require any Supporting Holder to exercise an option to purchase any Company Securities.

7.16 Third

Party Beneficiary. Acquiror and the Supporting Holders acknowledge and agree that the Company is an intended third party beneficiary

of each and every provision of this Agreement and shall have the right to enforce each and every provision of this Agreement directly

against the parties as if it were a party hereto. Except as expressly set forth in this Section, this Agreement is not intended to and

shall not confer any rights or remedies upon any person or entity other than the parties hereto.

[Signature Pages Follow.]

IN WITNESS WHEREOF, Acquiror and

each Supporting Holder have each caused this Company Support Agreement to be duly executed as of the date first written above.

USFM CORPORATION

By:

/s/ Robert B. Price

Name:

Robert B. Price

Title:

President

SUPPORTING HOLDERS:

Clamantis Holdings LLC

By:

/s/ Dan Shribman

Name:

Dan Shribman

Title:

Signor

Joseph C. Visconti

Preston Yarborough

Michael P. Dickerson

Kevin Schuyler

Larry Swets, Jr.

Schedule A

SUPPORTING HOLDERS

Supporting Holder

Shares of Company Common Stock

(including any other Company Securities)

Joseph C. Visconti

10,865

Preston Yarborough

994

Michael P. Dickerson

4,188

Kevin Schuyler

963

Larry Swets, Jr.

6,757

Clamantis Holdings LLC

31,937

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: e7774_ex99-2.htm · Sequence: 5

EXHIBIT 99.2

Twin Vee PowerCats Co. Announces Strategic Merger

and Concurrent

Privatization of its Recreational Marine Business

FORT PIERCE, FL / ACCESSWIRE / July 13, 2026

— Twin Vee PowerCats Co. (Nasdaq: VEEE) (“Twin Vee” or the “Company”), a manufacturer, distributor and marketer

of power sport boats, today announced that it has entered into a definitive agreement for a transformative transaction that will combine

a merger involving the publicly traded company with the concurrent privatization of its boating business under the brands Twin Vee and

Bahama Boat Works (the “Marine Business”).

Pursuant to the terms of the transaction, a subsidiary

of USFM Corporation, a developer of strategic mineral interests in Greenland, will merge with and into the Company (the “Merger”),

and in exchange the Company’s common stockholders (the “Pre-Merger Stockholders”) will receive equity in the combined

company. Additionally, prior to the Merger, the Company will form a Delaware statutory trust (the “CVR Trust”) for the benefit

of the Pre-Merger Stockholders. Each Pre-Merger Stockholder will receive a non-transferable contingent value right (“CVR”)

in the CVR Trust as a special distribution from the Company. Prior to the consummation of the Merger, the Company will transfer the assets

and liabilities relating to the Marine Business to the CVR Trust and the CVR Trust will operate the Marine Business as a privately held

company focused on delivering leading recreational marine products to boating enthusiasts. The CVRs will entitle holders to receive future

distributions from the CVR Trust, which are expected to be generated from the operations of the Marine Business.

The transactions are intended to unlock value for

stockholders, provide the operating business with greater strategic and financial flexibility, and position both businesses for their

next phase of growth.

“This transaction represents an important milestone

for the Company,” said Kevin Schuyler, Lead Independent Director of the Company. “After a thorough review of strategic alternatives,

our Board concluded that the combination of the public company merger and the privatization of the Marine Business provides a compelling

path forward for our stockholders, employees, customers, and business partners.”

“For more than 30 years, Twin Vee has earned

its reputation by building exceptional boats, standing behind our products, and supporting our customers,” added Preston Yarborough,

Vice-President of the Company, “That commitment extends to our employees, dealers, vendors, suppliers, financial partners, and the

entire boating community who have helped make Twin Vee what it is today. Our commitment remains unchanged. We will continue to focus on

supporting our team, maintaining strong day-to-day operations, and delivering the quality, service, and reliability that our customers

have come to expect. Our facilities remain open, our team is hard at work, and we remain fully committed to serving our customers, fulfilling

orders, supporting our dealer network, and standing behind every Twin Vee boat.”

“As the proposed transaction is completed, we

look forward to the opportunities that operating as a private company may provide,” stated Joseph Visconti, Twin Vee’s President

and Chief Executive Officer. “We believe this transition will lower operating overhead and allow us to dedicate more resources to

product development, manufacturing and customer support. Our objective is simple: build and deliver amazing boats and support our 10,000

plus customers with exceptional customer service. To our customers, dealers, vendors, and business partners, thank you for your continued

confidence and support. We value every relationship we have built over the years, and we invite you to stop by our facility, meet with

our team, and see firsthand the passion and dedication that goes into every Twin Vee we build. We look forward to continuing to earn your

trust every day.”

The transaction has been approved by the Board of

Directors of the Company and the Board of Directors of USFM Corporation. The closing of the transactions is subject to customary closing

conditions, including approval by the Company’s disinterested shareholders, applicable regulatory approvals, and the satisfaction

or waiver of other conditions contained in the definitive agreements.

Upon completion of the transactions, the combined

public company is expected to trade on NYSE American. The parties currently expect the transaction to close in the third quarter of 2026,

subject to the satisfaction of closing conditions.

The Marine Business will continue to operate in the

ordinary course through and after the closing. The Company does not expect any immediate changes to customer service, vendor relationships,

or employee operations as a result of today’s announcement.

Advisors

Sheppard, Mullin, Richter & Hampton LLP is serving

as legal counsel to the Company. Houlihan Capital provided a fairness opinion to the Board of Directors of the Company. Loeb & Loeb

LLP is serving as legal counsel to USFM Corporation.

About Twin Vee PowerCats Co.

Twin Vee PowerCats Co. manufactures a range of boats

under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats

are recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand

names in the catamaran sport boat category and is known as the “Best Riding Boats on the Water™.” Bahama Boat Works

is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the

finest offshore fishing vessels.

The Company is located in Fort Pierce, Florida, and has been building and

selling boats for 30 years.

Learn more at twinvee.com and bahamaboatworks.com.

About USFM Corporation

USFM Corporation is a privately held U.S.-based mineral

exploration company focused on advancing critical mineral opportunities in stable jurisdictions. The Company is currently focused on the

Disko-Nuussuaq Project in Greenland, one of the largest underexplored magmatic nickel districts globally.

Learn more about USFM at usfm.com.

Forward-Looking Statements

This press release contains certain forward-looking

statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements

are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,”

“expect,” “may,” “continue,” “predict,” “potential,” “project”

and similar expressions that are intended to identify forward-looking statements and include statements regarding the proposed merger

with USFM Corporation and the concurrent privatization of the Marine Business; the formation of a contingent value rights trust to operate

the Marine Business as a private company; the anticipated strategic and financial benefits of the transactions, including the unlocking

of shareholder value, the lowering of operating overhead, and the ability to dedicate more resources to product development, manufacturing,

and customer support; the expected timing for completion of the transactions in the third quarter of 2026; the expectation that there

will be no immediate changes to operations, customer service, or vendor relationships; the impact of the transaction to the Company’s

stockholders, employees, customers, business partners, dealers, vendors, suppliers, and other stakeholders; and the combined public company’s

future trading on NYSE American.

These forward-looking statements are based on management’s

expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which

are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set

forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current

expectations include, among others, the ability of the parties to consummate the proposed transaction; satisfaction of closing conditions

to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on the Company’s relationships

with its employees, existing customers or potential future customers, and the risk factors described in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports

on Form 8-K and subsequent filings with the SEC. The information in this release is provided only as of the date of this release, and

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

future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events, except

as required by law.

Additional Information and Where to Find It

USFM Corporation intends to file with the Securities

and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, which shall include a proxy statement, in connection

with its proposed acquisition of the Company and the Company will furnish or file other materials with the SEC in connection with the

proposed transaction. The definitive proxy statement will be sent or given to the stockholders of the Company and will contain important

information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE

URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED

TRANSACTION. The Registration Statement, proxy statement and other relevant materials (when they become available), and any other documents

filed by USFM Corporation and the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition,

security holders will be able to obtain free copies of the proxy statement from the Company by contacting the Company by telephone at

(772) 429-2525, or by mail to Twin Vee PowerCats Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982.

Participants in the Solicitation

USFM, the Company and their directors and officers

may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction.

Information regarding the interests of these directors and officers in the transaction described herein will be included in the proxy

statement described above. Additional information regarding the directors and executive officers of the Company is included in the proxy

statement for its 2025 Annual Meeting, which was filed with the SEC on October 23, 2025, its Annual Report on Form 10-K, which was filed

with the SEC on February 27, 2026, and is supplemented by other public filings made, and to be made, with the SEC by the Company and USFM

Corporation.

No Offer or Solicitation

This communication is for informational purposes only

and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,

or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Contact:

Glenn Sonoda

investor@twinvee.com

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