Form 8-K

8-K — Processa Pharmaceuticals, Inc.

Accession: 0001493152-26-035099

Filed: 2026-07-29

Period: 2026-07-23

CIK: 0001533743

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-3.1 (ex3-1.htm)

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EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (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)

The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 23, 2026

Processa

Pharmaceuticals, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39531

45-1539785

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

601

21st Street, Suite 300

Vero

Beach, FL 32960

(Address

of principal executive offices, including zip code)

(772)

453-2899

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trade

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

PCSA

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item 1.01

- Entry into a Material Definitive Agreement.

Agreement

and Plan of Merger

July 28, 2026, Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company” or

“Processa”), entered into an Agreement and Plan of Merger (the “Merger

Agreement”), by and among the Company, Venus Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary

of the Company (“Merger Sub I”), Venus Merger Sub II, LLC, a Delaware limited liability company and wholly

owned subsidiary of the Company (“Merger Sub II”), and Vidya Therapeutics, Inc., a Delaware corporation

(“Vidya”). Also, on July 28, 2026, the transactions contemplated by the Merger Agreement were

consummated, pursuant to which Merger Sub I merged with and into Vidya, with Vidya surviving and becoming a wholly owned subsidiary

of the Company (the “First Merger”). Immediately following the First Merger, Vidya merged with and into

Merger Sub II, with Merger Sub II surviving and remaining a wholly owned subsidiary of the Company (together with the First Merger,

the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax

purposes.

Under

the terms of the Merger Agreement, at the closing of the Merger (the “Closing”), the Company issued to stockholders

of Vidya (i) 558,398 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”)

and (ii) 142,744.100 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series A

Preferred Stock”) (as described below), each share of which is to become convertible into 1,000 shares of Common Stock,

subject to approval by the stockholders of the Company of the Preferred Stock Conversion Proposal (as defined below). The powers, preferences,

rights, qualifications, limitations and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation

(as defined below).

Reference

is made to the discussion of the Series A Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into

this Item 1.01 by reference.

of Common Stock held by holders thereof immediately prior to the First Effective Time (as defined in the Merger Agreement) remained outstanding

and were unaffected by the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as

defined below), assuming the conversion of shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of

Common Stock (without giving effect to any beneficial ownership limitations), pre-transaction equityholders of the Company held approximately

3% of the issued and outstanding shares of Common Stock and former equityholders of Vidya held approximately 97% of the issued and outstanding

shares of Common Stock, in each case, calculated on a fully-diluted basis and based on the implied equity values of the Company and Vidya.

Following the consummation of the Financing (as defined below), assuming the conversion of the PIPE Securities (as defined below) and

shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (in each case, without giving

effect to any beneficial ownership limitations), pre-transaction stockholders of the Company hold approximately 0.9% of

the issued and outstanding shares of Common Stock, former equityholders of Vidya hold approximately 46% of the issued and outstanding

shares of Common Stock and the Investors (as defined below) hold approximately 52.6% of the issued and outstanding shares of Common Stock,

in each case, calculated on a fully-diluted basis and based on the implied equity values of the Company and Vidya.

Pursuant

to the terms of the Merger Agreement, each option to purchase Vidya common stock was assumed by the Company and converted into an option

to purchase Common Stock (each, a “Parent Assumed Option”), which options are subject to exercise restrictions

prior to obtaining the approval of the Parent Stockholder Matters (as defined below).

Pursuant

to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to hold a stockholders’ meeting (the

“Stockholders’ Meeting”) to submit the following matters to its stockholders for their consideration: (i) the approval

in accordance with applicable rules of the Nasdaq Stock Market, LLC (the “Nasdaq”) of the conversion of the

Series A Preferred Stock (including the Series A Preferred Stock issued in the Financing (as defined below)) into shares of Common Stock

(the “Preferred Stock Conversion Proposal”), (ii) the approval of a 2026 Equity Incentive Plan, subject to

approval by the board of directors of the Company (the “Board”), (iii) the approval of a 2026 Employee Stock

Purchase Plan, and (iv) to the extent deemed necessary or advisable by the Company and/or Vidya, approval of an amendment to the Company’s

certificate of incorporation to effect a reverse stock split (the matters contemplated in items (i) through (iv) collectively, the “Parent

Stockholder Matters”). In connection with the Parent Stockholder Matters, the Company intends to file with the Securities

and Exchange Commission (the “SEC”) a proxy statement and other relevant materials. Holders of shares of Common

Stock issued pursuant to the Merger Agreement and Parent Assumed Options will not be entitled to vote such shares in connection with

the Preferred Stock Conversion Proposal in accordance with Rule 5635 of the listing rules of Nasdaq and as provided in the Merger Agreement.

Pursuant

to the Merger Agreement, as promptly as practicable following the closing date of the Merger (and in any event not later than 75 days

following the closing of the Financing), the Company has agreed to prepare and file with the SEC a Registration Statement on Form S-3

(or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available) to register the resale

of (i) the shares of Common Stock issued pursuant to the Merger Agreement and (ii) the shares of Common Stock underlying the Series A

Preferred Stock issued pursuant to the Merger Agreement.

The

Board unanimously approved the Merger Agreement and the related transactions, and the consummation of the Merger did not require the

approval of the Company’s stockholders.

The

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

to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Support

Agreements

connection with the execution of the Merger Agreement, the Company and Vidya entered into stockholder support agreements (the “Support

Agreements”) with all of the Company’s officers and directors (solely in their capacity as stockholders). The Support Agreements provide that, among other things, each of

the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock owned by such stockholder in favor of the

Parent Stockholder Matters at the Stockholders’ Meeting to be held in connection therewith, subject to and in accordance with the

terms of the Support Agreements.

The

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

form of the Support Agreement, which is provided as Exhibit D to the Merger Agreement, which is filed as Exhibit 2.1 to this Current

Report on Form 8-K and incorporated herein by reference.

Lock-Up

Agreements

Concurrently

and in connection with the execution of the Merger Agreement, certain officers, directors and stockholders of Vidya, and all of

the directors and officers of the Company entered into lock-up agreements with the Company, pursuant to which each such person is subject

to a 180-day lock-up on the sale or transfer of shares of Common Stock and Series A Preferred Stock held by each such person at the Closing,

including, in the case of the specified officers, directors and stockholders of Vidya, those shares received by them in the Merger (the

“Lock-Up Agreements”).

The

foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the

form of Lock-Up Agreement, which is provided as Exhibit C to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report

on Form 8-K and incorporated herein by reference.

Securities

Purchase Agreement for Private Placement of Securities

July 28, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with

the investors named therein (the “Investors”).

Pursuant

to the Purchase Agreement, the Company agreed to sell an aggregate of 163,774.679 shares of Series A Preferred Stock (the “PIPE

Securities”) for an aggregate cash purchase price of approximately $200.0 million (collectively, the “Financing”). The Company intends to use the net proceeds to fund operations into the second half

of 2029 and through key clinical milestones, including top-line data from Phase 2 proof-of-concept studies for food allergy, chronic

spontaneous urticaria (CSU), and relapsing multiple sclerosis (RMS).

The

closing of the Financing is expected to occur on July 30, 2026 (the “Financing Closing Date”), subject to the satisfaction

of customary conditions to closing.

The

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

Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Registration

Rights Agreement

connection with the closing of the Financing, the Company entered into a Registration Rights Agreement (the

“Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the

Company is required to prepare and file a resale registration statement with the SEC within 75 calendar days following the Financing

Closing Date. The Company is obligated to use its reasonable best efforts to cause this registration statement to be declared

effective by the SEC within five business days of the date the Company is notified by the SEC that the registration statement will

not be reviewed or will not be subject to further review (or within 60 calendar days following the filing deadline if the SEC

reviews the registration statement).

The

Company has also agreed to, among other things, indemnify the Investors, their officers, directors, members, employees, partners, managers,

stockholders, affiliates, investment advisors and agents under the registration statement from certain liabilities and pay all fees and

expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the

Company’s obligations under the Registration Rights Agreement.

The

foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference

to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

The

Merger Agreement and the Securities Purchase Agreement have been included to provide investors and security holders with information

regarding their terms. They are not intended to provide any other factual information about the Company or Vidya. Each of the Merger

Agreement and the Securities Purchase Agreement contain representations, warranties and covenants that the parties thereto made to each

other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes

of the Merger Agreement and the Securities Purchase Agreement, respectively, between the parties thereto and may be subject to important

qualifications and limitations agreed to by the parties thereto in connection with negotiating its terms, including being qualified by

confidential disclosures exchanged between the parties in connection with the execution of each of the Merger Agreement and the Securities

Purchase Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be

different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk

between the parties thereto, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations

and warranties may change after the date of the Merger Agreement and the Securities Purchase Agreement, which subsequent information

may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the

representations and warranties as statements of factual information at the time they were made or otherwise.

Item

1.02 – Termination of a Material Definitive Agreement.

July 23, 2026, the Company terminated its License Agreement, dated August 23, 2020 (the “Elion License Agreement”),

with Elion Oncology, Inc. (“Elion”) to commercialize PCS6422, which is also referred to as NGC-Cap and was

the Company’s only Next Generation cancer therapy that had reached a Phase 2 trial, by entering into a settlement (the “Settlement”)

with Elion. Pursuant to the Settlement, the parties agreed to settle all claims in respect of their litigation regarding the Elion License

Agreement and to terminate the Elion License Agreement without further obligation of either party, with the Company returning the PCS6422

program to Elion. In connection with the Settlement, the parties exchanged mutual releases of all claims relating to the Elion License

Agreement, the PCS6422 program and the related litigation. As part of the Settlement, the Company will pay Elion the sum of $650,000

towards Elion’s attorneys’ fees and/or other out-of-pocket costs. In addition, the Company agreed to grant to Elion a non-voting

equity interest equal to seven and one-half percent (7.5%) of the fully diluted pre-money equity capitalization of any newly formed entity

(“NewCo”) whose assets include one or more of PCS499, PCS11-T and/or PCS12852, if the formation or spin-out

of NewCo is completed within three hundred sixty-five (365) days following the effective date of the Settlement Agreement.

The

Company intends to continue to develop PCS499, a drug that can be used to treat unmet medical need conditions caused by multiple pathophysiological

changes. The Company also continues to have PCS11T and PCS12852 in its drug pipeline.

Item

2.01 - Completion of Acquisition or Disposition of Assets.

July 28, 2026, the Company completed its acquisition of Vidya pursuant to the Merger Agreement. The information contained in Item

1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.02

- Unregistered Sales of Equity Securities.

The

information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities

to be issued and sold on the Financing Closing Date and shares of Common Stock and Series A Preferred Stock issued pursuant to the Merger

Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof.

Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the

PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

In the Merger Agreement and written consent of Vidya’s stockholders, Vidya and its stockholders also made representations regarding

the knowledge and experience in financial and business matters and investment intent of Vidya’s stockholders. The PIPE Securities

and shares of Common Stock and Series A Preferred Stock issued pursuant to the Merger Agreement have not been registered under the Securities

Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the

Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto

constitutes an offer to sell or the solicitation of an offer to buy shares of Common Stock, shares of Series A Preferred Stock or any

other securities of the Company.

Item 5.02

- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Appointment

of Directors

accordance with the Merger Agreement, on July 28, 2026, effective immediately after the First Effective Time, Sheila Gujrathi

was appointed to the Board as a director.

Sheila

Gujrathi, M.D., age 55, has served as a member of our board of directors since July 2026. Dr. Gujrathi founded Vidya and served as

its Executive Chair of the board of directors of Vidya from March 2023 until the Acquisition. She has served as founder and Chief Executive

Officer of Prana Therapies since March 2023, and as founder and Executive Chair of the board of directors of Lila Biologics, Inc., a

privately held biopharmaceutical company, since March 2023. Dr. Gujrathi has served as a member of the boards of directors of BlossomHill

Therapeutics, Inc., a publicly held biopharmaceutical company, since May 2026, and Janux Therapeutics, Inc., a publicly held biopharmaceutical

company, since March 2021. She has also served as Executive Chair of the board of directors of Generian Pharmaceuticals, Inc., a privately

held biotechnology company, since May 2023. She previously served as Executive Chair of the board of directors of Ventyx Biosciences,

Inc., a publicly held biopharmaceutical company, from May 2021 until its acquisition by Eli Lilly and Company in January 2026, chair

of the board of directors of ADARx Pharmaceuticals, Inc., a privately held biopharmaceutical company, from June 2020 to January 2025,

chair of the board of directors of ImmPACT Bio USA Inc., a privately held biotechnology company, from December 2021 until its acquisition

by Lyell Immunopharma, Inc. in October 2024, a member of the board of directors of Turning Point Therapeutics, Inc. (acquired by Bristol-Myers

Squibb Company in August 2022), a then-publicly held biopharmaceutical company, from November 2017 to March 2021, and chair of the board

of directors of Turning Point from April 2019 to March 2021. Dr. Gujrathi previously served as a member of the board of directors of

Five Prime Therapeutics, Inc. (acquired by Amgen, Inc. in April 2021) from December 2015 to June 2019 and as a member of the board of

directors of Ambrx, Inc., a then-publicly held biopharmaceutical company, from February 2014 until its acquisition by Johnson & Johnson

in June 2015. Dr. Gujrathi is a Co-Founder of Gossamer Bio, Inc., a publicly held biopharmaceutical company, and served as its President

and Chief Executive Officer from July 2018 to November 2020 and as its President and Chief Operating Officer from October 2015 to June

2018 and as a member of its board of directors from October 2015 to November 2020. Previously, Dr. Gujrathi was the Chief Medical Officer

of Receptos, Inc., a then-publicly held biopharmaceutical company, a position she held from June 2011 until its acquisition by Celgene

Corporation in August 2015. Previously, Dr. Gujrathi worked at Bristol-Myers Squibb Company, where she served as Vice President of the

Global Clinical Research Group in Immunology from August 2008 to June 2011. Previously, Dr. Gujrathi worked at Genentech, Inc., where

she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group from October 2002

to July 2008. From 1999 until 2002, Dr. Gujrathi was a management consultant at McKinsey & Company in the healthcare practice, where

she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industry. Dr. Gujrathi received her B.S.

in biomedical engineering and M.D. from Northwestern University. Dr. Gujrathi completed her internal medicine internship and residency

at Brigham and Women’s Hospital, Harvard Medical School and is board certified in internal medicine. Dr. Gujrathi received additional

training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program.

believe that Dr. Gujrathi is qualified to serve on our board of directors based on her leadership as Vidya’s Executive Chair and

her extensive experience as a leader in the biopharmaceutical industry, including as a board member of multiple biotechnology and biopharmaceutical

companies.

Except

as described in the Merger Agreement, there are no arrangements or understandings between Ms. Gujrathi and any other person pursuant

to which she was appointed as a director of the Company. Except as described below, Ms. Gujrathi is not a party to any transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item

5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

July 28, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences,

Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designation”) in connection with

the Merger and the Financing referenced in Item 1.01 above. The Certificate of Designation provides for the creation of the Company’s

Series A Preferred Stock.

Holders

of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Common-Stock

basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise provided in the Certificate

of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series A Preferred Stock shall have

no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative

vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock: (i) alter or change adversely the powers,

preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, amend its certificate of

incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock,

(ii) issue additional shares of Series A Preferred Stock or increase or decrease (other than by conversion) the number of authorized

shares of Series A Preferred Stock, (iii) prior to the Automatic Conversion (as defined below), consummate either: (A) any Fundamental

Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another Person

or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share

exchange or scheme of arrangement) with or into, another Person in which the stockholders of the Company immediately before such transaction

do not hold at least a majority of the voting power of the capital stock of the Company or surviving corporation or the parent entity

of the Company or surviving corporation immediately after such transaction or in which the Company or the surviving corporation issues

securities in such transaction that represent, or are convertible into securities representing, more than a majority of the voting power

of the Company immediately before such transaction, (iv) prior to the stockholder approval of the Preferred Stock Conversion Proposal,

authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred

Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially

delay stockholder approval of the Preferred Stock Conversion Proposal or the Automatic Conversion (as defined below) or (vi) enter into

any agreement with respect to any of the foregoing.

5:00 pm Eastern time on the third business day following stockholder approval of the Preferred Stock Conversion Proposal, each share

of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock (the “Automatic Conversion”),

subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A

Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially

own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common

Stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”);

provided that following stockholder approval of the Preferred Stock Conversion Proposal, such Beneficial Ownership Limitation may be

waived by each holder of Series A Preferred Stock upon written notice to the Company to be effective on the 61st day following receipt

of such notice.

at any time after the earlier of (i) the Stockholder Approval or (ii) nine months after the initial issuance of the Series A Preferred

Stock, the Company fails to deliver to the holder of the Series A Preferred Stock shares of Common Stock underlying such shares of Series

A Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the

request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the

Certificate of Designation) of such undelivered shares, provided that the Company has funds legally available for such payment.

The

foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to

the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item

7.01 - Regulation FD Disclosure.

July 29, 2026, the Company issued a press release related to the Merger and the Financing, and made available Vidya’s investor

presentation to be used in general corporate communications and investor communications. Copies of the press release and presentation

are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The

information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1

and the presentation attached as Exhibit 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and

shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise

subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit

99.1 and Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company

under the Securities Act.

Forward

Looking Statements

Certain

statements contained in this Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,”

“may,” “might,” “can,” “will,” “to be,” “could,” “would,”

“should,” “expect,” “intend,” “plan,” “objective,” “anticipate,”

“believe,” “estimate,” “predict,” “project,” “potential,” “likely,”

“continue,” “ongoing” or similar expressions, or the negative of such words, are intended to identify “forward-looking

statements.” These forward-looking statements include, but are not limited to, statements regarding the Company, Vidya, the Financing

and the Merger, including the closing of the Financing, if any, and the expected effects, perceived benefits or opportunities and related

timing with respect thereto; expectations regarding or plans for the combined company’s pipeline, including its ongoing clinical

trials and research and development programs; and expectations regarding the use of proceeds from the Financing and cash runway expectations

therefrom, including such proceeds funding the combined company through key clinical milestones and the expected timing of such milestones.

The Company has based these forward-looking statements on its current expectations and projections about future events. Because such

statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking

statements. Factors that could cause or contribute to these differences include those above in this Current Report on Form 8-K and in

the Company’s other filings with the SEC. Statements made herein are as of the date of the filing of this Current Report on Form

8-K with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, the Company does

not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments,

unanticipated events or circumstances after the date of such statement.

Item

9.01 - Financial Statements and Exhibits.

(a)

Financial statements of business acquired

The

financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include

such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current

Report on Form 8-K is required to be filed.

(b)

Pro forma financial information

The

pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends

to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after

the date this Current Report on Form 8-K is required to be filed.

(d)

Exhibits

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger, dated July 28, 2026, by and among Processa Pharmaceuticals, Inc., Venus Merger Sub I, Inc., Venus Merger Sub II, LLC and Vidya Therapeutics, Inc.

3.1

Certificate of Designation of Series A Non-Voting Convertible Preferred Stock

10.1*

Form of Securities Purchase Agreement, dated as of July 28, 2026, by and among Processa Pharmaceuticals, Inc. and each investor listed on Exhibit A thereto

10.2

Form of Registration Rights Agreement, by and among Processa Pharmaceuticals, Inc. and the investors signatory thereto

99.1

Press Release issued on July 29, 2026 (furnished herewith)

99.2

Investor Presentation, dated July 29, 2026 (furnished herewith)

104

Cover

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

Certain

schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a

supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon

request.

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

Processa

Pharmaceuticals, Inc.

Date:

July 29, 2026

By:

/s/

Russell Skibsted

Name:

Russell Skibsted

Title:

Chief Financial Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

CONFIDENTIAL

Execution

Version

AGREEMENT

AND PLAN OF MERGER

and among:

PROCESSA

PHARMACEUTICALS, INC.,

a Delaware corporation;

VENUS

MERGER SUB I, INC.,

a Delaware corporation;

VENUS

MERGER SUB II, LLC,

a Delaware limited liability company;

and

VIDYA

THERAPEUTICS, INC.,

a Delaware corporation;

Dated

as of July 28, 2026

TABLE

OF CONTENTS

Page

SECTION 1.

DESCRIPTION OF TRANSACTION

1.1 The

Merger

1.2 Effects

of the Merger

1.3 Closing;

First Effective Time; Second Effective Time

1.4 Series

A Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers.

1.5 Merger

Consideration; Effect of Merger on Company Common Stock

1.6 Conversion

of Shares

1.7 Closing

of the Company’s Transfer Books

1.8 Exchange

of Shares

1.9 Company

SAFEs

1.10 Company

Options

1.11 Appraisal

Rights

1.12 Calculation

of Parent Net Cash

1.13 Further

Action

1.14 Withholding

SECTION

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.1 Due

Organization; Subsidiaries

2.2 Organizational

Documents

2.3 Authority;

Binding Nature of Agreement

2.4 Vote

Required

2.5 Non-Contravention:

Consents

2.6 Capitalization

2.7 Financial

Statements.

2.8 Absence

of Changes

2.9 Absence

of Undisclosed Liabilities

2.10 Title

to Assets

2.11 Real

Property; Leasehold

2.12 Intellectual

Property; Privacy.

2.13 Agreements,

Contracts and Commitments

2.14 Compliance;

Permits; Restrictions.

2.15 Legal

Proceedings; Orders

2.16 Tax

Matters.

2.17 Employee

and Labor Matters; Benefit Plans

2.18 Environmental

Matters

TABLE

OF CONTENTS

continued

Page

2.19 Insurance

2.20 No

Financial Advisors

2.21 Transactions

with Affiliates

2.22 Anti-Bribery

2.23 Accredited

Investor

2.24 Export

Control and Sanctions Compliance

2.25 Disclaimer

of Other Representations or Warranties

SECTION

3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS

3.1 Due

Organization; Subsidiaries.

3.2 Organizational

Documents

3.3 Authority;

Binding Nature of Agreement

3.4 Vote

Required

3.5 Non-Contravention:

Consents

3.6 Capitalization.

3.7 SEC

Filings; Financial Statements.

3.8 Absence

of Changes

3.9 Absence

of Undisclosed Liabilities

3.10 Title

to Assets

3.11 Real

Property; Leasehold

3.12 Intellectual

Property; Privacy.

3.13 Agreements,

Contracts and Commitments

3.14 Compliance;

Permits

3.15 Legal

Proceedings; Orders

3.16 Tax

Matters.

3.17 Employee

and Labor Matters; Benefit Plans.

3.18 Environmental

Matters

3.19 Transactions

with Affiliates

3.20 Insurance

3.21 Opinion

of Financial Advisor

3.22 No

Financial Advisors

3.23 Anti-Bribery

3.24 Valid

Issuance

3.25 Export

Control and Sanctions Compliance

TABLE

OF CONTENTS

continued

Page

3.26 Outbound

Investment Security Program.

3.27 CFIUS

3.28 Disclaimer

of Other Representations or Warranties.

SECTION

4. ADDITIONAL AGREEMENTS OF THE PARTIES

4.1 Company

Stockholder Notice

4.2 Parent

Stockholders’ Meeting; Registration Statement

4.3 Proxy

Statement

4.4 Reservation

of Parent Common Stock: Issuance of Shares of Parent Common Stock

4.5 Indemnification

of Officers and Directors

4.6 Additional

Agreements

4.7 Listing

4.8 Tax

Matters

4.9 Legends

4.10 Directors

and Officers

4.11 Section

16 Matters

4.12 Cooperation

4.13 Closing

Certificates

4.14 Takeover

Statutes

4.15 Parent

Options and Parent Warrants

4.16 Obligations

of Merger Subs

4.17 Private

Placement

SECTION

5. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY

5.1 No

Restraints

5.2 Series

A Certificate of Designation

5.3 Parent

Financing

SECTION

6. CLOSING DELIVERIES OF THE COMPANY

6.1 Documents

6.2 FIRPTA

Certificate

6.3 Company

Lock-Up Agreements

SECTION

7. CLOSING DELIVERIES OF PARENT

7.1 Documents

7.2 Parent

Lock-Up Agreements

iii

TABLE

OF CONTENTS

continued

Page

SECTION

8. MISCELLANEOUS PROVISIONS

8.1 Non-Survival

of Representations and Warranties

8.2 Amendment

8.3 Waiver

8.4 Entire

Agreement; Counterparts; Exchanges by Electronic Transmission

8.5 Applicable

Law; Jurisdiction

8.6 Attorneys’

Fees

8.7 Assignability

8.8 Notices

8.9 Cooperation

8.10 Severability

8.11 Other

Remedies; Specific Performance

8.12 No

Third-Party Beneficiaries; Non-Recourse

8.13 Construction.

8.14 Expenses

Exhibits:

Exhibit

Definitions

Exhibit B

Form of Certificate of Designation

of Series A Convertible Preferred Stock

Exhibit C

Form of Lock-Up Agreement

Exhibit

Form of Parent Support Agreement

Exhibit E

Form of A&R Limited Liability

Company Agreement of Second Merger Sub

AGREEMENT

AND PLAN OF MERGER

THIS

AGREEMENT AND PLAN OF MERGER is made and entered into as of July 28, 2026, by and among PROCESSA

PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), VENUS MERGER SUB I, INC.,

a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), VENUS MERGER SUB II,

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

together with First Merger Sub, “Merger Subs”), and VIDYA THERAPEUTICS, INC., a Delaware corporation

(the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITALS

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

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

Company will become a direct wholly owned subsidiary of Parent.

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

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

with Second Merger Sub being the surviving entity of the Second Merger.

Immediately following the execution and delivery of this Agreement, but prior to the filing of the First Certificate of Merger, Parent

shall file the Series A Certificate of Designation, in substantially the form attached hereto as Exhibit B, with the office of

the Secretary of State of the State of Delaware.

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

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

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

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

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

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

of the Parent Common Stock Payment Shares and the Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to

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

that the stockholders of the Parent vote to approve the Parent Stockholder Matters at the Parent Stockholders’ Meeting to be convened

following the Closing.

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

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

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

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

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

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

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

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

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

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

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

the Company Stockholder Matters (the “Company Board Approval”).

Subsequent to the Company Board Approval, but prior to the execution and delivery of this Agreement, the requisite Company stockholders

constituting the Required Company Stockholder Vote by written consent and in accordance with the Company’s certificate of incorporation,

the Company’s bylaws and the DGCL (i) approved and adopted this Agreement and the Contemplated Transactions, (ii) acknowledged

that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant

to Section 262 of the DGCL, a true and correct copy of which was attached thereto, and that such stockholder has received and read a

copy of Section 262 of the DGCL and (iii) acknowledged that by its approval of the Merger it is therefore not entitled to appraisal rights

with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital

stock under the DGCL (such matters, the “Company Stockholder Matters” and the consent, the “Stockholder

Written Consent”).

Immediately following the Closing, the Company will transmit to each Company stockholder who did not execute the Stockholder Written

Consent any notices required under Section 228(e) and Section 262 of the DGCL.

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

willingness to enter into this Agreement, certain of the directors and officers of Parent listed in Section A-1 of the Parent

Disclosure Schedule (solely in their capacity as stockholders of Parent) (the “Parent Signatories”) and the

executive officers and directors of the Company listed in Section A-1 of the Company Disclosure Schedule (the “Company

Signatories”) (solely in their capacity as stockholders of the Company) are executing lock-up agreements in substantially

the form attached as Exhibit C (each, a “Lock-Up Agreement”).

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

enter into this Agreement, all of the officers and directors and certain stockholders of Parent set forth on Section A-2 of the

Parent Disclosure Schedule (solely in their capacity as stockholders) are executing support agreements in favor of the Company in substantially

the form attached hereto as Exhibit D (the “Parent Stockholder Support Agreement”), pursuant to which

such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of capital stock of Parent

in favor of the Parent Stockholder Matters.

Prior to or concurrently with the execution and delivery of this Agreement, in connection with the Parent Financing, certain investors

have executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) among Parent and the Persons

named therein (such investors, the “Investors”) (representing an aggregate commitment no less than the Concurrent

Investment Amount of $175,000,000), pursuant to which each such Investor has agreed to purchase such Investor’s respective portion

of the Concurrent Investment Amount as payment for the number of shares of Parent Series A Convertible Preferred Stock to be issued to

such Investor as set forth in the Securities Purchase Agreement and in accordance with the terms contained therein.

AGREEMENT

The

Parties, intending to be legally bound, agree as follows:

Section

1. DESCRIPTION OF TRANSACTION

1.1

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

Merger Sub shall be merged with and into the Company, and the separate existence of First Merger Sub shall cease. As a result of the

First Merger, the Company will continue as the surviving corporation in the First Merger (the “First Step Surviving Corporation”).

Upon the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, the First Step Surviving Corporation

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

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

1.2

Effects of the Merger.

At and after the First Effective Time, the First Merger shall have the effects set forth in this Agreement, the First Certificate of

Merger and in the applicable provisions of the DGCL. As a result of the First Merger, the First Step Surviving Corporation will become

a wholly owned subsidiary of Parent. At and after the Second Effective Time, the Second Merger shall have the effects set forth in this

Agreement, the Second Certificate of Merger and in the applicable provisions of the DGCL and the DLLCA.

1.3

Closing; First Effective Time; Second Effective Time. The

consummation of the Merger (the “Closing”) is being consummated remotely via the electronic exchange

of documents and signatures substantially simultaneously with the execution and delivery of this Agreement, or at such other time, date

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

as the “Closing Date.” At the Closing, (a) the Parties shall cause the First Merger to be consummated by executing

and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the First Merger, satisfying

the applicable requirements of the DGCL and in form and substance to be agreed upon by the Parties (the “First Certificate

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

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

the DGCL and the DLLCA and in form and substance to be agreed upon by the Parties (the “Second Certificate of Merger”

and together with the First Certificate of Merger, the “Certificates of Merger”). The First Merger shall become

effective at the time of the filing of such First Certificate of Merger with the Secretary of State of the State of Delaware or at such

later time as may be specified in such First Certificate of Merger with the consent of Parent and the Company (the time as of which the

First Merger becomes effective being referred to as the “First Effective Time”). The Second Merger shall become

effective at the time of the filing of such Second Certificate of Merger with the Secretary of State of the State of Delaware or at such

later time as may be specified in such Second Certificate of Merger with the consent of Parent and the Company (the time as of which

the Second Merger becomes effective being referred to as the “Second Effective Time”).

1.4

Series A Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers.

(a)

Prior to the First Effective Time, Parent shall file the Series A Certificate of Designation with the office of the Secretary of State

of the State of Delaware.

(b)

At the First Effective Time:

(i)

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

the First Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of incorporation;

(ii)

the bylaws of the First Step Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws

of the Company as in effect immediately prior to the First Effective Time, until thereafter amended as provided by the DGCL and such

bylaws;

(iii)

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

be as set forth in Section 4.10 of the Parent Disclosure Schedule; and

(iv)

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

and bylaws of the First Step Surviving Corporation, shall be such persons as shall be mutually agreed upon by Parent and the Company.

(c)

At the Second Effective Time:

(i)

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

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

however, that at the Second Effective Time (as part of the Second Certificate of Merger), the name of the Surviving Entity shall

be amended to Vidya Therapeutics Operating, LLC;

(ii)

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

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

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

Time (but as soon thereafter as practicable), the limited liability company agreement shall be amended in substantially the form attached

hereto as Exhibit E; and

(iii)

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

company agreement of the Surviving Entity, shall be as set forth in Section 1.4(c)(iii) of the Parent Disclosure Schedules.

1.5

Merger Consideration; Effect of Merger on Company Common Stock.

The aggregate merger consideration (the “Merger Consideration”) to be paid by Parent for all of the outstanding

shares of Company Common Stock at the Closing shall be (a) 558,398 shares of Parent Common Stock (“Parent Common Stock Payment

Shares”) and (b) 142,744.100 shares of Parent Series A Convertible Preferred Stock (the “Parent Preferred Stock

Payment Shares” and, together with the Parent Common Stock Payment Shares, the “Parent Stock Payment Shares”)

in accordance with Section 1.6(a), provided that the aggregate number of shares of Parent Common Stock issued in (i) the Contemplated

Transactions, including shares of Parent Common Stock issuable upon exercise of the Parent Assumed Options and (ii) the Parent Financing,

collectively, shall not exceed 19.99% of the total number of shares of Parent Common Stock issued and outstanding as of immediately prior

to the First Effective Time (the “Cap”). Each Parent Preferred Stock Payment Share shall be convertible into

1,000 shares of Parent Common Stock, subject to and contingent upon the affirmative vote of a majority of the votes cast at the Parent

Stockholders’ Meeting by the holders of Parent Common Stock present or represented and entitled to vote at a meeting of stockholders

of Parent (provided that no Person receiving shares of Parent Common Stock in the Contemplated Transactions shall be entitled to vote

such shares on such matter) to approve, for purposes of the applicable Nasdaq Stock Market Rules, the issuance of shares of Parent Common

Stock to the holders of Parent Series A Convertible Preferred Stock (including the shares of Parent Series A Convertible Preferred Stock

issued in the Parent Financing) upon conversion of any and all shares of Parent Series A Convertible Preferred Stock in accordance with

the terms of the Series A Certificate of Designation (the “Preferred Stock Conversion Proposal”).

1.6

Conversion of Shares.

(a)

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

or any stockholder of the Company or Parent:

(i)

any shares of Company Common Stock held as treasury stock or held or owned by the Company or any wholly owned Subsidiary of the Company

immediately prior to the First Effective Time shall be cancelled and retired and shall cease to exist, and no consideration shall be

delivered in exchange therefor; and

(ii)

subject to Section 1.5 and Section 1.6(c), each share of Company Common Stock outstanding immediately prior to the First

Effective Time (excluding shares to be cancelled pursuant to Section 1.6(a)(i)) shall be automatically converted solely into the

right to receive a number of Parent Stock Payment Shares equal to the Exchange Ratio as set forth on the Allocation Certificate.

(b)

If any shares of Company Common Stock outstanding immediately prior to the First Effective Time are subject to any time-based vesting

repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the

Company, shares of Parent Common Stock issued in exchange for such shares of Company Common Stock shall continue to be subject to any

such time-based vesting right of repurchase, risk of forfeiture or other such conditions.

(c)

Fractional shares of Parent Series A Convertible Preferred Stock may be issued to the nearest one-thousandth of a share in connection

with the First Merger. Any fractional share of Parent Series A Convertible Preferred Stock that a holder of Company Common Stock would

otherwise be entitled to receive shall be aggregated with all other fractional shares of Parent Series A Convertible Preferred Stock

issuable to such holder and shall be rounded up to the nearest one-thousandth of a share to the extent the aggregate amount of fractional

shares of Parent Series A Convertible Preferred Stock is equal to or exceeds 0.0005, and otherwise rounded down, with no additional consideration

paid for any fractional shares eliminated due to rounding. No fractional shares of Parent Common Stock or Parent Series A Convertible

Preferred Stock shall be issued, and no certificates or scrip for any such fractional shares shall be issued and no cash shall be paid

for any such fractional shares. Any fractional share of Parent Common Stock that a holder of Company Common Stock would otherwise be

entitled to receive shall be aggregated with all other fractional shares of Parent Common Stock issuable to such holder and shall be

rounded up to the nearest whole share to the extent the aggregate amount of fractional shares of Parent Common Stock is equal to or exceeds

0.5, and otherwise rounded down.

(d)

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

or any stockholder of the Company or Parent, each share of common stock of First Merger Sub issued and outstanding immediately prior

to the First Effective Time shall be converted into and exchanged for one share of common stock of the First Step Surviving Corporation.

If applicable, each stock certificate of First Merger Sub evidencing ownership of any such shares shall, as of the First Effective Time,

evidence ownership of such shares of common stock of the First Step Surviving Corporation.

(e)

If, between the date of this Agreement and the First Effective Time, the outstanding shares of Company Common Stock or Parent Common

Stock or Parent Series A Convertible Preferred Stock shall have been changed into, or exchanged for, a different number of shares or

a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of

shares or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent

necessary to provide the holders of Company Common Stock and Parent Common Stock and Parent Series A Convertible Preferred Stock, with

the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization,

split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit

the Company or require Parent to take any action with respect to Company Common Stock or Parent Common Stock or Parent Series A Convertible

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

(f)

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

Second Merger Sub or their respective stockholders or members (as applicable), (i) each share of the First Step Surviving Corporation

issued and outstanding immediately prior to the Second Effective Time shall be cancelled and extinguished without any conversion thereof

and no payment or distribution shall be made with respect thereto, and (ii) each membership interest of the Second Merger Sub shall remain

issued and outstanding.

1.7

Closing of the Company’s Transfer Books. (a) At the First Effective Time, all holders of (i) certificates representing

shares of Company Common Stock and (ii) book-entry shares representing shares of Company Common Stock (“Book-Entry Shares”),

in each case, that were outstanding immediately prior to the First Effective Time shall be deemed, from and after the First Effective

Time, to only have the right to receive book-entry shares of Parent Common Stock and Parent Series A Convertible Preferred Stock representing

the Merger Consideration and, following issuance of book-entry shares representing the Merger Consideration, such certificates representing

shares of Company Common Stock and Book-Entry Shares shall be cancelled; and (b) at the First Effective Time, the stock transfer books

of the Company shall be closed with respect to all shares of Company Common Stock outstanding as of such time. No further transfer of

any such shares of Company Common Stock shall be made on such stock transfer books after the First Effective Time. If, after the First

Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the First

Effective Time (a “Company Stock Certificate”) is presented to the Exchange Agent or to the Surviving Entity,

such Company Stock Certificate shall be cancelled and shall be exchanged as provided in Sections 1.6 and 1.8.

1.8

Exchange of Shares.

(a)

Continental Stock Transfer and Trust shall act as exchange agent in the Merger (the “Exchange Agent”). Prior

to the First Effective Time, Parent shall deliver to the Exchange Agent an irrevocable instruction letter directing the Exchange Agent

to issue the Parent Common Stock and Parent Series A Convertible Preferred Stock issuable pursuant to Section 1.6(a) to the holders

entitled thereto in accordance with Schedule 1.8(a).

(b)

Immediately following the First Effective Time, the Exchange Agent shall issue book-entry shares representing the Merger Consideration

(in a number of whole shares of Parent Common Stock and Parent Series A Convertible Preferred Stock) that each holder of Company Common

Stock has the right to receive pursuant to the provisions of Section 1.6(a) and each Company Stock Certificate or Book-Entry Share

formerly held by each such holder shall be deemed, from and after the First Effective Time, to represent only the right to receive book-entry

shares of Parent Common Stock and Parent Series A Convertible Preferred Stock representing the Merger Consideration and, following issuance

of book-entry shares representing the Merger Consideration, shall be cancelled. The Merger Consideration and any dividends or other distributions

as are payable pursuant to Section 1.6(e) shall be deemed to have been in full satisfaction of all rights pertaining to Company

Common Stock formerly represented by such Company Stock Certificates or Book-Entry Shares.

(c)

Subject to compliance with applicable escheat Laws, if any holder of Company Stock Certificates or Book-Entry Shares has not theretofore

surrendered such Company Stock Certificates or transferred such Book-Entry Shares and become entitled to receive the Parent Common Stock

and Parent Series A Convertible Preferred Stock pursuant to this Section 1 by the date that is one (1) year after the Closing Date, Parent

may instruct the Exchange Agent to cease issuing such shares, and thereafter such holder shall look only to Parent as a general creditor

for satisfaction of its claim for such Parent Common Stock and Parent Series A Convertible Preferred Stock and any dividends or distributions

payable with respect thereto.

(d)

No Party shall be liable to any former holder of any shares of Company Common Stock or to any other Person with respect to any shares

of Parent Common Stock or Parent Series A Convertible Preferred Stock (or dividends or distributions with respect thereto) delivered

to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.

1.9

Company SAFEs. Immediately prior to and conditioned upon

the First Effective Time, subject to each Company SAFE Holder executing a Company SAFE Amendment, each Company SAFE shall be cancelled

and converted into a number of shares of Company Common Stock in accordance with the terms of the Company SAFE Amendment (“SAFE

Conversion”) and such Company Common Stock shall thereafter be converted into Parent Stock Payment Shares in accordance

with Section 1.6(a)(ii).

1.10

Company Options.

(a)

At the First Effective Time, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time under

the Company Plan, whether or not vested, shall be assumed and converted into and become an option to purchase Parent Common Stock (each,

a “Parent Assumed Option”). Accordingly, from and after the First Effective Time: (i) each Parent Assumed Option

may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Parent Assumed

Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to the corresponding Company

Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down

to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable

upon exercise of each Parent Assumed Option shall be determined by dividing (A) the per share exercise price of Company Common Stock

subject to the corresponding Company Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio and

rounding the resulting exercise price up to the nearest whole cent; and (iv) the other terms of each Parent Assumed Option (including,

but not limited to, the expiration date, restrictions on exercisability, and vesting schedule) shall otherwise remain unchanged; provided,

that, (I) in the case of any Parent Assumed Option that was converted from a Company Option to which Section 421 of the Code applies

as of the First Effective Time by reason of its qualification under Section 422 of the Code, the per share exercise price, the number

of shares of Parent Common Stock subject to such Parent Assumed Option and the terms and conditions of such Parent Assumed Option shall

be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (II) the exercise price, the number of

shares of Parent Common Stock subject to, and the terms and conditions of exercise of each Parent Assumed Option shall also be determined

in a manner consistent with the requirements of Section 409A of the Code; provided, further, that: (x) no Parent Assumed Option

shall be exercisable until the date on which the Parent Stockholder Matters are approved; (y) the terms of the Parent Assumed Options

shall be further amended as may be necessary to reflect such assumption and conversion of the Company Options into Parent Assumed Options

(such as by making any change in control or similar definition relate to Parent instead of the Company and having any provision that

provides for the adjustment of Parent Assumed Options upon the occurrence of certain corporate events of the Company relate to similar

corporate events of Parent instead); and (z) the Parent Board or a committee thereof shall succeed to the authority and responsibility

of the Company Board or any committee thereof with respect to each Parent Assumed Option.

(b)

Parent shall file with the SEC, promptly after the First Effective Time (and in any event, not later than ninety (90) days thereafter),

a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common

Stock issuable with respect to the Parent Assumed Options in accordance with Section 1.10.

1.11

Appraisal Rights. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that

are outstanding immediately prior to the First Effective Time and which are held by stockholders who have exercised and perfected appraisal

rights for such shares of Company Common Stock in accordance with the DGCL (collectively, the “Dissenting Shares”)

shall not be converted into or represent the right to receive the Merger Consideration described in Section 1.5 attributable to

such Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common

Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise

lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have

effectively withdrawn or lost their right to appraisal of such shares of Company Common Stock under the DGCL (whether occurring before,

at or after the First Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the First

Effective Time, the right to receive the Merger Consideration, without interest, attributable to such Dissenting Shares upon their surrender

in the manner provided in Sections 1.6 and 1.8. The Company shall give Parent prompt written notice of any demands by dissenting

stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence

received by the Company in connection with such demands, and the Company shall have the right to direct all negotiations and proceedings

with respect to such demands; provided that Parent shall have the right to participate in such negotiations and proceedings. Neither

the Parent nor the Company shall, except with the other party’s prior written consent (which shall not be unreasonably withheld),

voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or approve any withdrawal of any such demands

or agree to do any of the foregoing.

1.12

Calculation of Parent Net Cash. Prior to the date of this Agreement, Parent delivered to the Company a schedule (the “Parent

Net Cash Schedule”) setting forth, in reasonable detail, the calculation of Parent Net Cash as of 11:59 p.m. on the last

Business Day prior to the Closing Date prepared and certified by an authorized officer of Parent. The Company has accepted the Parent

Net Cash Schedule as final notwithstanding any variations between the definition thereof and the calculations or components included

in the Parent Net Cash Schedule and each of the Company and Parent acknowledge on behalf of their respective equityholders that no further

adjustments to the Merger Consideration shall be made. In the event of any conflict between the definition of Parent Net Cash and the

Parent Net Cash Schedule, the Parent Net Cash Schedule shall control.

1.13

Further Action.

If, at any time after the First Effective Time, any further action is determined by the Surviving Entity to be necessary or desirable

to carry out the purposes of this Agreement or to vest the Surviving Entity with full right, title and possession of and to all rights

and property of the Company, then the officers and directors of the Surviving Entity shall be fully authorized, and shall use their and

its reasonable best efforts (in the name of the Company, in the name of Merger Subs, in the name of the Surviving Entity and otherwise)

to take such action.

1.14

Withholding. The Parties and the Exchange Agent (each,

a “Withholding Agent”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant

to this Agreement to any holder of Company Common Stock or any other Person such amounts as such Party or the Exchange Agent is required

to deduct and withhold under the Code or any other Law with respect to the making of such payment; provided, however, that if a Withholding

Agent determines that any payment to any stockholder of the Company hereunder is subject to deduction and/or withholding, then, except

with respect to compensatory payments, or as a result of a failure to deliver the certificate described in Section 6.2, such Withholding

Agent shall (i) provide notice to such stockholder as soon as reasonably practicable after such determination (and no later than three

(3) Business Days prior to undertaking such deduction and/or withholding), and (ii) use commercially reasonable efforts to cooperate

with such stockholder prior to Closing to reduce or eliminate any such deduction and/or withholding. To the extent that amounts are so

withheld and paid over to the appropriate Governmental Body, such withheld amounts shall be treated for all purposes of this Agreement

as having been paid to the Person in respect of whom such deduction and withholding was made.

Section

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject

to Section 8.13(h), except as set forth in the disclosure schedule delivered by the Company to Parent (the “Company

Disclosure Schedule”), the Company represents and warrants to Parent and Merger Subs as follows:

2.1

Due Organization; Subsidiaries.

(a)

The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware and has all necessary

corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to

own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and

(iii) to perform its obligations under all Contracts by which it is bound. The Company Subsidiary is a company duly incorporated and

validly registered under the Corporations Act 2001 (Cth), and has all necessary power and authority: (i) to conduct its business in the

manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which

its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it

is bound.

(b)

Each of the Company and the Company Subsidiary is duly licensed and qualified to do business and is in good standing (to the extent applicable

in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification

other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to

have a Company Material Adverse Effect.

(c)

The Company has no Subsidiaries, except for the Persons identified in Section 2.1(c) of the Company Disclosure Schedule (the “Company

Subsidiary”); and neither the Company nor the Company Subsidiary owns any capital stock of, or any equity, ownership or

profit-sharing interest of any nature in, or controls directly or indirectly, any other Person other than the Persons identified in Section

2.1(c) of the Company Disclosure Schedule.

(d)

Neither the Company nor the Company Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant

in any partnership, joint venture or similar business Entity. Neither the Company nor the Company Subsidiary has agreed or is obligated

to make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to

any other Entity. Neither the Company nor the Company Subsidiary has, at any time, been a general partner of, or has otherwise been liable

for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

2.2

Organizational Documents. The Company and the Company Subsidiary have each made available to Parent accurate and complete

copies of its respective Organizational Documents, as applicable, as in effect as of the date of this Agreement. The Company and the

Company Subsidiary are not in breach or violation of any provision of their respective Organizational Documents.

2.3

Authority; Binding Nature of Agreement.

(a)

The Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject

to receipt of the Required Company Stockholder Vote, to consummate the Contemplated Transactions. The Company Board (at meetings duly

called and held or by written consent) has unanimously: (i) determined that the Contemplated Transactions are fair to, advisable and

in the best interests of the Company and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated

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

of the Company vote in favor of the Company Stockholder Matters.

(b)

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

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

its terms, subject to the Enforceability Exceptions.

2.4

Vote Required. The affirmative vote (or written consent) of the holders of a majority of the shares of Company Common Stock

outstanding as of the record date for the Stockholder Written Consent and entitled to vote thereon (the “Required Company

Stockholder Vote”), is the only vote (or written consent) of the holders of any class or series of Company Common Stock

necessary to adopt and approve this Agreement and approve the Contemplated Transactions. No other corporate proceedings by the Company

is necessary to authorize this Agreement or to consummate the Contemplated Transactions. The Stockholder Written Consent executed by

the Required Company Stockholder Vote is effective as of the execution of this Agreement.

2.5

Non-Contravention: Consents. Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificates

of Merger required by the DGCL, and the filing of the Series A Certificate of Designation, neither (x) the execution, delivery or performance

of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without

notice or lapse of time):

(a)

contravene, conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents;

(b)

contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated

Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which

the Company or any of the assets owned or used by the Company, is subject, except as would not reasonably be expected to be material

to the Company or its business;

(c)

contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to

revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company, except as would not

reasonably be expected to be material to the Company or its business;

(d)

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

Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any

material payment, rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iii) accelerate the

maturity or performance of any Company Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract,

except in the case of any non-material breach, default, penalty or modification; or

(e)

result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for Permitted

Encumbrances).

Except

for (i) any Consent set forth in Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required

Company Stockholder Vote, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant

to the DGCL, (iv) the filing of the Series A Certificate of Designation with the Secretary of State of the State of Delaware pursuant

to the DGCL and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required

under applicable federal and state securities Laws or Nasdaq, the Company is not and will not be required to make any filing with or

give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution, delivery or performance of this Agreement,

or (B) the consummation of the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that

the restrictions applicable to business combinations contained in Section 203 of the DGCL (or analogous provisions) are, and will be,

inapplicable to the execution, delivery and performance of this Agreement, the Lock-Up Agreements and to the consummation of the Contemplated

Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Lock-Up

Agreements or any of the Contemplated Transactions.

2.6

Capitalization.

(a)

The authorized Company Common Stock consists of 1,000,000 shares of Company Common Stock, of which 643,302 shares are issued and are

outstanding as of the date of this Agreement and immediately prior to the SAFE Conversion and of which 873,743 shares are issued and

outstanding as of the date of this Agreement and immediately following the SAFE Conversion. The Company does not hold any shares of its

capital stock in its treasury. Section 2.6(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, each

record holder of issued and outstanding Company Common Stock and the number and type of shares of Company Common Stock held by such holder.

(b)

All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

All of the outstanding shares of the Company Subsidiary capital stock have been duly authorized and validly issued and are fully paid

and nonassessable. None of the outstanding shares of Company Common Stock was or is entitled or subject to any preemptive right, right

of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock was or is subject

to any right of first refusal in favor of the Company. Except as contemplated herein, there has been and is no Company Contract or Contract

to which the Company Subsidiary is bound relating to the voting or registration of, or restricting any Person from purchasing, selling,

pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or the

Company Subsidiary capital stock. The Company and the Company Subsidiary are not under any obligation, nor bound by any Contract pursuant

to which either may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock, the

Company Subsidiary capital stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely

lists, as of the date of this Agreement, all repurchase rights held by the Company with respect to shares of Company Common Stock (including

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

(c)

Except for the Vidya Therapeutics, Inc. 2025 Equity Incentive Plan, as amended from time to time (the “Company Plan”),

the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation

for any Person. As of the date of this Agreement, the Company has reserved 71,478 shares of Company Common Stock for issuance of awards

under the Company Plan, of which 6,434 Company Options have been issued and are currently outstanding and 65,044 shares of Company Common

Stock remain available for future issuance of awards pursuant to the Company Plan. As of the date of this Agreement, no shares have been

issued pursuant to the exercise of Company Options previously granted under the Company Plan. Section 2.6(c) of the Company Disclosure

Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the

name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement;

(iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the applicable vesting schedule,

including the number of vested and unvested shares as of the date of this Agreement and any acceleration provisions; (vi) the date on

which such Company Option expires; (vii) whether such Company Option is intended to constitute an “incentive stock option”

(as defined in the Code) or a non-qualified stock option; and (viii) whether such Company Option is “early exercisable.”

The Company has made available to Parent an accurate and complete copy of the Company Plan and a form of stock option agreement that

is consistent in all material respects with the stock option agreements evidencing outstanding Company Options granted thereunder.

(d)

Except for Company Options set forth in Section 2.6(d) of the Company Disclosure Schedule, the Company SAFEs and as set forth

on Section 2.6(a) of the Company Disclosure Schedule, there are no other: (i) outstanding subscription, option, call, warrant

or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding

security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other

securities of the Company; or (iii) condition or circumstance that could be reasonably likely to give rise to or provide a basis for

the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or

other securities of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other

similar rights with respect to the Company. Section 2.6(d) of the Company Disclosure Schedule sets forth the following information

with respect to each Company SAFE outstanding as of the date of this Agreement: (i) the name of the Company SAFE Holder; (ii) the date

of issuance of such Company SAFE; (iii) the discount rate (if any) applicable to such Company SAFE; and (iv) the number of shares of

Company Common Stock to be issued upon conversion of such Company SAFE pursuant to the applicable Company SAFE Amendment. The Company

has made available to Parent true and complete executed copies of each Company SAFE and each Company SAFE Amendment.

(e)

All outstanding shares of Company Common Stock, Company Options, Company SAFEs and other securities of the Company have been issued and

granted in material compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable

securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts. Each Company SAFE was duly authorized

and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject

to the Enforceability Exceptions. No Company SAFE has been modified, amended, supplemented or waived (other than by the applicable Company

SAFE Amendment), and there are no side letters, understandings or other agreements (whether written or oral) between the Company and

any Company SAFE Holder relating to any Company SAFE other than the Company SAFE and the applicable Company SAFE Amendment.

(f)

All distributions, dividends, repurchases and redemptions of the Company Common Stock or other equity interests of the Company were undertaken

in material compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable securities

Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

(g)

Each holder of Company SAFEs has validly executed and delivered a Company SAFE Amendment. Each Company SAFE Amendment has been duly authorized

by the Company and constitutes a valid and binding obligation of the Company and the applicable Company SAFE Holder, enforceable against

such parties in accordance with its terms, subject to the Enforceability Exceptions. No Company SAFE Holder has asserted any written

claim, objection or dispute with respect to any Company SAFE Amendment or the conversion contemplated thereby. The conversion of the

Company SAFEs pursuant to the Company SAFE Amendments will not trigger any anti-dilution, price adjustment, or other similar provision

under any Company SAFE or any other agreement to which the Company is a party. The number of shares of Company Common Stock issuable

to Company SAFE Holders in connection with the conversion of the Company SAFEs is set forth in the applicable Company SAFE Amendment,

and no additional consideration (whether in cash, securities, or otherwise) is owed or payable by the Company or Parent to any Company

SAFE Holder on account of such conversion as a result of the Contemplated Transactions. Each holder of Company SAFEs has no entitlement

to shares of Company Common Stock on account of the conversion of their Company SAFE in accordance with the terms of the Company SAFE

Amendment, other than as contemplated by the applicable Company SAFE Amendment.

2.7

Financial Statements.

(a)

Concurrently with the execution hereof, the Company has provided to Parent true and complete copies of the consolidated Company Unaudited

Balance Sheet and the Company’s unaudited statement of operations and cash flows for the year ended December 31, 2025 and the consolidated

unaudited balance sheet of the Company as of March 31, 2026 and the Company’s unaudited statement of operations and cash flows

for the three-month period ending March 31, 2026 (collectively, the “Company Financials”). The Company Financials

were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements and except that the unaudited

financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which is material)

and fairly present, in all material respects, the financial position and operating results of the Company as of the dates and for the

periods indicated therein.

(b)

The Company maintains accurate books and records reflecting its assets and liabilities and maintains a system of internal accounting

controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or

specific authorizations; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company

in accordance with GAAP and to maintain accountability of the Company’s assets; (iii) access to the Company’s assets is permitted

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

assets is compared with the existing assets at regular intervals and appropriate action is taken with respect to any differences; and

(v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented which

are designed to effect the collection thereof on a current and timely basis.

(c)

Neither the Company nor the Company Subsidiary has entered into any securitization transactions or “off-balance sheet arrangements”

(as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Company or the Company Subsidiary since April 8,

2024.

(d)

Since April 8, 2024, there have been no formal investigations regarding financial reporting or accounting policies and practices discussed

with, reviewed by or initiated at the direction of the chief executive officer or the chief financial officer of the Company, the Company

Board or any committee thereof. Since April 8, 2024, neither the Company nor the Company Subsidiary has identified (i) any significant

deficiency or material weakness in the design or operation of the system of internal accounting controls utilized by the Company or the

Company Subsidiary, (ii) any fraud, whether or not material, that involves the Company or the Company Subsidiary, the Company’s

or the Company Subsidiary’s management or other employees who have a role in the preparation of financial statements or the internal

accounting controls utilized by the Company or the Company Subsidiary or (iii) any claim or allegation regarding any of the foregoing.

2.8

Absence of Changes. Except as set forth in Section 2.8 of the Company Disclosure Schedule, since the date of the

Company Unaudited Balance Sheet through the date of this Agreement, each of the Company and the Company Subsidiary has conducted its

business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the discussions, negotiations

and transactions related thereto) and there has not been any (x) Company Material Adverse Effect and (y) the Company has not done any

of the following:

(a)

declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock; or repurchased,

redeemed or otherwise reacquired any shares of its capital stock or other securities;

(b)

sold, issued, granted, pledged, disposed of or otherwise encumbered (other than encumbrances pursuant to applicable securities Laws)

or authorized any encumbrance (other than encumbrances pursuant to applicable securities Laws) with respect to: (A) any capital stock

or other security of the Company (except for Company Common Stock issued upon the valid exercise of outstanding Company Options); (B)

any option, warrant or right to acquire any capital stock or any other security, other than option grants to employees and consultants

in the Ordinary Course of Business; or (C) any instrument convertible into or exchangeable for any capital stock or other security of

the Company;

(c)

except as required to give effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected

or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock

split, reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(d)

formed any Subsidiary or acquired any equity interest or other interest in any other Entity or entered into a joint venture with any

other Entity (in each case, except for the Company Subsidiary);

(e)

(A) adopted, terminated, established or entered into any Company Benefit Plan (or any plan, arrangement, agreement, program or policy

that would be a Company Benefit Plan if it were in existence as of the date of this Agreement), other than as required by applicable

Law; (B) caused or permitted any Company Benefit Plan to be amended in any material respect, other than as required by applicable Law;

(C) paid any bonus or distributed any profit-sharing account balances or similar payment to, or increased the amount of the wages, salary,

commissions, benefits or other compensation or remuneration payable to, any Company Associate or other Person; (D) paid, increased, amended,

or granted or entered into any agreement or arrangement providing for any severance, change-of-control, retention or other compensatory

benefits to any Company Associate or other Person; (E) accelerated the vesting, payment or funding of any compensation or benefits under

any Company Benefit Plan; (F) paid any benefit not required by any Company Benefit Plan; (G) hired, engaged, terminated, or given notice

of termination (other than for cause) to any officer, employee, advisor, contractor, or consultant; or (H) made any loans or entered

into any commitments to make any loans to any officer, employee, advisor, contractor or consultant of the Company;

(f)

entered into any collective bargaining agreement or other Contract with any labor union or other labor organization;

(g)

entered into any material transaction outside of the Ordinary Course of Business other than in connection with the Contemplated Transactions;

(h)

acquired any material asset or sold, leased or otherwise irrevocably disposed of any of its assets or properties (other than the disposal

of obsolete assets), or granted any Encumbrance (other than Permitted Encumbrances) with respect to such assets or properties;

(i)

sold, assigned, transferred, licensed, sublicensed or otherwise disposed of any material Company IP (other than pursuant to non-exclusive

licenses in the Ordinary Course of Business);

(j)

made, changed or revoked any material Tax election (other than elections made in the Ordinary Course of Business), failed to pay any

income or other material Tax as such Tax becomes due and payable, filed any amendment making any material change to any Tax Return, settled

or compromised any income or other material Tax liability, entered into any Tax allocation, sharing, indemnification or other similar

agreement or arrangement (including any “closing agreement” described in Section 7121 of the Code (or any similar Law) with

any Governmental Body, but excluding customary commercial Contracts entered into in the Ordinary Course of Business the principal subject

matter of which is not Taxes), requested or consented to any extension or waiver of any limitation period with respect to any claim or

assessment for any income or other material Taxes (other than pursuant to an extension of time to file any Tax Return granted in the

Ordinary Course of Business of not more than six months), or adopted or changed any material accounting method in respect of Taxes (other

than accounting methods adopted in the Ordinary Course of Business);

(k)

made any expenditures, incurred any Liabilities or discharged or satisfied any Liabilities, in each case, in amounts that exceed $100,000;

(l)

other than as required by Law or GAAP, taken any action to change accounting policies or procedures;

(m)

initiated or settled any Legal Proceeding; or

(n)

agreed, resolved or committed to do any of the foregoing.

2.9

Absence of Undisclosed Liabilities. As of the date hereof,

neither the Company nor the Company Subsidiary has any liability, indebtedness, obligation or expense of any kind, whether accrued, absolute,

contingent, matured or unmatured (whether or not required to be reflected in the financial statements in accordance with GAAP) (each

a “Liability”), individually or in the aggregate, of a type required to be recorded or reflected on a balance

sheet or disclosed in the footnotes thereto under GAAP, except for: (a) Liabilities disclosed, reflected or reserved against in the Company

Unaudited Balance Sheet; (b) Liabilities that have been incurred by the Company since the date of the Company Unaudited Balance Sheet

in the Ordinary Course of Business; (c) Liabilities for performance of obligations under Contracts in the Ordinary Course of Business

(other than those resulting from a breach of such Company Contracts); (d) Liabilities incurred in connection with the Contemplated Transactions;

(e) Liabilities which would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company

Subsidiary, taken as a whole; and (f) Liabilities described in Section 2.9 of the Company Disclosure Schedule.

2.10

Title to Assets. The Company and the Company Subsidiary

owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties

or tangible assets and equipment used or held for use in its business or operations or purported to be owned by it that are material

to the Company, the Company Subsidiary or each of its business, including: (a) all material tangible assets reflected on the Company

Unaudited Balance Sheet; and (b) all other material tangible assets reflected in the books and records of the Company or Company Subsidiary

as being owned by the Company or Company Subsidiary, as applicable. All of such material tangible assets are owned or, in the case of

leased assets, leased by the Company or Company Subsidiary, as applicable, free and clear of any Encumbrances, other than Permitted Encumbrances.

2.11

Real Property; Leasehold.

Neither the Company nor the Company Subsidiary owns, nor has ever owned, any real property. The Company has made available to Parent

(a) an accurate and complete list of all real properties with respect to which the Company or Company Subsidiary directly or indirectly

holds a valid leasehold interest as well as any other real estate that is in the possession of, or occupied or leased by, the Company

or the Company Subsidiary and (b) copies of all leases under which any such real property is possessed, occupied or leased (the “Company

Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder by the Company

or the Company Subsidiary, or to the Knowledge of the Company, any other party thereto. The Company’s and the Company Subsidiary’s,

as applicable, possession, occupancy, lease, use and/or operation of each such leased property conforms to the terms of the Company Real

Estate Lease in all material respects, and the Company or the Company Subsidiary, as applicable, has exclusive possession of each such

leased property and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased property

or leasehold interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than

Permitted Encumbrances. Neither the Company nor the Company Subsidiary has received any written notice from its landlords or any Governmental

Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency

with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

2.12

Intellectual Property; Privacy.

(a)

Section 2.12(a) of the Company Disclosure Schedules identifies each item of Registered IP owned in whole or in part by the Company

or the Company Subsidiary, including, with respect to each application and registration: (i) the name of the applicant or registrant

and any other co-owner, (ii) the jurisdiction of application or registration, and (iii) the application or registration number. To the

Knowledge of the Company, each of the patents and patent applications included in Section 2.12(a) of the Company Disclosure Schedules

properly identifies by name each and every inventor of the inventions claimed therein as determined in accordance with applicable Laws

of the United States to the extent presently known. As of the date of this Agreement, no cancellation, interference, opposition, reissue,

reexamination or other proceeding of any nature (other than office actions or similar communications issued by any Governmental Body

in the ordinary course of prosecution of any pending applications for registration) is pending or, to the Knowledge of the Company, threatened

in writing, in which the scope, validity, enforceability or ownership of any Company IP is being or has been contested or challenged.

To the Knowledge of the Company, each item of Company IP is valid, enforceable and subsisting. Except as set forth in Section 2.12(a)

of the Company Disclosure Schedules, there are no actions, outside of the normal course of prosecution, that must be taken within ninety

(90) days of the Closing, the failure of which will result in the abandonment, lapse or cancellation of any material Registered IP owned

in whole or in part by the Company or the Company Subsidiary.

(b)

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

the Company and the Company Subsidiary, as applicable, exclusively own, is the sole assignee of, or has exclusively licensed all material

Company IP (other than as disclosed in Section 2.12(b) of the Company Disclosure Schedule), free and clear of all Encumbrances

other than Permitted Encumbrances. To the Knowledge of the Company, the Company IP and all other Intellectual Property Rights licensed

to the Company or the Company Subsidiary, as applicable, constitute all Intellectual Property Rights used in, material to, or otherwise

necessary for the operation of the Company’s or the Company Subsidiary’s, as applicable, business as currently conducted.

To the Knowledge of the Company, all Intellectual Property Rights licensed to the Company or the Company Subsidiary, as applicable, are

licensed pursuant to a valid, enforceable written agreement. Each Company Associate involved in the creation or development of any material

Company IP, pursuant to such Company Associate’s activities on behalf of the Company or the Company Subsidiary, as applicable,

has signed a valid and enforceable written agreement containing an assignment of such Company Associate’s rights in such Company

IP to the Company or the Company Subsidiary, as applicable. Each Company Associate who has or has had access to the Company’s or

the Company Subsidiary’s, as applicable, trade secrets or confidential information has signed a valid and enforceable written agreement

containing confidentiality provisions protecting the Company IP, trade secrets and confidential information. Each of the Company and

the Company Subsidiary, as applicable, have taken commercially reasonable steps to protect and preserve the confidentiality of its trade

secrets and confidential information.

(c)

To the Knowledge of the Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute

or other educational institution has been used to create or develop any Company IP owned or purported to be owned by the Company or the

Company Subsidiary, as applicable, except for (i) as where indicated on the face of the patents listed in Section 2.12(a) of the

Company Disclosure Schedules or (ii) as set forth in Section 2.12(c) of the Company Disclosure Schedules, and in each case except

for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution obtaining or having

the right to obtain ownership rights or a license to such Company IP or the right to receive royalties for the practice of such Company

IP.

(d)

Section 2.12(d) of the Company Disclosure Schedules sets forth each license agreement pursuant to which the Company or the Company

Subsidiary, as applicable, (i) is granted an exclusive license under any Intellectual Property Right owned by any third party or is granted

a license to any material Intellectual Property Right owned by any third party that is used by the Company or the Company Subsidiary,

as applicable, in its business as currently conducted (each a “Company In-bound License”) or (ii) grants to

any third party a license under any material Company IP (each a “Company Out-bound License”) (provided,

that, Company In-bound Licenses shall not include Company Standard Inbound Contracts; and Company Out-bound Licenses shall not include

Company Standard Outbound Contracts). To the Knowledge of the Company, all Company In-bound Licenses and Company Out-bound Licenses are

in full force and effect and are valid, enforceable and binding obligations of the Company and each other party to such Company In-bound

Licenses or Company Out-bound Licenses. Neither the Company, the Company Subsidiary, as applicable, nor, to the Knowledge of the Company,

any other party to such Company In-bound Licenses or Company Out-bound Licenses, is in material breach under any Company In-bound Licenses

or Company Out-bound Licenses. Except as set forth in Section 2.12(d) of the Company Disclosure Schedule, none of the terms or

conditions of any Company In-Bound License or any Company Out-Bound License obligates the Company or the Company Subsidiary, as applicable,

or any of their Affiliates to maintain, develop or prosecute any Intellectual Property Rights should the Company or the Company Subsidiary,

as applicable, choose to terminate such Intellectual Property Rights.

(e)

To the Knowledge of the Company: (i) the operation of the business of the Company or the Company Subsidiary, as applicable, as currently

conducted, does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other Person and (ii) no other

Person is infringing, misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the Knowledge of

the Company, is threatened in writing) (A) against the Company or the Company Subsidiary, as applicable, alleging that the operation

of the business of the Company or the Company Subsidiary, as applicable, infringes or constitutes the misappropriation or other violation

of any Intellectual Property Rights of another Person or (B) by the Company or the Company Subsidiary, as applicable, alleging that another

Person has infringed, misappropriated or otherwise violated any of the Company IP. Since April 8, 2024, neither the Company nor the Company

Subsidiary, as applicable, has received any written notice or other written communication alleging that the operation of the business

of the Company or the Company Subsidiary, as applicable, infringes or constitutes the misappropriation or other violation of any Intellectual

Property Right of another Person.

(f)

None of the Company IP owned or purported to be owned by the Company or the Company Subsidiary, as applicable, or to the Knowledge of

the Company, none of the Company IP exclusively licensed to the Company or the Company Subsidiary, as applicable, is subject to any pending

or outstanding injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use,

transfer, registration or licensing by the Company or the Company Subsidiary, as applicable, of any such Company IP.

(g)

Each of the Company and the Company Subsidiary, as applicable, and the operation of the Company’s and the Company Subsidiary’s

businesses are, and at all times since April 8, 2024, have been, in material compliance with all applicable Privacy and Data Processing

Requirements. Except as would not reasonably be expected to result in liability material to the Company or the Company Subsidiary, as

applicable, the Company and the Company Subsidiary, as applicable, have at all applicable times provided all notices, and obtained and

maintained all rights, consents, and authorizations, to Process Company Data as Processed by or for the Company or the Company Subsidiary,

as applicable. Since April 8, 2024, except as would not reasonably be anticipated to result in liability material to the Company or the

Company Subsidiary, as applicable, there has been (i) no loss or theft of, malfunction of, or security breach relating to, Company Data

or the Company’s or the Company Subsidiary’s information technology systems, (ii) no violation of any written privacy or

security policy of the Company or the Company Subsidiary, as applicable, regarding any such Company Data, and (iii) no unauthorized access

to, or unauthorized, unintended, or improper use, disclosure, or other such Processing of any Company Data. Since April 8, 2024, the

Company and the Company Subsidiary, as applicable, has maintained commercially reasonable measures and maintained commercially reasonable

disaster recovery and security plans and procedures to protect the information technology systems used in, material to or necessary for

operation of the Company’s and the Company Subsidiary’s, as applicable, business and Company Data.

2.13

Agreements, Contracts and Commitments.

(a)

Section 2.13(a) of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date of this Agreement

other than Company Excepted Contracts (each, a “Company Material Contract” and collectively, the “Company

Material Contracts”):

(i)

each Company Contract the primary purpose of which is relating to any agreement of indemnification or guaranty not entered into in the

Ordinary Course of Business;

(ii)

each Company Contract containing (A) any covenant limiting in any material respect the freedom of the Company or the Company Subsidiary,

as applicable, to compete with any Person, (B) any most-favored nation or other preferred pricing arrangement in favor of a Person other

than the Company or the Company Subsidiary or any similar term by which any Person is or could become entitled to any benefit, right

or privilege that must be at least as favorable to such Person as those offered to any other Person, (C) any exclusivity provision, option

to receive a license, right of first refusal or right of first negotiation or similar covenant in favor of a Person other than the Company

or the Company Subsidiary, as applicable or (D) any non-solicitation provision, which, for the avoidance of doubt, shall not include

any Company Contract that is (1) a confidentiality, non-disclosure or similar agreement, (2) a license agreement, or (3) a services,

consulting or similar agreement, in each case, entered into in the Ordinary Course of Business;

(iii)

each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000

pursuant to its express terms and not cancelable without penalty;

(iv)

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

except as contemplated hereby;

(v)

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

or instruments relating to the borrowing of money or extension of credit or creating any material Encumbrances with respect to any assets

of the Company or the Company Subsidiary, as applicable, or any loans or debt obligations with officers or directors of the Company or

the Company Subsidiary, as applicable;

(vi)

each Company Contract requiring payment by or to the Company or the Company Subsidiary, as applicable, after the date of this Agreement

in excess of $100,000 in the aggregate in the current calendar year or any future calendar year pursuant to its express terms relating

to: (A) any distribution agreement; (B) any agreement involving provision of services or products with respect to any pre-clinical or

clinical development activities of the Company or the Company Subsidiary, as applicable; (C) any dealer, distributor, joint marketing,

alliance, joint venture, cooperation, development or other agreement currently in force under which the Company or the Company Subsidiary,

as applicable, has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which

the Company or the Company Subsidiary, as applicable, has continuing obligations to develop any Intellectual Property Rights that will

not be owned, in whole or in part, by the Company or the Company Subsidiary, as applicable; or (D) any Contract with any third party

providing any services relating to the manufacture or production of any product, service or technology of the Company or the Company

Subsidiary, as applicable, or any Contract to sell, distribute or commercialize any products or service of the Company or the Company

Subsidiary, as applicable;

(vii)

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

services to the Company in connection with the Contemplated Transactions and entitled to payment by the Company as a result of the Contemplated

Transactions;

(viii)

each Company Real Estate Lease;

(ix)

each Company Contract with any Governmental Body;

(x)

each Company Out-bound License and Company In-bound License, and each Company Contract containing a covenant not to sue or otherwise

enforce any Intellectual Property Rights;

(xi)

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

or the Company Subsidiary, as applicable;

(xii)

each Company Contract, offer letter, employment agreement, or independent contractor agreement with any current Company Associate or

other natural person service provider (A) providing for annual base compensation in excess of $150,000, or (B) that is not immediately

terminable at will by the Company without notice, severance or other cost or payment;

(xiii)

each Company Contract that (A) provides for retention payments, change of control payments, transaction bonuses, severance, accelerated

vesting, or any similar payment or benefit that may or will become due as a result of the Merger or the consummation of the Contemplated

Transactions, or (B) is a bonus, equity, severance, retention, pension, profit sharing, deferred compensation or other similar plan,

program or arrangement providing compensation or benefits to any current or former employee, officer, director, independent contractor

or consultant of the Company or any of its Subsidiaries;

(xiv)

each Company Contract providing any option to receive a license or other right, any right of first negotiation, any right of first refusal

or any similar right to any Person related to any material Company IP or material Intellectual Property Right licensed to the Company

or the Company Subsidiary, as applicable, under a Company In-bound License;

(xv)

each Company Contract entered into in settlement of any Legal Proceeding or other dispute; and

(xvi)

any other Company Contract that is not terminable at will (with no penalty or payment or requirement for prior notice, except as required

by applicable law) by the Company or the Company Subsidiary, as applicable, and which involves payment or receipt by the Company or the

Company Subsidiary, as applicable, after the date of this Agreement under any such agreement, Contract or commitment of more than $100,000

in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate, excluding Company Contracts

with Company Associates.

(b)

The Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments

thereto. Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, there are no Company Material Contracts that

are not in written form. Neither the Company nor the Company Subsidiary, as applicable, nor, to the Knowledge of the Company, as of the

date of this Agreement any other party to a Company Material Contract, has breached, violated or defaulted under, or received notice

that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would

permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages which

would reasonably be expected to be material to the Company or its business or the Company Subsidiary or its business, as applicable.

As to the Company and the Company Subsidiary, as applicable, as of the date of this Agreement, each Company Material Contract is valid,

binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person has provided written notice to

the Company or the Company Subsidiary, as applicable, to renegotiate, or change, any material amount paid or payable to the Company or

the Company Subsidiary, as applicable, under any Company Material Contract or any other material term or provision of any Company Material

Contract.

2.14

Compliance; Permits; Restrictions.

(a)

Each of the Company and the Company Subsidiary, as applicable, is, and since April 8, 2024, has been, in compliance in all material respects

with all applicable Laws, including the Federal Food, Drug and Cosmetic Act and regulations issued thereunder by the United States Food

and Drug Administration (“FDA” and collectively, the “FDCA”), the Public Health Service

Act and its implementing regulations (“PHSA”) and any other similar Law administered or promulgated by the

FDA or other comparable Governmental Body responsible for regulation of the research, development, pre-clinical and clinical testing,

manufacturing, storage, supply, approval, sale, marketing, distribution and importation or exportation of drug and biological products

(each, a “Drug Regulatory Agency”), except for any noncompliance, either individually or in the aggregate,

which would not be material to the Company and the Company Subsidiary, taken as a whole.

(b)

Neither the Company nor the Company Subsidiary has received notice of any investigation, claim, suit, proceeding, audit or other action

by any Governmental Body nor, to the Knowledge of the Company, no such proceeding is or has been threatened against the Company or the

Company Subsidiary, as applicable. There is no agreement, judgment, injunction, order or decree binding upon the Company or the Company

Subsidiary, as applicable, which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any

business practice of the Company or the Company Subsidiary, as applicable, any acquisition of material property by the Company or the

Company Subsidiary, as applicable, or the conduct of business by the Company or the Company Subsidiary, as applicable, as currently conducted,

(ii) is reasonably likely to have an adverse effect on the Company’s or the Company Subsidiary’s, as applicable, ability

to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing,

delaying, making illegal or otherwise interfering with the Contemplated Transactions.

(c)

The Company and the Company Subsidiary, as applicable, holds all required Governmental Authorizations which are material to the operation

of the business of the Company and the Company Subsidiary, as applicable, as currently conducted (the “Company Permits”).

Section 2.14(c) of the Company Disclosure Schedule identifies each Company Permit. Each such Company Permit is valid and in full

force and effect, and the Company and the Company Subsidiary, as applicable, is in material compliance with the terms of the Company

Permits. No Legal Proceeding is pending or, to the Knowledge of the Company, threatened, which seeks to revoke, limit, suspend, or materially

modify any Company Permit. The rights and benefits of each Company Permit will be available to the Surviving Entity, as applicable, immediately

after the Second Effective Time on terms substantially identical to those enjoyed by the Company or the Company Subsidiary, as applicable,

as of the date of this Agreement and immediately prior to the First Effective Time.

(d)

There are no proceedings pending or, to the Knowledge of the Company, threatened in writing against the Company or the Company Subsidiary,

as applicable, with respect to an alleged material violation by the Company or the Company Subsidiary, as applicable, of the FDCA, PHSA

or any other similar Law administered or promulgated by any Drug Regulatory Agency. Neither the Company nor the Company Subsidiary, as

applicable, nor any of their respective officers and employees has been or is subject to any enforcement proceedings by the FDA or other

Governmental Body and, to the Knowledge of the Company, no such proceedings have been threatened. There has not been and is not now any

Form FDA-483 observation, civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, demand letter,

warning letter, untitled letter, notice of violation, seizure, injunction, or proceeding pending or in effect against the Company or

the Company Subsidiary, as applicable, or any of their respective officers and employees, and neither the Company nor the Company Subsidiary,

as applicable, has any liability for failure to comply with the FDCA, PHSA, or other similar Laws. To the Knowledge of the Company, there

is no act, omission, event, fact or circumstance that would reasonably be expected to give rise to or form the basis for any civil, criminal

or administrative action, suit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, untitled letter, notice

of violation, seizure, injunction, Form FDA 483, proceeding or request for information or any liability (whether actual or contingent)

for failure to comply with the FDCA, PHSA or other similar Laws.

(e)

The Company and the Company Subsidiary, as applicable, have complied in all material respects with the ICH E9 Guidance for Industry:

Statistical Principles for Clinical Trials in the management of the clinical data.

(f)

All clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company, or the Company Subsidiary,

as applicable, or in which the Company or the Company Subsidiary, as applicable, or its current products or product candidates have participated,

were and, if still pending, are being conducted in all material respects in accordance with standard medical and scientific research

procedures and in compliance in all material respects with the applicable regulations of any applicable Drug Regulatory Agency and other

applicable Law, including the Good Clinical Practice (“GCP”) regulations under 21 C.F.R. Parts 50, 54, 56 and

312 and Good Laboratory Practice (“GLP”) regulations under 21 C.F.R. Part 58. No preclinical study or clinical

trial conducted by or on behalf of the Company or the Company Subsidiary, as applicable, has been terminated or suspended prior to completion

for safety or noncompliance reasons. Since April 8, 2024, the Company and the Company Subsidiary, as applicable, have not received any

notices, correspondence, or other communications from any Drug Regulatory Agency, institutional review board or ethics committee requiring,

or to the Knowledge of the Company, threatening to initiate, the termination or suspension of any clinical studies conducted by or on

behalf of, or sponsored by, the Company or the Company Subsidiary, as applicable, or in which the Company or the Company Subsidiary,

as applicable, or its current products or product candidates have participated. To the Knowledge of the Company, no information, condition

or circumstance exists that could reasonably be expected to adversely affect the acceptance, or the subsequent approval, of any filing,

application or request for approval by a Drug Regulatory Agency. To the extent required, all clinical trials conducted by or on behalf

of the Company or the Company Subsidiary, as applicable, have been registered on, and trial results have been reported on, the United

States National Institutes of Health Website, www.clinicaltrials.gov, in accordance with 42 U.S.C. § 282(j), and are listed in accordance

with any applicable additional state and local law requirements.

(g)

Neither the Company nor the Company Subsidiary, as applicable, is the subject of any pending or, to the Knowledge of the Company, threatened

investigation in respect of its business or products or product candidates pursuant to the FDA’s “Fraud, Untrue Statements

of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments

thereto. To the Knowledge of the Company, neither the Company nor the Company Subsidiary, as applicable, has committed any acts, made

any statement, or failed to make any statement, in each case in respect of its business or products that would violate the FDA’s

“Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto.

(h)

None of the Company, the Company Subsidiary, as applicable, or any of their respective officers, directors, employees or, to the Knowledge

of the Company, agents has been, is, or is in anticipation of being (based on a conviction by the courts or a finding of fault by a regulatory

authority): (a) debarred pursuant to Sections 306(a) or (b) of the FDCA (21 U.S.C. § 335a), as amended from time to time; (b) disqualified

from participating in clinical trials pursuant to 21 C.F.R. § 312.70, as amended from time to time; (c) disqualified as a testing

facility under 21 C.F.R. Part 58, Subpart K, as amended from time to time; (d) excluded, debarred or suspended from or otherwise ineligible

to participate in a “Federal Health Care Program” as that term is defined in 42 U.S.C. § 1320a-7b(f), including under

42 U.S.C. § 1320a-7 or relevant regulations in 42 C.F.R. Part 1001; (e) assessed or threatened with assessment of civil money penalties

pursuant to 42 C.F.R. Part 1003; or (f) included on the HHS/OIG List of Excluded Individuals/Entities, the General Services Administration’s

System for Award Management, or the FDA Debarment List or the FDA Disqualified/Restricted List. Neither the Company, the Company Subsidiary,

as applicable, nor any of their respective officers, directors, employees or, to the Knowledge of the Company, agents has (a) been convicted

of any crime, or (b) engaged in any activities, which are prohibited, or are cause for civil penalties, or grounds for mandatory or permissive

exclusion, debarment, or suspension pursuant to any of these authorities. Each of the Company and the Company Subsidiary, as applicable,

is not using, and has never used, in any capacity any Person that has ever been, or to the Knowledge of Company, is the subject of a

proceeding that could lead to the Persons becoming debarred, excluded, disqualified, restricted or suspended pursuant to any of these

authorities.

(i)

The Company’s and the Company Subsidiary’s, as applicable, product candidates are and have been formulated, manufactured

processed, produced, stored, tested, and packed in compliance in all material respects with all applicable provisions of the FDCA, and,

if applicable, the current Good Manufacturing Practice regulations set forth at 21 C.F.R. Parts 210 and 211 and all relevant FDA and

other Drug Regulatory Agency Laws and guidance related thereto.

(j)

Each of the Company and the Company Subsidiary, as applicable, has complied in all material respects with all Laws relating to patient,

medical or individual health information, including the Health Insurance Portability and Accountability Act of 1996 and its implementing

regulations promulgated thereunder, all as amended from time to time (collectively “HIPAA”), including the

standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards

for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart

C, the standards for transactions and code sets used in electronic transactions at 45 C.F.R. Part 160, Subpart A and Part 162, and the

standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, all as amended from time

to time. Neither the Company nor the Company Subsidiary is a Business Associate or a Covered Entity (as each of such terms are defined

in HIPAA). The Company, if required under HIPAA, has created and maintained, written policies and procedures to protect the privacy of

all Protected Health Information, has provided training to all employees and agents as required under HIPAA, and has implemented security

procedures, including physical, technical and administrative safeguards, to protect all personal information and Protected Health Information

stored or transmitted in electronic form. The Company and the Company Subsidiary, as applicable, have not received written notice from

the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Body of any allegation regarding

its failure to comply with HIPAA or any other federal or state law or regulation applicable to the protection of individually identifiable

health information or personally identifiable information. No successful Security Incident, Breach of Unsecured Protected Health Information,

unpermitted disclosure of Personal Health Information or breach of personally identifiable information under applicable Laws has occurred

with respect to information maintained or transmitted to the Company or the Company Subsidiary, as applicable, or an agent or third party

subject to a Business Associate Agreement with the Company. The Company and the Company Subsidiary, as applicable, is currently not submitting,

receiving and handling or is capable of submitting, receiving and handling transactions in accordance with the Transactions and Code

Sets Rule. All capitalized terms in this Section 2.14(j) not otherwise defined in this Agreement shall have the meanings set forth

under HIPAA.

2.15

Legal Proceedings; Orders.

(a)

As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened

in writing to commence any Legal Proceeding: (i) that involves (A) the Company, (B) the Company Subsidiary, (C) any Company Associate

(in his or her capacity as such) or (D) any of the material assets owned or used by the Company or the Company Subsidiary, as applicable;

or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated

Transactions.

(b)

Except as set forth in Section 2.15(b) of the Company Disclosure Schedule, since April 8, 2024, through the date of this Agreement,

no Legal Proceeding has been pending against the Company or the Company Subsidiary, as applicable, that resulted in material liability

to the Company or the Company Subsidiary, taken as a whole.

(c)

There is no order, writ, injunction, judgment or decree to which the Company or the Company Subsidiary, as applicable, or any of the

material assets owned or used by the Company or the Company Subsidiary, as applicable, is subject. To the Knowledge of the Company, no

officer or employees of the Company or the Company Subsidiary, as applicable, is subject to any order, writ, injunction, judgment or

decree that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business

of the Company or the Company Subsidiary, as applicable, or to any material assets owned or used by the Company or the Company Subsidiary.

2.16

Tax Matters.

(a)

The Company and the Company Subsidiary have timely filed all income and other material Tax Returns that were required to be filed by

or with respect to it under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared

in material compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where

the Company or the Company Subsidiary does not file a particular Tax Return or pay a particular Tax that the Company or the Company Subsidiary

is subject to taxation by that jurisdiction.

(b)

All income and other material Taxes due and owing by or with respect to the Company or the Company Subsidiary on or before the date hereof

(whether or not shown on any Tax Return) have been fully and timely paid. The unpaid Taxes of or with respect to the Company or the Company

Subsidiary did not, as of the date of the Company Unaudited Balance Sheet, materially exceed the reserve for Tax liability (excluding

any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Company

Unaudited Balance Sheet.

(c)

All Taxes that the Company or the Company Subsidiary are or were required by Law to withhold or collect have been duly and timely withheld

or collected in all material respects on behalf of its respective employees, independent contractors, stockholders, lenders, customers

or other third parties and in all material respects have been timely paid to the proper Governmental Body or other Person or properly

set aside in accounts for this purpose.

(d)

There are no Encumbrances for material Taxes (other than Permitted Encumbrances) upon any of the assets of the Company or the Company

Subsidiary.

(e)

No deficiencies for a material amount of Taxes with respect to the Company or the Company Subsidiary have been claimed, proposed or assessed

by any Governmental Body in writing, that have not been fully resolved. There are no pending or ongoing and, to the Knowledge of the

Company, no threatened audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes

of or with respect to the Company or the Company Subsidiary. Neither the Company nor the Company Subsidiary has waived any statute of

limitations or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency (in each case,

excluding automatic extensions of time within which to file a Tax Return).

(f)

Neither the Company nor the Company Subsidiary has been a United States real property holding corporation within the meaning of Section

897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(g)

Neither the Company nor the Company Subsidiary is a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement,

or similar agreement or arrangement, other than customary commercial Contracts entered into in the Ordinary Course of Business the principal

subject matter of which is not Taxes.

(h)

Neither the Company, the Company Subsidiary, nor the Surviving Entity (in each case, attributable or with respect to the Company or the

Company Subsidiary) will be required to include any material item of income in, or exclude any material item of deduction from, taxable

income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for

Tax purposes for a Tax period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending

on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision

of state, local or foreign Law) executed at or prior to the Closing; (iv) intercompany transaction or excess loss account described in

Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) entered into or existing,

respectively, on or prior to the Closing; (v) installment sale or open transaction disposition made at or prior to the Closing; or (vi)

prepaid amount, advance payment or deferred revenue received or accrued outside the Ordinary Course of Business at or prior to the Closing.

(i)

Neither the Company nor the Company Subsidiary has ever been (i) a member of a consolidated, combined or unitary Tax group (other than

such a group the common parent of which is the Company) or (ii) a party to any joint venture, partnership, or other arrangement that

is treated as a partnership for U.S. federal income Tax purposes. Neither the Company nor the Company Subsidiary has any Liability for

any material Taxes of any Person (other than the Company or the Company Subsidiary) under Treasury Regulations Section 1.1502-6 (or any

similar provision of state, local, or foreign Law), as a transferee or successor, by Contract (other than a Contract entered into in

the Ordinary Course of Business the principal subject matter of which is not Taxes) or otherwise by operation of Law.

(j)

Since April 8, 2024, neither the Company nor the Company Subsidiary has distributed stock of another Person, or had its stock distributed

by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section

361 of the Code (or any similar provisions of state, local or foreign Law).

(k)

Neither the Company nor the Company Subsidiary has had a permanent establishment or a fixed place of business, in each case within the

meaning of an applicable Tax treaty, in a country other than the country in which it is organized.

(l)

Neither the Company nor the Company Subsidiary has participated in or been a party to a transaction that, as of the date of this Agreement,

constitutes a “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section

1.6011-4(b)(2).

(m)

The Company is treated as a C corporation for U.S. federal and state income tax purposes. Section 2.16(m) of the Company Disclosure Schedule

sets forth the entity classification of the Company Subsidiary for U.S. Federal and state income tax purposes. Neither the Company nor

the Company Subsidiary has made an election or taken any other action to change its federal and state income tax classification from

such classification.

(n)

Neither the Company nor the Company Subsidiary has taken any action (or agreed to take any action) or knows of any fact that would reasonably

be expected to prevent or impede the Merger from qualifying for the Merger Intended Tax Treatment.

2.17

Employee and Labor Matters; Benefit Plans.

(a)

Section 2.17(a) of the Company Disclosure Schedule is a list of all Company Benefit Plans (which, for the avoidance of doubt,

excludes (i) at-will employment offer letters on the Company’s standard form and (ii) individual Company Option or other compensatory

equity award agreements made pursuant to the Company’s standard forms, provided that the representative standard forms of such

agreements shall be scheduled). “Company Benefit Plan” means each (A) “employee benefit plan” (as

defined in Section 3(3) of ERISA), whether or not subject to ERISA, (B) stock option, stock purchase, other equity or equity-based, phantom

equity, pension, retirement, deferred compensation, profit-sharing, bonus, incentive, supplemental income, employment, consulting (if

with a natural person consultant or their owned entity), compensation, severance, change-of-control, retention, health, life, death,

disability, group insurance, vacation or paid time off, reimbursement, holiday, welfare, postretirement or retiree welfare, fringe benefit,

educational, employee loan, employee assistance or similar plan, program, policy, agreement, Contract, or arrangement and arrangements

not described in clause (A) (whether written or unwritten, qualified or nonqualified, funded or unfunded, subject or not subject to ERISA

and including any that have been frozen); and (C) each plan or arrangement providing compensation to employee and non-employee directors,

in each case, (i) sponsored, maintained, administered, contributed to, or required to be contributed to, by the Company, (ii) to which

the Company is a party, (iii) under which the Company has any obligation to sponsor, contribute to or provide benefits under, or (iv)

if such plan provides benefits to or otherwise covers any current or former employee, officer, director, independent contractor or other

service provider of the Company (or their spouses, dependents or beneficiaries), or with respect to which the Company has or may have

any actual or contingent Liability (including, without limitation, by reason of having a Company ERISA Affiliate), including any plan,

program, policy, practice or contract that is sponsored by a PEO under which an employee of the Company is eligible to receive benefits

in connection with the Company’s engagement of the PEO (each, a “PEO Benefit Plan”). Each Company Plan

that is not a PEO Benefit Plan is referred to herein as a “Sponsored Company Benefit Plan.” In the case of

a Company Benefit Plan funded through a trust described in Section 401(a) of the Code or an organization described in Section 501(c)(9)

of the Code, or any other funding vehicle, each reference to such Company Benefit Plan shall include a reference to such trust, organization

or other vehicle.

(b)

As applicable with respect to each Company Benefit Plan (and, in the case of any PEO Benefit Plan, to the extent made available to the

Company by the PEO), the Company has made available to Parent, true and complete copies of (i) each such Company Benefit Plan, including

all amendments thereto, and in the case of any such Company Benefit Plan that is unwritten, a written description thereof, (ii) all current

trust documents, investment management Contracts, custodial agreements, administrative services agreements and insurance and annuity

Contracts relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the most

recently filed annual reports with any Governmental Body (e.g., Form 5500 and all schedules thereto), (v) the most recent IRS

determination, opinion or advisory letter, (vi) the most recent summary annual reports, nondiscrimination testing reports, actuarial

reports, financial statements and trustee reports, and (vii) all notices and filings from the IRS or Department of Labor or other Governmental

Body concerning audits or investigations, or “prohibited transactions” within the meaning of Section 406 of ERISA or Section

4975 of the Code, or other material non-routine correspondence.

(c)

Each Sponsored Company Benefit Plan (and, to the Knowledge of the Company, each PEO Benefit Plan) has been maintained, operated and administered

in compliance in all material respects with its terms and the applicable provisions of ERISA, the Code and all other Laws.

(d)

The Sponsored Company Benefit Plans and, to the Knowledge of the Company, the PEO Benefit Plans, which are intended to meet the qualification

requirements of Section 401(a) of the Code have received determination or opinion letters from the IRS on which they may currently rely

to the effect that such plans are qualified under Section 401(a) of the Code and the related trusts are exempt from federal income Taxes

under Section 501(a) of the Code, respectively, and to the Knowledge of the Company, nothing has occurred that would reasonably be expected

to materially adversely affect the qualification of such Company Benefit Plan or the tax exempt status of the related trust.

(e)

Neither the Company nor any Company ERISA Affiliate has at any time in the last six (6) years maintained, contributed to, been required

to contribute to, or had any actual or contingent liability with respect to, (i) any “employee pension benefit plan” (within

the meaning of Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer

plan” (within the meaning of Section 3(37) of ERISA), (iii) any “multiple employer plan” (within the meaning of Section

413 of the Code) or (iv) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).

(f)

There are no pending audits or investigations by any Governmental Body involving any Sponsored Company Benefit Plan (or, to the Knowledge

of the Company, any PEO Benefit Plan), and no pending or, to the Knowledge of the Company, threatened claims (except for routine individual

claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings involving any Company Benefit

Plan, or, to the Knowledge of the Company, any fiduciary thereof or service provider thereto, in any case except as would not be reasonably

expected to result in material liability to the Company. All contributions and premium payments required to have been made under any

of the Sponsored Company Benefit Plans or by applicable Law (without regard to any waivers granted under Section 412 of the Code), have

been timely made in all material respects and the Company has no material liability for any unpaid contributions with respect to any

Company Benefit Plan. Neither the Company nor any Sponsored Company Benefit Plan (or, to the Knowledge of the Company, any PEO Benefit

Plan) has any material liability for, nor is reasonably expected to have any material liability for, any excise tax or penalty under

ERISA or the Code.

(g)

None of the Company, any Company ERISA Affiliate or, to the Knowledge of the Company, any fiduciary, trustee or administrator of any

Sponsored Company Benefit Plan, has engaged in, or in connection with the Contemplated Transactions will engage in, any transaction with

respect to any such Sponsored Company Benefit Plan which would subject any such Sponsored Company Benefit Plan, the Company, or Parent

to a material Tax, material penalty or material liability for a “prohibited transaction” under Section 406 of ERISA or Section

4975 of the Code.

(h)

No Sponsored Company Benefit Plan provides death, medical, dental, vision, life insurance, disability or other welfare benefits beyond

termination of service or retirement other than coverage mandated by Law and, to the Knowledge of the Company, the Company has not made

a written representation promising the same. The Company has complied in all material respects with the applicable provisions of the

Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended.

(i)

Each Sponsored Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A

of the Code to which the Company is a party has been administered and operated in documentary and operational compliance with the provisions

of Section 409A of the Code and the Treasury Regulations thereunder, and no additional tax under Section 409A(a)(1)(B) of the Code has

been or could reasonably be expected to be incurred by a participant in any such Sponsored Company Benefit Plan.

(j)

Except as set forth in Section 2.17(j) of the Company Disclosure Schedule, neither the execution of this Agreement, nor the performance

of the Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation,

a termination of employment), will: (i) result in any payment becoming due to any current or former employee, director, officer, or independent

contractor of the Company, (ii) increase any amount of compensation or benefits otherwise payable under any Company Benefit Plan, (iii)

result in the acceleration of the time of payment, funding or vesting of any benefits under any Company Benefit Plan, (iv) require any

contribution or payment to fund any obligation under any Company Benefit Plan or (v) limit the right to merge, amend or terminate any

Company Benefit Plan.

(k)

Except as set forth in Section 2.17(k) of the Company Disclosure Schedule, neither the execution of this Agreement, nor the consummation

of the Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation,

a termination of employment) will result in the receipt or retention by any person who is a “disqualified individual” (within

the meaning of Section 280G of the Code) with respect to the Company of any payment or benefit that is or could be characterized as a

“parachute payment” (within the meaning of Section 280G of the Code).

(l)

No current or former employee, officer, director or independent contractor of the Company has any “gross up” agreements with

the Company or other assurance of reimbursement by the Company for any Taxes imposed under Section 409A of the Code or Section 4999 of

the Code.

(m)

The Company does not maintain any Company Benefit Plan for the benefit of any service providers located outside of the United States.

(n)

The Company has provided to Parent a true and correct list, as of the date of this Agreement, containing the names of all current Company

Associates (including any individuals to whom an offer has been extended, but have not yet commenced employment or service) of the Company

and the Company Subsidiary, and, as applicable: (i) base salary or hourly rate, consulting fee, contractor rate, or other terms of compensation;

(ii) target amount of any bonus, commission, or incentive compensation, and a listing of any as yet unpaid amounts; (iii) hire date or

initial contract date; (iv) employing or contracting entity; (v) full-time, part-time or temporary status; (vi) title and, with respect

to independent contractors, a current written description of such person’s contracting services; (vii) visa status, if applicable;

(viii) with respect to employees, (A) a designation of whether they are classified as exempt or non-exempt for purposes of the federal

Fair Labor Standards Act and any similar state, federal or ex-U.S. law and (B) whether such an employee is on leave, and if so, the expected

return date; and (ix) a schedule of any severance, termination payment, notice pay, retention benefits, change in control payments, or

other similar compensation or benefits such person may be eligible to receive from the Company and the Company Subsidiary.

(o)

The Company is not and has not ever been a party to, bound by, or has a duty to bargain under, any collective bargaining agreement or

other Contract with a labor union or other labor organization representing any of its employees, and there is no labor union or other

labor organization representing or, to the Knowledge of the Company, purporting or seeking to represent any employees of the Company,

including through the filing of a petition for representation election. There is not and has never been, nor, to the Knowledge of the

Company, is there or has there ever been any threat of, any strike, slowdown, work stoppage, lockout, union election petition, demand

for recognition, union organizing activity, or any similar activity or dispute affecting the Company.

(p)

The Company, since April 8, 2024, has been, in material compliance with all applicable Laws respecting labor, employment, employment

practices, and terms and conditions of employment, including worker classification, contractor classification, discrimination, harassment

and retaliation, equal employment opportunities, fair employment practices, meal and rest periods, immigration, employee safety and health,

payment of wages (including overtime wages), unemployment and workers’ compensation, leaves of absence, and hours of work. Except

as would not be reasonably likely to result in a material liability to the Company, the Company has withheld and reported all amounts

required by Law to be withheld and reported with respect to wages, salaries and other payments, benefits, or compensation to its Company

Associates. There is no Legal Proceeding pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the

Company relating to any Company Associate, applicant for employment, or other labor or employment matter.

(q)

The Company has complied in all material respects with the WARN Act and no action that could trigger the WARN Act will be implemented

before the Closing Date.

2.18

Environmental Matters. Each of the Company and the Company

Subsidiary, as applicable, is and since April 8, 2024, has complied with all applicable Environmental Laws, which compliance includes

the possession by the Company and the Company Subsidiary, as applicable, of all permits and other Governmental Authorizations required

under applicable Environmental Laws and compliance with the terms and conditions thereof, except for any failure to be in such compliance

that, either individually or in the aggregate, would not reasonably be expected to be material to the Company or its business or the

Company Subsidiary or its business, as applicable. Neither the Company nor the Company Subsidiary, as applicable, has received since

April 8, 2024 (or prior to that time, which is pending and unresolved) any written notice or to the Knowledge of the Company, other communication

(in writing or otherwise), whether from a Governmental Body or other Person, that alleges that the Company or the Company Subsidiary,

as applicable, is not in compliance with or has liability pursuant to any Environmental Law and, to the Knowledge of the Company, there

are no circumstances that would reasonably be expected to prevent or interfere with the Company’s or the Company Subsidiary’s,

as applicable, compliance in any material respects with any Environmental Law, except where such failure to comply would not reasonably

be expected to be material to the Company or its business or the Company Subsidiary or its business, as applicable. No current property

leased or controlled by the Company or the Company Subsidiary, as applicable, has had a release of or exposure to Hazardous Materials

in material violation of or as would reasonably be expected to result in any material liability of the Company or the Company Subsidiary,

as applicable, pursuant to Environmental Law. No consent, approval or Governmental Authorization of or registration or filing with any

Governmental Body is required by Environmental Laws in connection with the execution and delivery of this Agreement or consummation of

the Contemplated Transactions by the Company and the Company Subsidiary, as applicable. Prior to the date hereof, the Company has provided

or otherwise made available to Parent true and correct copies of all material environmental reports, assessments, studies and audits

in the possession or control of the Company or the Company Subsidiary, as applicable, with respect to any property leased or controlled

by the Company, the Company Subsidiary or any business operated by them.

2.19

Insurance. The Company has delivered or made available

to Parent accurate and complete copies of all material insurance policies and all material self-insurance programs and arrangements relating

to the business, assets, liabilities and operations of the Company and the Company Subsidiary, as applicable. Each of such insurance

policies is in full force and effect and each of the Company and the Company Subsidiary, as applicable, is in compliance in all material

respects with the terms thereof. Other than customary end of policy notifications from insurance carriers, since April 8, 2024, neither

the Company nor the Company Subsidiary, as applicable, has received any written notice or other written communication regarding any actual

or possible: (a) cancellation or invalidation of any insurance policy; or (b) refusal or denial of any coverage, reservation of rights

or rejection of any material claim under any insurance policy. Each of the Company and the Company Subsidiary, as applicable, has provided

timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding that is currently pending against the Company

or the Company Subsidiary, as applicable, for which the Company or the Company Subsidiary, as applicable, has insurance coverage, and

no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or informed the

Company or the Company Subsidiary, as applicable, of its intent to do so.

2.20

No Financial Advisors. Except as set forth in Section

2.20 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage fee, finder’s

fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated Transactions based upon

arrangements made by or on behalf of the Company.

2.21

Transactions with Affiliates.

(a)

Section 2.21(a) of the Company Disclosure Schedule describes any material transactions or relationships, since April 8, 2024,

between, on one hand, the Company or the Company Subsidiary, and, on the other hand, any (i) officer or director of the Company or the

Company Subsidiary or, to the Knowledge of the Company, any of such officer’s or director’s immediate family members, (ii)

owner of more than 5% of the voting power of the outstanding Company Common Stock or (iii) to the Knowledge of the Company, any “related

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

than the Company or the Company Subsidiary) in the case of each of (i), (ii) or (iii) that is of the type that would be required to be

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

(b)

Section 2.21(a) of the Company Disclosure Schedule lists each stockholders’ agreement (other than stock purchase agreements,

Company SAFEs, or other instrument issuing shares of Company Common Stock to such holder), voting agreement, registration rights agreement,

co-sale agreement or other similar Contract between the Company, the Company Subsidiary and any holders of Company Common Stock, including

any such Contract granting any Person investor rights, rights of first refusal, rights of first offer, registration rights, director

designation rights or similar rights (collectively, the “Investor Agreements”).

2.22

Anti-Bribery. Since April 8, 2024, none of the Company, the Company Subsidiary, nor any of their respective directors,

officers, employees or, to the Knowledge of the Company, agents or any other Person acting on their behalf (each in their respective

capacities as such), has directly or indirectly paid, provided, offered, made, or authorized the provision of any bribes, improper rebates,

payoffs, influence payments, kickbacks, illegal payments, illegal political contributions, or other payments, or anything of value, in

the form of cash, gifts, or otherwise, or taken any other action, in violation of the Foreign Corrupt Practices Act of 1977, as amended,

the UK Bribery Act of 2010 or any other applicable anti-bribery or anti-corruption Law (collectively, the “Anti-Bribery Laws”).

None of the Company, the Company Subsidiary, or any of their respective directors, officers, employees, or, to the Knowledge of the Company,

agents or any other Person acting on their behalf (each in their respective capacities as such) has, since April 8, 2024, taken any action

in violation of Anti-Bribery Laws. The Company and the Company Subsidiary are not, nor since April 8, 2024, have they been, the subject

of any investigation, prosecution, inquiry, or enforcement action by, or made any voluntary disclosures to any Governmental Body with

respect to potential violations of Anti-Bribery Laws.

2.23

Accredited Investor. The number of stockholders of the Company who have not executed an investor questionnaire certifying

that such stockholder of the Company is an “accredited investor” pursuant to Regulation D under the Securities Act is less

than thirty-five (35) stockholders, and any such stockholder has such knowledge and experience in financial and business matters that

such stockholder is capable of evaluating the merits and risks of the Merger.

2.24

Export Control and Sanctions Compliance. Each of the Company

and the Company Subsidiary has conducted its business in compliance with U.S. export and re-export controls, sanctions, and anti-boycott

laws and regulations, including the Export Administration Act and Regulations, the Foreign Assets Control Regulations, the International

Traffic in Arms Regulations, other controls administered by the United States Department of Commerce or the United States Department

of State, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),

and all other applicable import/export controls and sanctions laws and regulations in other countries in which the Company conducts business

(collectively, “Trade Laws”). Since April 8, 2024, the Company and the Company Subsidiary have not engaged

in any direct or indirect transactions or dealings with (a) any country or territory that is, or has been, subject to a U.S. Government

embargo (including, Cuba, Iran, North Korea, Syria (prior to July 1, 2025), and the Crimea, so-called Donetsk People’s Republic,

and so-called Luhansk People’s Republic) (collectively, the “Embargoed Countries”); (b) any instrumentality,

agent, entity, or individual that is located in, or acting on behalf of, or directly or indirectly owned or controlled by any Governmental

Body of, any Embargoed Country; or (c) any individual or entity identified on, or 50% or more owned (individually or in the aggregate)

or otherwise controlled by persons identified on, any list of designated and prohibited parties maintained by the U.S. Government, the

United Kingdom, or the European Union, including, but not limited to, the List of Specially Designated Nationals and Blocked Persons,

the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identifications List, which are maintained by OFAC, or the Entity List,

Denied Persons List, or Unverified List, which are maintained by the Bureau of Industry and Security of the U.S. Commerce Department

(a “Sanctioned Party”). The Company and the Company Subsidiary are not, nor have they since April 8, 2024,

been, the subject of any investigation, prosecution, inquiry, or enforcement action by, or made any voluntary disclosures to, any Governmental

Body with respect to potential violations of Trade Laws.

2.25

Outbound Investment Security Program.

(a)

Each of the Company and the Company Subsidiary either is (i) not a “person of a country of concern”; or (ii) not engaged

in any “covered activity,” as these terms are defined in 31 C.F.R. Part 850, as implemented or revised from time to time

(the “Outbound Investment Security Program”).

(b)

Each of the Company and the Company Subsidiary have no intention of becoming a “person of a country of concern” that engages

in any “covered activity”, each as defined in the Outbound Investment Security Program.

(c)

Each of the Company and the Company Subsidiary is not, and does not intend to become, a person that directly or indirectly holds a board

seat or a voting or equity interest in, or any contractual power to direct or cause the direction of the management or policies of, any

“covered foreign person” as defined in the Outbound Investment Security Program.

2.26

CFIUS. Neither the Company nor the Company Subsidiary engages in (a) the design, fabrication, development, testing, production

or manufacture of one or more “critical technologies” within the meaning of Section 721 of the Defense Production Act of

1950, as amended, including all implementing regulations thereof (the “DPA”); (b) the ownership, operation,

maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the

DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) the maintenance or collection, directly

or indirectly, of “sensitive personal data” of U.S. citizens within the meaning of the DPA. Neither Parent nor any of its

Subsidiaries has any intention of engaging in such activities in the future.

2.27

Disclaimer of Other Representations or Warranties.

(a)

Except as set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs pursuant to

this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it, the Company

Subsidiary or any of its or the Company Subsidiary’s assets, liabilities or operations, and any such other representations or warranties

are hereby expressly disclaimed.

(b)

The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs set forth in Section

3 or in any certificate delivered by Parent and/or Merger Subs to the Company pursuant to this Agreement, none of Parent, Merger

Subs or any of their respective Representatives is relying on any other representation or warranty of Parent or any other Person made

outside of Section 3 or such certificate, including regarding the accuracy or completeness of any such other representations or

warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Section

3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS

Subject

to Section 8.13(h), except (a) as set forth in the disclosure schedule delivered by Parent to the Company (the “Parent

Disclosure Schedule”) or (b) as disclosed in the Parent SEC Documents filed with the SEC after June 30, 2026

and prior to the date hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (i)

without giving effect to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (ii) excluding any

forward-looking, cautionary or predictive disclosures contained under the heading “Risk Factors” and any forward-looking,

cautionary or predictive disclosure of risks included in any “forward-looking statements” disclaimer or in any other section

to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), it being understood that any

matter disclosed in the Parent SEC Documents (x) shall not be deemed disclosed for purposes of Section 3.1, Section 3.2,

Section 3.3, Section 3.4, Section 3.5, Section 3.6 and Section 3.7 and (y) shall be deemed to be disclosed

in a section of the Parent Disclosure Schedule only to the extent that it is readily apparent from a reading of such Parent SEC Documents

that is applicable to such section of the Parent Disclosure Schedule, Parent and Merger Sub represent and warrant to the Company as follows:

3.1

Due Organization; Subsidiaries.

(a)

Each of Parent and First Merger Sub is a corporation and Second Merger Sub is a limited liability company duly incorporated or formed,

as applicable, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all necessary corporate

or limited liability company, as applicable, power and authority: (i) to conduct its business in the manner in which its business is

currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently

owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since their respective date

of incorporation or formation, as applicable, no Merger Sub has engaged in any activities other than activities incident to its formation

or in connection with or as contemplated by this Agreement.

(b)

Parent is duly licensed and qualified to do business and is in good standing (to the extent applicable in such jurisdiction), under the

Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where

the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Parent Material Adverse Effect.

(c)

Parent has no Subsidiaries, except for the Persons identified in Section 3.1(c) of the Parent Disclosure Schedule; and neither

Parent nor any of Parent’s Subsidiaries owns any capital stock of, or any equity, ownership or profit-sharing interest of any nature

in, or controls directly or indirectly, any other Person other than the Persons identified in Section 3.1(c) of the Parent Disclosure

Schedule. Each of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable,

in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority:

(i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property

and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations

under all Contracts by which it is bound.

(d)

Neither Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in

any partnership, joint venture or similar business Entity. Neither Parent nor any of its Subsidiaries has agreed or is obligated to make

or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other

Entity. Neither the Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for,

any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

3.2

Organizational Documents. Parent

has made available to the Company accurate and complete copies of the Organizational Documents or Parent and each of its Subsidiaries

in effect as of the date of this Agreement. Neither Parent nor any of its Subsidiaries is in material breach or violation of its respective

Organizational Documents.

3.3

Authority; Binding Nature of Agreement.

(a)

The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and

to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote

and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform

its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held or by written

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

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

issuance of Parent Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment

of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set

forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by

unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of

First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions;

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

Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The sole member of Second Merger Sub has:

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

member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend,

upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement

and thereby approve the Contemplated Transactions.

(b)

This Agreement has been duly executed and delivered by Parent and each Merger Sub and, assuming the due authorization, execution and

delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Subs, enforceable against each of Parent

and Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.

3.4

Vote Required. The approval of holders of Parent Common

Stock is not required in order to approve this Agreement or, except with respect to Parent Stockholder Matters, the Contemplated Transactions.

The affirmative vote of (a) a majority of the votes cast at the Parent Stockholders’ Meeting by the holders of Parent Common Stock

present or represented and entitled to vote at a meeting of stockholders of Parent (provided that no Person receiving shares of Parent

Common Stock in the Contemplated Transactions shall be entitled to vote such shares on such matter) is the only vote of the holders of

any class or series of Parent’s capital stock necessary to approve the proposal described in Section 4.2(a)(i), Section

4.2(a)(ii) and Section 4.2(a)(iii) and (b) a majority of the shares of Parent Common Stock entitled to vote (provided that

no Person receiving shares of Parent Common Stock in the Contemplated Transactions shall be entitled to vote such shares on such matter)

is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the proposal described in

Section 4.2(a)(iv) (“Required Parent Stockholder Vote”).

3.5

Non-Contravention: Consents. Subject to obtaining the Required

Parent Stockholder Vote, the filing of the Certificates of Merger required by the DGCL and the filing of the Series A Certificate of

Designation, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Subs, nor (y) the consummation

of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a)

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

(including Merger Subs);

(b)

contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated

Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which

Parent or its Subsidiaries, or any of the assets owned or used by Parent or its Subsidiaries, is subject, except as would not reasonably

be expected to be material to Parent or its business;

(c)

contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to

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

except as would not reasonably be expected to be material to Parent or its business;

(d)

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

or give any Person the right to: (i) declare a default or exercise any remedy under any Parent Material Contract; (ii) any material payment,

rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance

of any Parent Material Contract; or (iv) cancel, terminate or modify any term of any Parent Material Contract, except in the case of

any non-material breach, default, penalty or modification; or

(e)

result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or any of its Subsidiaries

(except for Permitted Encumbrances).

Except

for (i) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule, (ii) the Required Parent Stockholder Vote, (iii)

the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the filing of

the Series A Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (v) such consents,

waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state

securities Laws or the rules of Nasdaq, neither Parent nor any of its Subsidiaries is or will be required to make any filing with or

give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution, delivery or performance of this Agreement,

or (B) the consummation of the Contemplated Transactions. The Parent Board and the First Merger Sub Board and the sole member of Second

Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained

in Section 203 of the DGCL (or analogous provisions) are, and will be, inapplicable to the execution, delivery and performance of this

Agreement, the Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute or similar

Law applies or purports to apply to the Merger, this Agreement or any of the Contemplated Transactions.

3.6

Capitalization.

(a)

The authorized capital stock of Parent as of the date of this Agreement consists of 1,000,000,000 shares of Parent Common Stock, par

value $0.0001 per share, of which 2,793,586 shares have been issued and are outstanding as of the close of business on the Reference

Date and 1,000,000 shares of preferred stock of Parent, par value $0.0001 per share, of which no shares have been issued or are outstanding

as of the date of this Agreement. Parent does not hold any shares of its capital stock in its treasury.

(b)

All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

None of the outstanding shares of Parent Common Stock are entitled or subject to any preemptive right, right of participation, right

of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal

in favor of Parent. Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting

any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any

shares of Parent Common Stock. Parent is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated,

to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. Section 3.6(b) of

the Parent Disclosure Schedule accurately and completely lists all repurchase rights held by Parent with respect to shares of Parent

Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently

exercisable.

(c)

Except for the Parent Stock Plans, and except as set forth in Section 3.6(c) of the Parent Disclosure Schedule, Parent does not

have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person.

As of the close of business on the Reference Date, Parent has reserved 3,500,000 shares of Parent Common Stock for issuance under the

Parent Stock Plans, of which Parent RSUs and Parent Options to purchase a total of 423,441shares, in the aggregate, have been issued

and are currently outstanding of, which no shares are subject to Parent’s right of repurchase, of which (1) 136,372 shares have

been reserved for issuance upon exercise of Parent Options previously granted and currently outstanding under the Parent Stock Plans,

(2) 287,069 shares have been reserved for issuance upon the settlement of Parent RSUs granted under the Parent Stock Plans that are outstanding

as of the close of business on the Reference Date, and (3) 3,076,559 shares remain available for future issuance pursuant to the Parent

Stock Plans. Section 3.6(c) of the Parent Disclosure Schedule sets forth the following information with respect to each Parent

Option and Parent RSU outstanding as of the Reference Date: (i) the name of the holder; (ii) the number of shares of Parent Common Stock

subject to such Parent Option or Parent RSU at the time of grant; (iii) the number of shares of Parent Common Stock subject to such Parent

Option or Parent RSU as of the close of business on the Reference Date; (iv) the exercise price of such Parent Option; (v) the date on

which such Parent Option or Parent RSU was granted; (vi) the applicable vesting schedule, including the number of vested and unvested

shares as of the close of business on the Reference Date and any acceleration provisions; (vii) the date on which such Parent Option

or Parent RSU expires; (viii) whether such Parent Option is intended to constitute an “incentive stock option” (as defined

in the Code) or a non-qualified stock option and (ix) whether such Parent Option is “early exercisable”. Parent has made

available to the Company accurate and complete copies of the Parent Stock Plans and the form of the stock option agreements and restricted

stock unit agreements evidencing outstanding Parent Options and Parent RSUs granted thereunder. No vesting of Parent Options or Parent

RSUs will be accelerated in connection with the closing of the Contemplated Transactions other than as set forth on such Section 3.6(c)

of the Parent Disclosure Schedule.

(d)

Except for the Parent Options and the Parent RSUs granted pursuant to the Parent Stock Plans and the Parent Warrants, and as otherwise

set forth in Section 3.6(d) of the Parent Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant

or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any of its

Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares

of the capital stock or other securities of Parent or any of its Subsidiaries; or (iii) condition or circumstance that could be reasonably

likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire

or receive any shares of capital stock or other securities of Parent or any of its Subsidiaries. There are no outstanding or authorized

stock appreciation, phantom stock, profit participation or other similar rights with respect to Parent or any of its Subsidiaries. In

addition, there are no stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or bonds, debentures,

notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right

to vote) on any matters on which stockholders of Parent may vote.

(e)

All outstanding shares of Parent Common Stock, Parent Options, Parent RSUs, Parent Warrants and other securities of Parent have been

issued and granted in material compliance with (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable

securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

(f)

All distributions, dividends, repurchases and redemptions of Parent Common Stock or other equity interests of Parent were undertaken

in material compliance with (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable securities

Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

3.7

SEC Filings; Financial Statements.

(a)

Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements,

Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since

December 31, 2023 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s

website at www.sec.gov. Since December 31, 2023, all material statements, reports, schedules, forms and other documents required

to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the

SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent

SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case

may be) and, as of the time it was filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of

the last such amendment or superseding filing prior to the date of this Agreement, did not 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 therein, in the light

of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under

the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Parent SEC Documents (collectively,

the “Certifications”) are accurate and complete and comply as to form and content with all applicable

Laws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made

available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications

by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since December 31, 2023,

including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent

except for such comment letters and responses to such comment letters that are publicly accessible through EDGAR. As of the date of this

Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC

Documents. To the Knowledge of Parent, there are no investigations by the SEC, or any internal investigations pending or threatened,

including with regards to any accounting practices of Parent. As used in this Section 3.7, the term “file” and variations

thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, supplied or otherwise

made available to the SEC.

(b)

The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied

as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance

with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except

as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to

normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated;

and (iii) fairly present, in all material respects, the financial position of Parent and its consolidated Subsidiaries as of the respective

dates thereof and the results of operations and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed

in the Parent SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods or

principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP.

(c)

Parent’s independent registered public accounting firm has at all times since the date of enactment of the Sarbanes-Oxley Act been:

(i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) to the Knowledge of Parent,

“independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge

of Parent, in compliance with subsections (g) through (1) of Section 10A of the Exchange Act and the rules and regulations promulgated

by the SEC and the Public Company Accounting Oversight Board thereunder.

(d)

Except as set forth in the Parent SEC Documents, since December 31, 2023, through the date of this Agreement, Parent has not received

any correspondence from officials of Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Parent Common

Stock on Nasdaq. Parent has made available to the Company true, correct and complete copies of all comment letters, written inquiries

and enforcement correspondences between the SEC, on the one hand, and Parent, on the other hand, occurring since December 31, 2023, and

will, reasonably promptly following the receipt thereof, make available to the Company any such correspondence sent or received after

the date of this Agreement. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Documents is the subject

of an ongoing SEC report or outstanding SEC comment.

(e)

Except as set forth in the Parent SEC Documents, since December 31, 2023, there have been no formal investigations regarding financial

reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer,

chief financial officer, principal accounting officer or general counsel of Parent, the Parent Board or any committee thereof, other

than ordinary course audits or ordinary course reviews of accounting policies and practices, disclosure controls or internal controls.

(f)

Parent is and since December 31, 2023, has been, in compliance in all material respects with the applicable current listing and governance

rules and regulations of Nasdaq.

(g)

Parent maintains, and at all times since December 31, 2023, has maintained, a system of internal control over financial reporting (as

defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable

assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii)

that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board, (iii) regarding prevention

or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on

Parent’s financial statements and (iv) that Parent maintains records in reasonable detail which accurately and fairly reflect the

transactions and dispositions of the assets of Parent and any of its Subsidiaries. Parent has evaluated the effectiveness of Parent’s

internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Document

that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control

over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed,

based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and

has described in Section 3.7(g) of the Parent Disclosure Schedule) (A) all material weaknesses and all significant deficiencies,

if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s

ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves Parent,

any of its Subsidiaries, Parent’s management or other employees who have a role in the preparation of financial statements or the

internal accounting controls utilized by the Parent and its Subsidiaries or (C) any claim or allegation regarding any of the foregoing.

Parent has not identified, based on its most recent evaluation of internal control over financial reporting, any significant deficiencies

or material weaknesses in the design or operation of Parent’s internal control over financial reporting.

(h)

Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that

are reasonably designed to ensure that information required to be disclosed by Parent in the periodic reports that it files or submits

under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information

is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and

to make the Certifications.

(i)

Parent has not been, and is not currently, a “shell company” as defined under Section 12b-2 of the Exchange Act.

3.8

Absence of Changes. Except as set forth in Section 3.8

of the Parent Disclosure Schedule, since the date of the Parent Balance Sheet through the date of this Agreement, Parent and its Subsidiaries

have conducted its business only in the Ordinary Course of Business (except for the execution and performance of this Agreement and the

discussions, negotiations and transactions related thereto) and there has not been any (x) Parent Material Adverse Effect and (y) neither

Parent nor any of its Subsidiaries has done any of the following:

(a)

declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock or repurchased,

redeemed or otherwise reacquired any shares of its capital stock or other securities (except for shares of Parent Common Stock from terminated

employees, directors or consultants of Parent or in connection with the payment of the exercise price and/or withholding Taxes incurred

upon the exercise, settlement or vesting of any award granted under the Parent Stock Plans);

(b)

sold, issued, granted, pledged, disposed of or otherwise encumbered (other than encumbrances pursuant to applicable securities Laws)

or authorized any encumbrance (other than encumbrances pursuant to applicable securities Laws) with respect to: (A) any capital stock

or other security of Parent (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Options); (B) any option,

warrant or right to acquire any capital stock or any other security, other than option grants to employees in the Ordinary Course of

Business; or (C) any instrument convertible into or exchangeable for any capital stock or other security of Parent;

(c)

except as required to give effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected

or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock

split, reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(d)

formed any Subsidiary (other than Merger Subs) or acquired any equity interest or other interest in any other Entity or entered into

a joint venture with any other Entity;

(e)

(A) adopted, terminated, established or entered into any Parent Benefit Plan (or any plan, arrangement, agreement, program or policy

that would be a Parent Benefit Plan if it were in existence as of the date of this Agreement), other than as required by applicable Law;

(B) caused or permitted any Parent Benefit Plan to be amended in any material respect, other than as required by applicable Law; (C)

paid any bonus or distributed any profit-sharing account balances or similar payment to, or increased the amount of the wages, salary,

commissions, benefits or other compensation or remuneration payable to, any Parent Associate or other Person; (D) paid, increased, amended,

or granted or entered into any agreement or arrangement providing for any severance, change-of-control, retention or other compensatory

benefits to any Parent Associate or other Person; (E) accelerated the vesting, payment or funding of any compensation or benefits under

any Parent Benefit Plan; (F) paid any benefit not required by any Parent Benefit Plan; (G) hired, engaged, terminated, or given notice

of termination (other than for cause) to any officer, employee, advisor, contractor, or consultant; or (H) made any loans or entered

into any commitments to make any loans to any Parent Associate or other Person;

(f)

entered into any collective bargaining agreement or other Contract with any labor union, or other labor organization;

(g)

entered into any material transaction outside of the Ordinary Course of Business other than in connection with the Contemplated Transactions;

(h)

acquired any material asset or sold, leased or otherwise irrevocably disposed of any of its assets or properties (other than the disposal

of obsolete assets), or granted any Encumbrance (other than Permitted Encumbrances) with respect to such assets or properties, except

in the Ordinary Course of Business;

(i)

sold, assigned, transferred, licensed, sublicensed or otherwise disposed of any material Parent IP (other than pursuant to nonexclusive