Form 8-K

8-K — Pulmatrix, Inc.

Accession: 0001493152-26-013266

Filed: 2026-03-27

Period: 2026-03-26

CIK: 0001574235

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

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)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001574235

2026-03-26

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 26, 2026

PULMATRIX,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-36199

46-1821392

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

945

Concord Street, Suite 1217

Framingham,

MA 01701

(Address

of principal executive offices) (Zip Code)

(888)

355-4440

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.0001 per share

PULM

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.

Merger

Agreement

March 26, 2026, Pulmatrix, Inc., a Delaware corporation (“Pulmatrix” or the “Company”),

entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Pulmatrix,

PUOS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pulmatrix (“Merger Sub”) and

Eos SENOLYTIX, Inc., a Delaware corporation (“Eos”), pursuant to which, and subject to the satisfaction or

waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub shall be merged with and into Eos, with Eos

continuing as the surviving corporation and wholly owned subsidiary of Pulmatrix (the “Merger”). The Merger

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

Revenue Code of 1986, as amended.

Subject

to the terms and conditions of the Merger Agreement, at the effective time (the “Effective Time”), (A) each

then-outstanding share of Eos common stock or preferred stock (collectively, the “Eos Capital Stock”) will

be converted into the right to receive a number of shares of Pulmatrix common stock calculated in accordance with the Merger Agreement

(the “Exchange Ratio”), (B) each Company Convertible Note (as defined in the Merger Agreement) that is outstanding

and unconverted as of immediately prior to the Effective Time shall be converted solely into the right to receive a number of shares

of Pulmatrix common stock equal to (x) the number Eos Capital Stock that the holder of such Company Convertible Note would have been

entitled to had the Company Convertible Note converted into Eos Capital Stock prior to the Effective Time, multiplied by (y) the Exchange

Ratio, (C) each Investor Financing Warrant (as defined in the Merger Agreement), whether vested or unvested, that is outstanding and

unexercised immediately prior to the Effective Time, will be converted into and become a warrant to purchase Pulmatrix common stock and

may be exercised for such number of shares of Pulmatrix common stock calculated in accordance with the terms of the Merger Agreement,

(D) each option or other right to purchase Eos Capital Stock, whether vested or unvested, that is outstanding immediately prior to the

Effective Time, shall be converted into an option to purchase shares of Pulmatrix common stock, and may be exercised for such number

of shares of Pulmatrix common stock calculated in accordance with the terms of the Merger Agreement, and (E) the CEO RSUs (as defined

in the Merger Agreement), whether vested or unvested, that are outstanding immediately prior to the Effective Time, will be converted

into and become the appropriate options, restricted stock units, restricted stock, stock appreciation right, or other similar right to

purchase, acquire or obtain (as applicable) Pulmatrix common stock and may be exercised for such number of shares of Pulmatrix common

stock calculated in accordance with the terms of the Merger Agreement.

Under

the Exchange Ratio formula set forth in the Merger Agreement, upon the closing of the merger (the “Closing”),

on a pro forma basis and based upon the number of shares of Pulmatrix common stock expected to be issued in the Merger, pre-Merger

Eos stockholders, including investors participating in the financings and holders of shares issued in payment of placement agent and

M&A advisory fees will own approximately 94% of the combined company and Pulmatrix stockholders will own approximately 6% of

the combined company on a fully-diluted basis (excluding any shares reserved for future grants under Pulmatrix’s equity incentive

plans).

connection with the Merger, Pulmatrix will seek the approval of its stockholders to, among other things, (a) issue the shares of Pulmatrix

common stock issuable in connection with the Merger pursuant to the rules of Nasdaq, (b) amend its amended and restated certificate of

incorporation to change Pulmatrix’s name to “Eos SENOLYTIX, Inc.”, and (c) effect a reverse stock split of Pulmatrix

common stock, to the extent applicable and deemed necessary by Pulmatrix and Eos (collectively, the “Pulmatrix Voting Proposals”

and such stockholder meeting, the “Pulmatrix Stockholder Meeting”). The Stockholder Meeting shall be held as

soon practicable after the date that the Registration Statement (as defined herein) is declared effective under the Securities Act, and

in any event, no later than 45 days after the effective date of the Registration Statement.

Each

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

covenants relating to (1) using commercially reasonable efforts to obtain the requisite approval of their respective stockholders, (2)

non-solicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date

of signing the Merger Agreement and the Closing, (4) Pulmatrix using commercially reasonable efforts to maintain the existing listing

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

for listing on Nasdaq prior to the Closing and (5) Pulmatrix filing with the U.S. Securities and Exchange Commission (the “SEC”)

and causing to become effective a registration statement on Form S-4 to register the shares of Pulmatrix common stock to be issued in

connection with the Merger (the “Registration Statement”).

Consummation

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

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

transactions contemplated thereby, (3) Nasdaq’s approval of the listing of the shares of Pulmatrix common stock to be issued in

connection with the Merger, and (4) the effectiveness of the Registration Statement. Each party’s obligation to consummate the

Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties

of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of

its obligations under the Merger Agreement required to be performed on or prior to the date of the Closing.

The

Merger Agreement contains certain termination rights of each of Pulmatrix and Eos. At the Effective Time, the board of directors of Pulmatrix

is expected to consist of six members, one of which will be a director designated by Pulmatrix, and the remainder of which will be designated

by Eos.

Palladium

Capital Group, LLC served as Pulmatrix’s financial advisor in connection with the above transactions.

Support

Agreements and Lock-Up Agreements

Concurrently

and in connection with the execution of the Merger Agreement, Senotherapeutix, Inc., sole holder of the issued and outstanding shares

of Eos Capital Stock has entered into a support agreement with Pulmatrix and Eos to vote all of its shares of Eos capital stock in favor

of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (the “Eos Support Agreements”).

Concurrently

and in connection with the execution of the Merger Agreement, Senotherapeutix, Inc. has entered into a lock-up agreement (the “Lock-Up

Agreement”) pursuant to which, and subject to specified exceptions, Senotherapeutix, Inc. has agreed not to transfer their

shares of Pulmatrix common stock for the 180-day period following the Closing.

The

preceding summaries of the Merger Agreement, the Eos Support Agreements and the Lock-Up Agreements do not purport to be complete and

are qualified in their entirety by reference to the Merger Agreement, the form of Eos Support Agreement, and the form of Lock-Up Agreement,

which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated herein by

reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders

with information regarding its terms. It is not intended to provide any other factual information about Pulmatrix or Eos or to modify

or supplement any factual disclosures about Pulmatrix in its public reports filed with the SEC. The Merger Agreement includes representations,

warranties and covenants of Pulmatrix, Eos, and Merger Sub made solely for the purpose of the Merger Agreement and solely for the benefit

of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations,

warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions

of Pulmatrix, Eos or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate

or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which are not filed publicly,

may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used

for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.

Pulmatrix

Securities Purchase Agreement and Voting Agreement

connection with the entry into the Merger Agreement, Pulmatrix entered into a Securities Purchase Agreement (the “Pulmatrix

Purchase Agreement”), dated as of March 26, 2026, with an affiliate of Eos (the “Buyer”),

pursuant to which Pulmatrix agreed to sell to the Buyer an aggregate of 1,000 shares of Series B Convertible Preferred Stock, par value

$0.0001 per share (the “Series B Preferred Stock”), with a stated value of $1,000 per share (the “Stated

Value”) and a conversion price of $2.20 per share (the “Pulmatrix Financing”). The closing of

the Pulmatrix Financing is expected to occur as soon as practicable and subject to the satisfaction of customary closing conditions.

The aggregate gross proceeds from the Pulmatrix Financing are expected to be $1,000,000 and Pulmatrix has agreed that prior to the date

of the consummation of the Merger, Pulmatrix shall be permitted to use up to $250,000 of the net proceeds for working capital and other

general corporate purposes and shall not use the remainder of the net proceeds, subject to certain exceptions. Pursuant to the terms

of the Pulmatrix Purchase Agreement, Pulmatrix has agreed to file as soon as reasonably practicable, and in any event, 60 days following

the closing date of the Pulmatrix Financing, a registration statement registering the resale of the shares of Pulmatrix common stock

issuable upon conversion of the Series B Preferred Stock.

connection with the Pulmatrix Financing, the Company and the Buyer entered into a voting agreement (the “Voting Agreement”),

pursuant to which the Buyer has agreed to vote, at any annual or special meeting of Pulmatrix called with respect to matters the Board

of Directors of Pulmatrix has recommended the stockholders of Pulmatrix to vote in favor of, including but not limited to, any

matters as related to the Pulmatrix Voting Proposals to be put forth at the Stockholder Meeting, and at every adjournment or postponement

thereof, and on every action or approval by written consent or consents of the Company stockholders with respect to such matter, to vote

or cause the holder of record to vote its shares of Series B Preferred Stock, or any shares of Pulmatrix common stock, in favor of providing

the requisite stockholder approval. Additionally, pursuant to the terms of the Voting Agreement, the Buyer has agreed that for a period

commencing upon the execution of the Pulmatrix Purchase Agreement and ending at the date of termination of the Voting Agreement, the

Buyer will not, directly or indirectly transfer, sell, offer, exchange, assign, pledge, convey any legal or beneficial ownership interest

in or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender

or exchange offer), or encumber any of the shares of Series B Preferred Stock or shares of Pulmatrix common stock, or enter into any

contract, option, or other agreement with respect to, or consent to, a transfer of, any such shares or the Buyers voting or economic

interest.

The

foregoing description of the Pulmatrix Purchase Agreement and Voting Agreement do not purport to be complete and is subject to, and is

qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibits 10.3 and 10.4, respectively,

to this Current Report on Form 8-K and is incorporated herein by reference.

Series

B Convertible Preferred Stock

The

terms of the Series B Preferred Stock are as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations

of Series B Convertible Preferred Stock (the “Certificate of Designations”), attached hereto as Exhibit 3.1

to this Current Report on Form 8-K, which was filed with the Secretary of State for the State of Delaware on March 26, 2026, prior to

the closing of the Pulmatrix Financing. The Series B Preferred Stock is convertible into the shares of Pulmatrix common stock at the

election of the holders of the Series B Preferred Stock (the “Holders”) at any time at an initial conversion

price of $2.20 per share (the “Conversion Price”). The Conversion Price is subject to customary adjustments

for stock dividends, stock splits, reclassifications, stock combinations and the like (subject to certain exceptions).

Dividends.

Holders of the Series B Preferred Stock shall be entitled to receive cumulative dividends at the rate per share (as a percentage of the

Stated Value per share) of 8% per annum, payable on each Conversion Date (with respect only to Preferred Stock being converted) in duly

authorized, validly issued, fully paid and non-assessable shares of Common Stock at the Conversion Price then in effect in accordance

with the terms of the Certificate of Designations.

Voting.

The holders of the Series B Preferred Stock are entitled to vote upon, in the same manner and with the same effect as the holders

of Pulmatrix common stock, voting together with the holders of Pulmatrix common stock as a single class. Subject to the provisions of

the Certificate of Designations, each share of Series B Preferred Stock shall entitle the holder thereof to cast that number of votes

per share of Series B Preferred Stock as is equal to the stated value of the Series B Preferred Stock, divided by the Conversion Price,

and subject to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions.

As long as any shares of Series B 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 B Preferred Stock, (a) alter or change adversely the powers, preferences or

rights given to the Series B Preferred Stock or alter or amend the Certificate of Designations, (b) amend its certificate of incorporation

or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares

of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Optional

and Automatic Conversion. Each share of Preferred Stock, plus accrued and unpaid dividend thereon, shall be convertible, at any time

and from time to time from and after the date that is 90 days following the initial date of issuance (the “Original Issuance

Date”), into that number of shares of Pulmatrix common stock, subject to certain beneficial ownership limitations. Effective

as of 5:00 p.m. Eastern time on the fifth business day after the date that is the earlier of (i) the one year anniversary from the Original

Issuance Date (ii) the closing date of the Merger, each share of Series B Preferred Stock then outstanding shall automatically convert

into a number of shares of Common Stock equal to the Conversion Ratio (as defined in the Certificate of Designations), subject to certain

beneficial ownership limitations.

The

Pulmatrix Purchase Agreement and the Voting Agreement contain certain representations and warranties, covenants and indemnities customary

for similar transactions. The representations, warranties and covenants contained in the Pulmatrix Purchase Agreement and the Voting

Agreement were made solely for the benefit of the parties to the Pulmatrix Purchase Agreement and may be subject to limitations agreed

upon by the contracting parties. The Pulmatrix Financing is exempt from the registration requirements of the Securities Act pursuant

to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule

506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Buyer has represented

to Pulmatrix that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities

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

B Preferred Stock are being offered without any general solicitation by Pulmatrix or its representatives.

Eos

Securities Purchase Agreement

connection with the entry into the Merger Agreement, Eos entered into a Securities Purchase Agreement, dated as of March 26, 2026 (the

“Eos Purchase Agreement”), with an affiliate of Eos for the purchase and sale of certain convertible

promissory notes ( the “Eos Notes” and shares of Eos common stock for up to $18 million (the “Eos

Gross Proceeds”) in aggregate gross proceeds in several closings (the “Eos Financing”). Additionally,

Eos intends to initiate another private placement for further investment into Eos shortly after the signing of the Merger Agreement,

but in any event prior to the closing of the Merger, pursuant to a securities purchase agreement for the purchase of Series A Preferred

Stock of Eos (the “Series A Preferred Financing”).

the initial closing (the “Initial Closing”), each purchaser will deliver to Eos an aggregate of $2,500,000

for certain Initial Bridge Notes (the “Initial Bridge Notes”). Following the Initial Closing, the Company may

deliver written notice to the purchasers requiring such purchasers to fund certain Additional Bridge Notes if, prior to the date that

is three months following the Initial Closing, Eos has not received aggregate proceeds of $2,500,000 or more from any closings of the

Series A Preferred Financing (each, an “Additional Closing”). Upon receipt by the purchasers of written notice

from Eos that approval of the Merger Agreement has occurred, each purchaser shall fund its pro rata share of the Eos Gross Proceeds,

less the amounts funded in the Initial Closing and any Additional Closing; provided, however, that if, as of the date of such notice,

Eos has received aggregate proceeds from the Series A Preferred Financing equal to or greater than $15,500,000, the purchasers shall

have no obligation to fund any amounts pursuant to the terms of the Eos Purchase Agreement.

The

Eos Notes have a maturity date that is 18 months following the date of the issuance of the Initial Bridge Notes (the “Maturity

Date”) and accrue interest at a rate of 8%. In the event that the Merger has not been consummated prior to the Maturity

Date, the Company may, in its sole discretion, elect to convert the outstanding principal balance and all accrued and unpaid interest

on the Eos Notes into shares of Eos common stock upon the earlier of: (a) the closing of an IPO; or (b) the closing of a Next Equity

Financing (as defined in the Eos Purchase Agreement). Eos may, in its sole discretion, prepay all (but not less than all) of the outstanding

principal balance and all accrued and unpaid interest on all outstanding Eos Notes, subject to proper notice. The Eos Notes contain certain

customary events of default, and upon the occurrence and during the continuance of any event of default, the outstanding principal balance

of the Eos Notes shall bear interest at a rate equal to 15% per annum.

Per

the terms of the Merger Agreement, each Eos Note that is outstanding and unconverted as of immediately prior to the Effective Time shall

be converted solely into the right to receive a number of shares of Pulmatrix common stock equal to (x) the number Eos Capital Stock

that the holder of such Eos Note would have been entitled to had the Eos Note converted into Eos Capital Stock prior to the Effective

Time, multiplied by (y) the Exchange Ratio. The Eos Agreement and Eos Notes additionally contain certain customary representations, warranties

and covenants customary for transactions of such nature.

Item 3.02. Unregistered Sales of Equity Securities.

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

reference.

Item

3.03. Material Modification to Rights of Security Holders.

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

reference.

Item 5.01. Changes in Control of Registrant.

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

reference.

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

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

reference.

Item 7.01. Regulation FD Disclosure.

March 26, 2026, Pulmatrix and Eos issued a joint press release announcing the execution of the Merger Agreement. The press release is

furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained

on the websites referenced in the press release is not incorporated herein by reference.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking

Statements

This

Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning

of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning Pulmatrix, Eos, the proposed transactions and other

matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the

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

structure of the combined company; the expected executive officers and directors of the combined company; each company’s and the

combined company’s expected cash position at the closing of the proposed Merger and cash runway of the combined company; Pulmatrix’s

ability to divest its assets; the expected contribution and potential payment of dividends in connection with the Merger, including the

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

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

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

combined company having sufficient resources to advance its pipeline candidates; and other statements that are not historical fact. The

words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,”

“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”

“predict,” “project,” “should,” “will,” “would” and similar expressions (including

the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not

mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning

future developments and their potential effects. There can be no assurance that future developments affecting Pulmatrix, Eos or the proposed

transactions will be those that have been anticipated.

The

forward-looking statements contained in this communication are based on current expectations and beliefs concerning future developments

and their potential effects and therefore subject to other risks and uncertainties. These risks and uncertainties include, but are not

limited to, risks associated with the possible failure to satisfy the conditions to the closing or consummation of the Merger, including

Pulmatrix’s failure to obtain stockholder approval for the Merger, risks associated with the uncertainty as to the timing of the

consummation of the Merger and the ability of each of Pulmatrix and Eos to consummate the transactions contemplated by the Merger, risks

associated with Pulmatrix’s continued listing on Nasdaq until closing of the Merger, the failure or delay in obtaining required

approvals from any governmental or quasi-governmental entity necessary to consummate the Merger; the occurrence of any event, change

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

from the completion of the Merger; legislative, regulatory, political and economic developments. A discussion of these and other factors,

including risks and uncertainties with respect to Pulmatrix, is set forth in Pulmatrix’s filings with the SEC, including its most

recent Annual Report on Form 10-K, as may be supplemented or amended by Pulmatrix’s Quarterly Reports on Form 10-Q and Current

Reports on Form 8-K, as well as discussions of potential risks, uncertainties, and other important factors included in other filings

by Pulmatrix from time to time, any risk factors related to Pulmatrix or Eos made available to you in connection with the proposed transactions,

as well as risk factors associated with companies, such as Eos, that operate in the biopharma industry. Should one or more of these risks

or uncertainties materialize, or, should any of Pulmatrix’s or Eos’s assumptions prove incorrect, actual results may vary

in material respects from those projected in these forward-looking statements. Nothing in this Current Report on Form 8-K should be regarded

as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated

results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this

communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements

herein. Neither Pulmatrix nor Eos undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking

statements. This Current Report on Form 8-K does not purport to summarize all of the conditions, risks and other attributes of an investment

in Pulmatrix or Eos.

Offer or Solicitation

This

Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation

of a proxy, consent or approval with respect to any securities or in respect of the proposed transactions or (ii) an offer to sell or

the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed

transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable

law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption

therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer

will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such

jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone

and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER

THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM

8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.

Important

Additional Information about the Proposed Transactions Will be Filed with the SEC

This

Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for the registration statement or for any

other document that Pulmatrix may file with the SEC in connection with the proposed transactions. In connection with the proposed transactions,

Pulmatrix intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus

of Pulmatrix. PULMATRIX URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER

RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR

ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PULMATRIX, EOS, THE PROPOSED TRANSACTIONS

AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents

filed by Pulmatrix with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are

urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or

investment decision with respect to the Proposed Transactions. In addition, investors and stockholders should note that Pulmatrix communicates

with investors and the public using its website (https://www.pulmatrix.com/investors.html/).

Participants

in the Solicitation

Pulmatrix,

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

in connection with the proposed transactions. Information about Pulmatrix’s directors and executive officers, including a description

of their interests in Pulmatrix, is included in Pulmatrix’s most recent Annual Report on Form 10-K for the year ended December

31, 2025, filed with the SEC on February 26, 2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, including any information

incorporated therein by reference, as filed with the SEC, and other documents that may be filed from time to time with the SEC. Additional

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

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

indicated above.

Item

9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger and Reorganization, dated as of March 26, 2026, by and among Pulmatrix, Inc., PUOS Merger Sub, Inc., and Eos SENOLYTIX, Inc.

3.1

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed on March 26, 2026

10.1

Form of Support Agreement

10.2

Form of Lock-Up Agreement

10.3

Form of Securities Purchase Agreement, dated as of March 26, 2026, by and between the Company and the investor named therein.

10.4

Form of Voting Agreement, dated as of March 26, 2026, by and between the Company and the holder named therein.

99.1

Joint Press Release, issued on March 26, 2026

104

Cover

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

Exhibits

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

copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential

treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Pulmatrix,

Inc.

Date:

March

27, 2026

By:

/s/

Peter Ludlum

Peter

Ludlum

Interim Chief Executive Officer and Interim Chief Financial Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT

AND PLAN OF MERGER AND REORGANIZATION

among

PULMATRIX,

Inc.,

PUOS

Merger Sub, Inc.,

and

EOS

SENOLYTIX, INC.

March

26, 2026

Table

of Contents

Section

1. Definitions and Interpretative Provisions

1.1

Definitions

1.2

Other

Definitional and Interpretative Provisions

Section

2. Description of Transaction

2.1

The

Merger

2.2

Effects

of the Merger

2.3

Closing;

Effective Time

2.4

Organizational

Documents; Directors and Officers

2.5

Conversion

of Company and Merger Sub Equity Securities

2.6

Closing

of the Company’s Transfer Books

2.7

Surrender

of Company Capital Stock

2.8

Further

Action

2.9

Intended

Tax Treatment

2.10

Withholding

2.11

Appraisal

Rights

Section

3. Representations and Warranties of the Company

3.1

Due

Organization; Subsidiaries

3.2

Organizational

Documents

3.3

Authority;

Binding Nature of Agreement

3.4

Vote

Required

3.5

Non-Contravention;

Consents

3.6

Capitalization.

3.7

Indebtedness

3.8

Financial

Statements

3.9

Absence

of Changes

3.10

Absence

of Undisclosed Liabilities

3.11

Title

to Assets

3.12

Real

Property; Leasehold

3.13

Intellectual

Property

3.14

Agreements,

Contracts and Commitments

3.15

Compliance;

Permits; Restrictions

3.16

Legal

Proceedings; Orders

3.17

Tax

Matters

3.18

Employee

and Labor Matters; Benefit Plans.

3.19

Environmental

Matters

A-2

3.20

Insurance

3.21

Financial Advisors

3.22

Transactions

with Affiliates

3.23

Ownership

of Parent Capital Stock

3.24

Other Representations or Warranties

Section

4. Representations and Warranties of Parent and Merger Sub

4.1

Due

Organization; Subsidiaries

4.2

Organizational

Documents

4.3

Authority;

Fairness Opinion; Binding Nature of Agreement

4.4

Vote

Required

4.5

Non-Contravention;

Consents

4.6

Capitalization

4.7

SEC

Filings; Financial Statements

4.8

Absence

of Changes

4.9

Absence

of Undisclosed Liabilities

4.10

Title

to Assets

4.11

Real

Property; Leasehold

4.12

Intellectual

Property

4.13

Agreements,

Contracts and Commitments

4.14

Compliance;

Permits; Restrictions

4.15

Legal

Proceedings; Orders

4.16

Tax

Matters

4.17

Employee

and Labor Matters; Benefit Plans

4.18

Environmental

Matters

4.19

Insurance

4.20

Transactions

with Affiliates

4.21

Financial Advisors

4.22

Valid

Issuance

4.23

Privacy

and Data Security

4.24

Sanctions

and Trade Controls; AML Laws; Anti-Corruption

4.25

Bankruptcy

4.26

Other Representations or Warranties

Section

5. Certain Covenants of the Parties

5.1

Operation

of Parent’s Business

5.2

Operation

of the Company’s Business.

5.3

Access

and Investigation

A-3

5.4

Solicitation

5.5

Notification

of Certain Matters

Section

6. Additional Agreements of the Parties

6.1

Registration

Statement, Proxy Statement

6.2

Company

Stockholder Written Consent

6.3

Parent

Stockholder Meeting

6.4

Efforts;

Regulatory Approvals.

6.5

Company

Options

6.6

Employee

Benefits

6.7

Indemnification

of Officers and Directors

6.8

Disclosure

6.9

Listing

6.10

Registration,

Listing, and Proxy Fees and Expenses

6.11

Tax

Matters

6.12

Legends

6.13

Officers

and Directors

6.14

Termination

of Certain Agreements and Rights

6.15

Section

16 Matters

6.16

Allocation

Information

6.17

Parent

SEC Documents

6.18

Obligations

of Merger Sub

6.19

Parent

Warrant

Section

7. Conditions Precedent to Obligations of Each Party

7.1

Effectiveness

of Registration Statement

7.2

Restraints

7.3

Stockholder

Approval

7.4

Listing

7.5

Lock-Up

Agreements

Section

8. Additional Conditions Precedent to Obligations of Parent and Merger Sub

8.1

Accuracy

of Representations

8.2

Performance

of Covenants

8.3

Documents

8.4

Company Material Adverse Effect

8.5

Company

Stockholder Written Consent

8.6

Minimum

Cash Condition

8.7

Conversion

of Company Intercompany Debt

A-4

Section

9. Additional Conditions Precedent to Obligation of the Company

9.1

Accuracy

of Representations

9.2

Performance

of Covenants

9.3

Documents

9.4

Parent Material Adverse Effect

9.5

Foreign

Person Status

9.6

Parent

Charter Amendment

9.7

Conversion

of Parent Series B

Section

10. Termination

10.1

Termination

10.2

Effect

of Termination

10.3

Expenses.

10.4

Effect

of Knowledge on Representations and Warranties

Section

11. Miscellaneous Provisions

11.1

Non-Survival

of Representations and Warranties

11.2

Amendment

11.3

Waiver

11.4

Entire

Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile

11.5

Applicable

Law; Jurisdiction

11.6

Assignability

11.7

Notices

11.8

Cooperation

11.9

Severability

11.10

Other

Remedies; Specific Performance

11.11

Third-Party Beneficiaries

Exhibits:

Exhibit

Form

of Company Stockholder Support Agreement

Exhibit

Form

of Lock-Up Agreement

Exhibit

Certificate

of Merger, including certificate of incorporation of the Surviving Corporation attached as Exhibit A thereto, incorporated by reference

into this Agreement

A-5

AGREEMENT

AND PLAN OF MERGER AND REORGANIZATION

This

Agreement and Plan of Merger and Reorganization (this

“Agreement”) is made and entered into as of March 26, 2026, by and among Pulmatrix,

Inc., a Delaware corporation (“Parent”), PUOS Merger Sub, Inc.,

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

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

are defined in Section 1.

Recitals

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

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

owned subsidiary of Parent.

The Parties intend that, (i) the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code,

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

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

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

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

of Parent Capital Stock to the stockholders of the Company pursuant to the terms of this Agreement, (iii) determined to recommend, upon

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

thereby approve the Contemplated Transactions, including the issuance of shares of Parent Capital Stock to the stockholders of the Company

pursuant to the terms of this Agreement, and, if deemed necessary by the Parties, an amendment to Parent’s certificate of incorporation

to effect the Nasdaq Reverse Split, and (iv) determined to recommend, upon the terms and subject to the conditions set forth in this

Agreement, that the stockholders of Parent vote to authorize the issuance of the Parent Common Stock in accordance with Nasdaq Listing

Rule 5635.

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

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

to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of Merger Sub votes to adopt

this Agreement and thereby approve the Contemplated Transactions.

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

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

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

and thereby approve the Contemplated Transactions.

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

enter into this Agreement, Senotherapeutix, Inc., a Delaware corporation (“Seno”), being a holder of the majority

of the issued and outstanding shares of Company Capital Stock, is executing a support agreement in favor of Parent in substantially the

form attached hereto as Exhibit A (the “Company Stockholder Support Agreement”), pursuant to which Seno has,

subject to the terms and conditions set forth therein, agreed to vote all of its shares of Company Capital Stock in favor of the adoption

of this Agreement and thereby approve the Contemplated Transactions and against any competing proposals.

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

willingness to enter into this Agreement, all of the stockholders of the Company or Parent listed on Section B of the Company

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

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

It is expected that within two (2) Business Days after the Registration Statement is declared effective under the Securities Act, the

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

the Company’s certificate of incorporation and bylaws will either hold a vote in favor of, or execute an action by written consent

adopting this Agreement, in order to obtain the Required Company Stockholder Vote.

Agreement

The

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

Section

1. Definitions and Interpretative Provisions.

1.1

Definitions.

(a)

For purposes of this Agreement (including this Section 1):

“Acceptable

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

to the counterparty thereto than the terms of the Confidentiality Agreement, except such confidentiality agreement need not contain any

standstill, non-solicitation or no hire provisions. Notwithstanding the foregoing, a Person who has previously entered into a confidentiality

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

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

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

“Acquisition

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

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

hand, to the other Party) that would reasonably be expected to lead to an Acquisition Proposal.

“Acquisition

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

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

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

“Acquisition

Transaction” means any transaction or series of related transactions involving:

(a)

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

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

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

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

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

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

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

(b)

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

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

“Affiliate”

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

“Affordable

Care Act” means the Patient Protection and Affordable Care Act.

“AML

Laws” means, to the extent applicable, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules

and regulations promulgated thereunder.

“Anticipated

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

“Bribery

Legislation” means all and any of the following: the United States Foreign Corrupt Practices Act of 1977; the Organization

For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions

and related implementing legislation; the relevant common law or legislation in England and Wales relating to bribery and/or corruption,

including, the Public Bodies Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption

Act 1916 and the Anti-Terrorism, Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act 2002; any anti-bribery

or anti-corruption related provisions administered by the United States Department of Treasury’s Office of Foreign Assets Control;

and any anti-bribery or anti-corruption related provisions in criminal and anti-competition Laws and/or anti-bribery, anti-corruption

and/or anti-money laundering Laws of any jurisdiction in which Parent or the Company operates.

“Business

Day” means any day other than a day on which banks in the State of New York are authorized or obligated to be closed.

“CEO

RSUs” means the options, restricted stock units, restricted stock, stock appreciation rights, or other similar rights with

respect to shares of Company Class A Common Stock that the Company will, on or after the date hereof, grant to the Chief Executive Officer

of the Company, an entity established by or otherwise controlled by him, or a Person designated by him, pursuant to an award agreement

which shall not exceed 13,000,000 Company Class A Common Stock, which shall vest in three equal installments upon (a) conduct a pre-Ind

meeting with the U.S. Food and Drug Administration (b) filing of an Investigational New Drug application with the U.S. Food and Drug

Administration, (c) acceptance of such application by the FDA, and (d) enrollment of the first patient with Sarcopenia or Sarcopenic

obesity into a Phase 1b/2a clinical trial.

“COBRA”

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

of ERISA.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company

Associate” means any current employee, independent contractor, officer or director of the Company or any of its Subsidiaries.

“Company

Balance Sheet Date” means December 31, 2025.

“Company

Board” means the board of directors of the Company.

“Company

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

“Company

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

and 3.6(d).

“Company

Class A Common Stock” means the Class A common stock, $0.00001 par value per share, of the Company.

“Company

Class B Common Stock” means the Class B common stock, $0.00001 par value per share, of the Company.

“Company

Common Stock” means collectively the Company Class A Common Stock and Company Class B Common Stock.

“Company

Contract” means any Contract: (a) to which the Company or any of its Subsidiaries is a Party, (b) by which the Company or any

of its Subsidiaries is or may become bound or under which the Company or any of its Subsidiaries has any obligation or (c) under which

the Company or any of its Subsidiaries has any right or interest.

“Company

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

contributes to, or (b) provides benefits under or through, or (c) has any obligation to contribute to or provide benefits under or through,

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

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

“Company

Equity Incentive Plan” means the Eos SENOLYTIX, Inc. 2024 Equity Incentive Plan, adopted on October 15, 2024.

“Company

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

3.3, 3.4, 3.5(a)(i) and 3.21.

“Company

Investor Financing” means any transaction or series of related transactions occurring after the date of this Agreement and

prior to the Closing Date, which involves (a) any issuance or sale by the Company of any shares of Company Capital Stock, (b) warrants

to acquire shares of Company Capital Stock which shall, as of the Effective Time, convert into warrants to acquire shares of Parent,

provided that such warrants shall not include any rights or obligations of the Parent other than the right to receive Parent Common Stock

(the “Investor Financing Warrants”)), (c) any issuance or sale by the Company of any instrument, note or other security

that shall automatically convert into or be exchangeable for Company Capital Stock, (d) any borrowing of money or incurrence of indebtedness

for borrowed money by the Company, including any loan, credit facility, promissory note, or similar arrangement, to the extent such indebtedness

shall automatically convert into or be exchangeable for Company Capital Stock (the convertible notes described in foregoing clauses (c)

or (d), each a “Company Convertible Note”) or (e) any combination of the foregoing, in each case, the proceeds of

which are used by the Company to fund its operations, research and development activities, or other business purposes, or to satisfy

the condition set forth in Section 8.6; provided that, in the case of foregoing clauses (a) through (d), any Company Capital

Stock or instrument, note or other security issued shall automatically convert into Parent Common Stock at the Effective Time or in the

case of the Investor Financing Warrants the right to receive Parent Common Stock on or after the Effective Time (as set forth in Section

6.5(b)).

“Company

IP Rights” means all Intellectual Property rights that are owned or purported to be owned by, assigned to, exclusively licensed

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

of the Company and its Subsidiaries as presently conducted.

“Company

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

information provided under confidentiality agreements.

“Company

Key Employee” means any executive officer of the Company or any of its Subsidiaries.

“Company

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

date of determination of the occurrence of a Company Material Adverse Effect, has or would reasonably be expected to have a material

and sustained adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company or its

Subsidiaries, taken as a whole; provided, however, that none of the following (by itself or when aggregated) shall be taken

into account in determining whether there has been a Company Material Adverse Effect: (a) the announcement or consummation of this Agreement

or the pendency of the Contemplated Transactions, including the impact thereof on the relationships, contractual or otherwise, of the

Company and its Subsidiaries with its suppliers, customers, business partners or vendors, (b) the taking of any action, or the failure

to take any action, by the Company that is required to comply with the terms of this Agreement or to satisfy a request made by Parent,

(c) any natural disaster, calamity or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, cyberattack,

any armed hostilities or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the

world or any governmental or other response or reaction to any of the foregoing, (d) any change in GAAP or applicable Law or the interpretation

thereof, (e) general changes in economic, financial, credit markets, capital markets or political conditions or other conditions generally

affecting the industries in which the Company and its Subsidiaries operate within or without the United States, including generalized

changes in interest rates, credit ratings, or exchange rates, (f) any change in the cash position of the Company and its Subsidiaries

which results from operations in the Ordinary Course of Business or in furtherance of the Contemplated Transactions, or (g) any failure

by the Company or any of its Subsidiaries to meet any projections, forecasts, estimates, earnings or other financial or operating metrics

for any period (except that the underlying causes of any such failure may be considered in determining whether a Company Material Adverse

Effect has occurred); except in each case with respect to clauses (c), (d) and (e), to the extent materially and disproportionately affecting

the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company

and its Subsidiaries operate.

“Company

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

“Company

Pre-Closing Budget” means the operating budget of the Company during the Pre-Closing Period, set forth on Section 1.1(a)

of the Company Disclosure Letter.

“Company

Preferred Stock” means the shares of the Company’s capital stock designated as preferred stock, par value $0.00001 per

share.

“Company

Registered IP” means all Company IP Rights that are owned or exclusively licensed by the Company that are registered, filed

or issued under the authority of, with or by any Governmental Authority, including all Patents, registered copyrights and registered

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

“Company

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

of the Contemplated Transactions by the Required Company Stockholder Vote the Company Board shall have made a Company Board Adverse Recommendation

Change.

“Confidentiality

Agreement” means that certain Non-Disclosure Agreement, dated as of January 14, 2026, by and between the Company and Parent.

“Consent”

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

“Contemplated

Transactions” means the Merger and the other transactions contemplated by this Agreement, the Parent Charter Amendment, and

the Nasdaq Reverse Split (to the extent applicable and deemed necessary by Parent and the Company).

“Contract”

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

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

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

“DGCL”

means the General Corporation Law of the State of Delaware.

“Effect”

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

“Employee

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

ERISA; (B) any other plan, program, policy or arrangement providing for stock options, stock purchases, equity-based compensation, bonuses

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

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

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

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

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

“Encumbrance”

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

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

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

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

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

“Enforceability

Exceptions” means the (a) Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent

conveyance, and other similar laws affecting or relating to creditors’ rights generally and (b) rules of law governing specific

performance, injunctive relief and other equitable remedies.

“Entity”

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

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

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

“Environmental

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

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

emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

“ERISA”

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

“ERISA

Affiliate” means, with respect to any Entity, any other Person that would be treated as a single employer with such Entity

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

“Exchange

Act” means the Securities Exchange Act of 1934, as amended.

“Exchange

Ratio” means the ratio (rounded to four decimal places) equal to the quotient obtained by dividing (i) the Company Merger Shares

by (ii) the Company Outstanding Shares, in which:

●

“Company

Allocation Percentage” means 93.8144%.

●

“Company

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

(ii) the Company Allocation Percentage.

●

“Company

Outstanding Shares” means, without duplication, and expressly excluding the CEO RSUs, the total number of shares of Company

Capital Stock outstanding immediately prior to the Effective Time, expressed on a fully diluted and as-converted-to-Company Common

Stock basis assuming, without limitation or duplication the exercise of all Company Options, Investor Financing Warrants or other

rights or commitments to receive shares of Company Common Stock or Company Preferred Stock (or securities convertible or exercisable

into shares of Company Common Stock or Company Preferred Stock), whether conditional or unconditional, that are outstanding as of

immediately prior to the Effective Time.

●

“Parent

Allocation Percentage” means 6.1856%.

●

“Parent

Outstanding Shares” means, without duplication, (including, without limitation, the effects of the Nasdaq Reverse Split,

if completed) (a) the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time, plus

(b) the underlying shares of Parent Common Stock in respect of all Parent Options and Parent Warrants that are outstanding immediately

prior to the Effective Time. Parent Outstanding Shares shall not include the total number of shares of Parent Common Stock underlying

Series B Convertible Preferred Stock, including any Series B Converible Prefrred Stock issue to Palladium Capital as the placement

agent, or any shares issuable to Palladium Capital pursuant to that certain M&A Advisory Agreement, dated as of March 2, 2026,

by and between PALLADIUM CAPITAL GROUP, LLC and Parent.

●

“Post-Closing

Parent Shares” mean the quotient determined by dividing (i) the Parent Outstanding Shares by

(ii) the Parent Allocation Percentage.

“FCPA”

means the Foreign Corrupt Practices Act of 1977.

“Governmental

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

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

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

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

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

“Governmental

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

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

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

“Government

Official” means (i) any official, officer, employee, or representative of, or any Person acting in an official capacity for

or on behalf of, any Governmental Authority, (ii) any candidate for political office, or (iii) any political party or party official.

“Hazardous

Materials” means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable

or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject

to regulation, control or remediation under any Environmental Law, including without limitation, crude oil or any fraction thereof, and

petroleum products or by-products.

“Intellectual

Property” means: (a) United States, foreign and international patents, patent applications, including all provisionals, nonprovisionals,

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

term extensions, certificates of invention and the equivalents of any of the foregoing, statutory invention registrations, invention

disclosures and inventions (collectively, “Patents”), (b) trademarks, service marks, trade names, domain names, corporate

names, brand names, URLs, trade dress, logos and other source identifiers, including registrations and applications for registration

thereof and goodwill associated therewith, (c) copyrights, including registrations and applications for registration thereof, (d) software,

including all source code, object code and related documentation, (e) formulae, customer lists, trade secrets, know-how, confidential

information and other proprietary rights and intellectual property, whether patentable or not, and (f) all United States and foreign

rights arising under or associated with any of the foregoing.

“IRS”

means the United States Internal Revenue Service.

“Knowledge”

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

be expected to know such fact in the ordinary course of the performance of such individual’s employment responsibilities, (b) with

respect to Parent, the Knowledge of the individuals listed on Schedule A of the Parent Disclosure Letter as of the date of such

knowledge is imputed, (c) with respect to Company, the Knowledge of the individuals listed on Schedule C of the Company Disclosure

Letter as of the date of such knowledge is imputed, and (d) with respect to any Person that is an Entity (other than Parent or the Company)

the Knowledge of any executive officer of such Person as of the date such knowledge is imputed. With respect to any matters relating

to Intellectual Property, such awareness or reasonable expectation to have knowledge does not require any such individual to conduct

or to have conducted or to obtain or to have obtained opinions of counsel or any Intellectual Property rights clearance searches.

“Law”

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

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

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

Financial Industry Regulatory Authority).

“Legal

Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative

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

court or other Governmental Authority or any arbitrator or arbitration panel.

“Merger

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

“Multiemployer

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

“Multiple

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

of ERISA.

“Multiple

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

of ERISA.

“Nasdaq”

means The Nasdaq Stock Market.

“Nasdaq

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

of maintaining compliance with Nasdaq listing standards.

“Order”

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

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

or Governmental Authority.

“Ordinary

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

business and consistent with its past practice.

“Organizational

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

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

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

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

in each case, as amended or supplemented, and (c) any amendments, amendments and restatements, restatements, or other modifications of

any of the foregoing.

“Parent

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

“Parent

Balance Sheet” means the audited balance sheet of Parent as of December 31, 2025, included in Parent’s Report on Form

10-K for the year ended December 31, 2025, as filed with the SEC.

“Parent

Board” means the board of directors of Parent.

“Parent

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

“Parent

Capitalization Representations” means the representations and warranties of Parent and Merger Sub set forth in Sections

4.6(a) and 4.6(d).

“Parent

Closing Price” means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the

five (5) consecutive trading days ending three (3) trading days immediately prior to the Closing Date as reported by Bloomberg L.P.

“Parent

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

“Parent

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

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

may acquire any right or interest.

“Parent

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

to, or (b) provides benefits under or through, or (c) has any obligation to contribute to or provide benefits under or through, (d) may

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

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

“Parent

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

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

“Parent

IP Rights” means all Intellectual Property owned, licensed or controlled by Parent that is necessary for, or used or held for

use in, the operation of the business of Parent.

“Parent

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

“Parent

Key Employee” means (i) an executive officer of Parent; and (ii) any employee of Parent that reports directly to the Parent

Board or to an executive officer of Parent.

“Parent

Legacy Business” means the business of Parent as conducted at any time prior to the date of this Agreement, including but not

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

“Parent

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

date of determination of the occurrence of the Parent Material Adverse Effect, has or would reasonably be expected to have a material

adverse effect on the business, financial condition, assets, liabilities or results of operations of Parent and its Subsidiaries, taken

as a whole; provided, however, that Effects arising or resulting from the following shall not be taken into account in

determining whether there has been a Parent Material Adverse Effect: (a) the announcement of this Agreement or the pendency of the Contemplated

Transactions, (b) any change in the stock price or trading volume of Parent Common Stock (it being understood, however, that any Effect

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

whether a Parent Material Adverse Effect has occurred, unless such Effects are otherwise excepted from this definition), (c) the taking

of any action, or the failure to take any action, by Parent that is required to comply with the terms of this Agreement, (d) any natural

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

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

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

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

operates; except, in each case with respect to clauses (d), (e) and (f), to the extent materially and disproportionately affecting Parent

or any of its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Parent or any

of its Subsidiaries operates. Notwithstanding the above, a delisting of Parent Common Stock on Nasdaq shall constitute a Parent Material

Adverse Effect, provided that the Company has not refused or unreasonably delayed its consent to reasonable actions by Parent

to maintain the listing of Parent Common Stock on Nasdaq.

“Parent

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

Parent Stock Plan.

“Parent

Preferred Stock” means the shares of Parent’s capital stock designated as preferred stock, par value $0.0001 per share

of Parent.

“Parent

Registered IP” means all Parent IP Rights that are owned or exclusively licensed by Parent that are registered, filed or issued

under the authority of, with or by any Governmental Authority, including all Patents, registered copyrights and registered trademarks

and all applications for any of the foregoing.

“Parent

Restricted Stock Units” means any equity award with respect to Parent Common Stock that represents the right to receive in

the future shares of Parent Common Stock pursuant to any Parent Stock Plan.

“Parent

Stockholder Matters” means, collectively, (i) the issuance of Parent Common Stock in the Merger pursuant to Nasdaq Listing

Rule 5635, (ii) the Parent Charter Amendment, and (iii) the Nasdaq Reverse Split (to the extent applicable and deemed necessary by Parent

and the Company).

“Parent

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

by Parent’s stockholders and subject to Section 6.3(c): (a) Parent shall have failed to include in the Proxy Statement the

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

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

into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality

Agreement permitted pursuant to Section 5.4).

“Parent

Warrant” means any warrant to purchase shares of Parent Common Stock.

“Party”

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

“Permitted

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

constitutes a Superior Offer.

“Permitted

Encumbrance” means (a) any statutory liens for current Taxes not yet due and payable or for Taxes that are being contested

in good faith by the appropriate proceedings and for which adequate reserves have been made on the Company Audited Financial Statements

or the Parent Balance Sheet, as applicable, in accordance with GAAP, (b) minor non-monetary liens that have arisen in the Ordinary Course

of Business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially

impair the operations of the Company or Parent, as applicable, (c) statutory liens to secure obligations to landlords, lessors or renters

under leases or rental agreements, (d) deposits or pledges made in connection with, or to secure payment of, workers’ compensation,

unemployment insurance or similar programs mandated by Law, (e) statutory liens in favor of carriers, warehousemen, mechanics and materialmen,

to secure claims for labor, materials or supplies for amounts that are not yet due and payable, (f) liens arising under applicable securities

Law, (g) zoning, building codes, land use restrictions and other similar governmental regulations affecting real property that do not

materially interfere with the current use of such real property, (h) easements, covenants, conditions, restrictions, rights of way, and

other similar matters of record affecting real property that do not materially impair the use or occupancy of such real property in the

operation of the business conducted thereon, (i) non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business,

(j) Encumbrances arising under this Agreement and (k) any Lien disclosed on Section 1.1(k) of the Company Disclosure Letter.

“Person”

means any individual, Entity or Governmental Authority.

“Personal

Information” means any data or information that constitutes “personal information,” “personal data,”

“personally identifiable information,” “protected health information,” or any analogous term under applicable

Law, including any such information that identifies, relates to, describes, is linked to, is reasonably capable of being associated with,

or could reasonably be linked, directly or indirectly, with any identified or identifiable individual or household.

“Privacy

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

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

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

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

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

protection authorities, including HIPAA, Section 5 of the Federal Trade Commission Act, the Telephone Consumer Protection Act and U.S.

state consumer protection and data breach notification Laws, and (b) any legally binding requirements of any self-regulatory organizations

governing data privacy, data protection, data security, trans-border data flow, data loss, data theft, breach notification, data localization,

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

use, maintenance, storage, disclosure, transfer, or other processing of Personal Information.

“Representatives”

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

advisors and other representatives.

“Sanctioned

Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions (including, without

limitation, as of the date of this Agreement, Cuba, Iran, North Korea, and Russia, and the Crimea, Donetsk, Luhansk, Zaporizhzhia and

Kherson regions of Ukraine).

“Sanctioned

Person” means (a) any Person that is listed in any Sanctions-related list of designated Persons maintained by the Office of

Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United

Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) any Person located,

organized, or resident in a Sanctioned Country; (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any

Person 50% or more owned or controlled by any such Person or Persons or acting for or on behalf of such Person or Persons.

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,

including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union,

any European Union member state or His Majesty’s Treasury of the United Kingdom.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002.

“SEC”

means the United States Securities and Exchange Commission.

“Securities

Act” means the Securities Act of 1933, as amended.

“Subsidiary”

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

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

of the members of such Entity’s board of directors or other governing body or (b) at least 50% of the outstanding equity, voting,

beneficial or financial interests in such Entity.

“Superior

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

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

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

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

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

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

or the Company’s stockholders, as applicable, than the terms of the Contemplated Transactions, (c) with respect to which any required

financing is fully committed pursuant to customary debt or equity commitment letters that contain only customary conditions, or is reasonably

capable of being obtained on a timely basis and (d) is reasonably capable of being completed on the terms proposed.

“Tax”

means any U.S. federal, state, local, foreign or other tax, including any income tax, franchise tax, capital gains tax, gross receipts

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

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

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

tariff, impost, obligation or assessment in the nature of a tax (whether imposed directly or through withholding and whether or not disputed),

and including any fine, penalty, addition to tax, interest or additional amount imposed by a Governmental Authority with respect thereto

(or attributable to the nonpayment thereof).

“Tax

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

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

filed or required to be filed with any Governmental Authority (or provided to a payee) in connection with the determination, assessment,

collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law

relating to any Tax.

“Trade

Control Laws” means, to the extent applicable, (a) the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency

Economic Powers Act (50 U.S.C. §§ 1701–1706), Section 999 of the Internal Revenue Code, the U.S. customs laws at Title

19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations

(22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19

C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30); and (b) similar export control, import, and antiboycott laws

and regulations imposed, administered or enforced by the United Kingdom or the European Union, except to the extent inconsistent with

U.S. law.

“Treasury

Regulations” means the United States Treasury regulations promulgated under the Code.

(b)

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

Terms

Section

Agreement

Preamble

Allocation

Certificate

6.16

Assumed

Option

6.5(a)

Assumed

Warrant

6.5(b)

Capitalization

Date

4.6(a)

Certificate

of Merger

2.3

Certifications

4.7(a)

Closing

2.3

Closing

Date

2.3

Company

Preamble

Company

409A Plan

3.18(i)

Company

Audited Financial Statements

6.1(e)

Company

Board Adverse Recommendation Change

6.2(d)

Company

Board Recommendation

6.2(c)

Company

Disclosure Letter

3.8(a)

Company

Gross Cash

8.6

Company

Interim Financial Statements

6.1(e)

Company

Intervening Event

6.2(d)

Company

Material Contract

3.14(a)

Company

Material Contracts

3.14(a)

Company

Permits

3.15(b)

Company

Product Candidates

3.15(d)

Company

Real Estate Leases

3.12

Company

Regulatory Permits

3.15(d)

Company

Required S-4 Information

6.1(d)

Company

Stock Certificates

2.7(b)

Company

Stockholder Support Agreement

Recital

Company

Stockholder Written Consents

6.2(a)

Costs

6.7(a)

D&O

Indemnified Parties

6.7(a)

D&O

Tail Policy

6.7(a)

Dissenting

2.11(a)

DPA

9.5

Drug/Device

Regulatory Agency

3.15(b)

Effective

Time

2.3

Employment-Related

Laws

3.18(j)

End

Date

10.1(b)

Exchange

Agent

2.7(a)

Fairness

Opinion

4.3

FDA

3.15(b)

FDCA

3.15(c)

Form

S-4

6.1(a)

GAAP

3.8(a)

Initial

Financial Delivery Period

6.1(e)

Intended

Tax Treatment

2.9

Systems

4.23(b)

Liability

3.10

Lock-Up

Agreement

Recital

Lock-Up

Agreements

Recital

Merger

Recital

Merger

Consideration

2.5(a)(ii)

Merger

Sub

Preamble

Nasdaq

Listing Application

6.9

Notice

Period

6.2(d)

Ordinary

Course Agreement

3.17(g)

Parent

Preamble

Parent

409A Plan

4.17(j)

Parent

Balance Sheet Date

4.9

Parent

Board Adverse Recommendation Change

6.3(c)

Parent

Board Recommendation

6.3(a)

Parent

Disclosure Letter

Section

Parent

Grant Date

4.6(f)

Parent

Intervening Event

6.3(c)

Parent

Listing Transaction

6.9

Parent

Material Contract

4.13(a)

Parent

Material Contracts

4.13(a)

Parent

Notice Period

6.3(c)

Parent

Permits

4.14(b)

Parent

Product Candidates

4.14(d)

Parent

Real Estate Leases

4.11

Parent

Regulatory Permits

4.14(d)

Parent

SEC Documents

4.7(a)

Parent

Stock Plan

4.6(c)

Parent

Stockholder Matters

6.3(a)

Parent

Stockholder Meeting

6.3(a)

PHSA

3.15(c)

Post-Closing

Welfare Plan

6.6(b)

Pre-Closing

Period

5.1(a)

Privacy

Policies

4.23(a)

Proxy

Statement

6.1(a)

Registration

Statement

6.1(a)

Required

Company Stockholder Vote

3.4

Required

Parent Stockholder Vote

4.4

SEC

Documents

6.17

Seno

Recitals

Service

Provider Grants

3.6(d)

Stockholder

Notice

6.2(b)

Surviving

Corporation

2.1

Tax

Certificates

6.11(c)

Transaction

Litigation

6.4(c)

WARN

Act

3.18(j)

1.2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of the interpretation of this Agreement, but only Exhibit C (including Exhibit A to such Exhibit) is incorporated by reference and made

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

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

modified, re-enacted thereof, substituted, from time to time. References to “$” and “dollars” are to the currency

of the United States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made,

in accordance with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified,

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

indicated as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending

of time periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the

time at which a thing, occurrence or event shall begin or end shall be deemed to occur in the Eastern time zone of the United States.

The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not

be applied in the construction or interpretation of this Agreement. The Parties agree that the Company Disclosure Letter or Parent Disclosure

Letter shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in

Section 3 or Section 4, respectively. Any reference to or in a particular section of the Company or Parent Disclosure Letter

shall be deemed to be an exception to the representations and warranties of the Company or Parent (as applicable) that are contained

in the corresponding Section of this Agreement. The disclosures in any section or subsection of the Company Disclosure Letter or the

Parent Disclosure Letter shall qualify other sections and subsections in Section 3 or Section 4, respectively, to the extent

it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections, whether

or not an explicit reference or cross-reference is made. The words “delivered” or “made available” mean, with

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

a copy of such material has been (a) posted to and continuously made available by a Party to the other Party and its Representatives

in the electronic data room maintained by such disclosing Party for the purposes of the Contemplated Transactions or (b) delivered by

or on behalf of a Party or its Representatives to the other Party or its Representatives via electronic mail or in hard copy form prior

to the execution of this Agreement.

Section

2. Description of Transaction

2.1

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

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

corporation in the Merger (the “Surviving Corporation”).

2.2

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

the DGCL. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent.

2.3

Closing; Effective Time. Unless this Agreement is earlier terminated pursuant to the provisions of Section 10.1,

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

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

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

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

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

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

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

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

attached hereto as Exhibit C and incorporated herein by reference (the “Certificate of Merger”). The Merger

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

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

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

2.4

Organizational Documents; Directors and Officers.

(a)

Prior to the Effective Time, Parent will file the Parent Charter Amendment with the office of the Secretary of State of the State of

Delaware.

(b)

At the Effective Time:

(i)

The certificate of incorporation of the Surviving Corporation shall be amended and restated in the Merger to read as set forth on Exhibit

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

(ii)

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

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

(iii)

Provided, however, that following the Effective Time (but as soon thereafter as practicable), the certificate of incorporation shall

be amended to change the name of the Surviving Corporation to “EOS SENOLYTIX OPCO, INC.,” and make such other changes as

are mutually agreed to by Parent and the Company,

(iv)

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

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

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

SENOLYTIX, INC.”, (ii) effect the Nasdaq Reverse Split (to the extent applicable and necessary), (iii) increase the number of shares

of Parent Common Stock that Parent is authorized to issue to a number mutually agreed between Parent and the Company, and (iv) make such

other changes as are mutually agreeable to Parent and the Company (such amendment, the “Parent Charter Amendment”);

(v)

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

be as set forth in Section 6.13; and

(vi)

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

bylaws of Merger Sub, shall be as set forth in Section 6.13 after giving effect to the provisions of Section 6.13, or such

other persons as shall be mutually agreed upon by Parent and the Company.

2.5

Conversion of Company and Merger Sub Equity Securities.

(a)

At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder

of the Company or Parent:

(i)

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

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

(ii)

subject to Section 2.5(c), each share of Company Capital Stock outstanding immediately prior to the Effective Time (excluding

(x) shares of Company Capital Stock to be canceled pursuant to Section 2.5(a)(i), and (y) Dissenting Shares) shall be converted

solely into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio; and

(iii)

subject to Section 2.5(c), each Company Convertible Note that is outstanding and unconverted as of immediately prior to the Effective

Time shall be converted solely into the right to receive a number of shares of Parent Common Stock equal to (x) the number of Company

Capital Stock that the holder of such Company Convertible Note would have been entitled to had the Company Convertible Note converted

into Company Capital Stock prior to the Effective Time, multiplied by (y) the Exchange Ratio.

(b)

If any shares of Company Capital Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase

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

then the shares of Parent Capital Stock issued in exchange for such shares of Company Capital Stock will to the same extent be unvested

and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Capital Stock shall accordingly be marked

with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time,

Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or

other agreement.

(c)

No fractional shares of Parent Capital Stock shall be issued in connection with the Merger, and no certificates or scrip for any such

fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share

of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall receive from Parent,

in lieu of such fractional share and upon surrender by such holder of a letter of transmittal in accordance with Section 2.7(b)

and any accompanying documents as required therein: (i) one share of Parent Common Stock if the aggregate amount of fractional shares

of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares

of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would

otherwise be entitled to is less than 0.50, with no cash being paid for any fractional share eliminated by such rounding.

(d)

Each share of common stock, $0.00001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time

shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per

share, of the Surviving Corporation. Each book entry share of Merger Sub evidencing ownership of any such shares shall, as of the Effective

Time, evidence ownership of such shares of common stock of the Surviving Corporation.

(e)

If, between the date of this Agreement and the Effective Time, the outstanding Company Capital Stock or Parent Capital Stock shall have

been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision,

reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken

into account in calculating the Exchange Ratio), combination or exchange of shares or other like change, the Exchange Ratio shall, to

the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital

Stock, Company Options and Parent Capital Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend,

subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however,

that nothing herein will be construed to permit the Company or Parent to take any action with respect to Company Capital Stock or Parent

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

2.6

Closing of the Company’s Transfer Books. At the Effective Time: (a) all Company Capital Stock outstanding immediately

prior to the Effective Time shall be treated in accordance with Section 2.5(a), and all holders of certificates representing Company

Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company

and (b) the stock transfer books of the Company shall be closed with respect to all Company Capital Stock outstanding immediately prior

to the Effective Time. No further transfer of any such Company Capital Stock shall be made on such stock transfer books after the Effective

Time.

2.7

Surrender of Company Capital Stock.

(a)

Prior to the Closing Date, Parent and the Company shall jointly select a reputable bank, transfer agent or trust company to act as exchange

agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence

of book-entry shares representing the shares of Parent Capital Stock issuable pursuant to Section 2.5(a) in exchange for Company

Capital Stock.

(b)

Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares

of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary

form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of physical stock

certificates representing shares of Company Capital Stock (the “Company Stock Certificates”) shall be effected, and

risk of loss and title shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent) and (ii) instructions

for effecting the surrender of Company Stock Certificates, or uncertificated shares of Company Capital Stock, in exchange for book-entry

shares of Parent Capital Stock. Upon surrender of a Company Stock Certificate or other reasonable evidence of the ownership of uncertificated

Company Capital Stock to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents

as may be reasonably required by the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate or uncertificated shares

of Company Capital Stock shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in

a number of whole shares of Parent Capital Stock) that such holder has the right to receive pursuant to the provisions of Section

2.5(a) and Section 2.5(c) and (B) the Company Stock Certificate or uncertificated shares of Company Capital Stock so surrendered

shall be canceled. Until surrendered as contemplated by this Section 2.7(b), each Company Stock Certificate or uncertificated

shares of Company Capital Stock shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry

shares of Parent Capital Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or

destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any shares of Parent Capital Stock, require

the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company

Stock Certificate and post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company

Stock Certificate or any Parent Capital Stock issued in exchange therefor as Parent may reasonably request.

(c)

No dividends or other distributions declared or made with respect to Parent Capital Stock with a record date after the Effective Time

shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Capital Stock that such

holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or uncertificated shares of

Company Capital Stock or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 2.7 (at

which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive

all such dividends and distributions, without interest).

(d)

Any shares of Parent Capital Stock deposited with the Exchange Agent that remain undistributed to holders of Company Stock Certificates

as of the date that is 180 days after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates

who have not theretofore surrendered their Company Stock Certificates or uncertificated shares of Company Capital Stock in accordance

with this Section 2.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Capital Stock and any dividends

or distributions with respect to shares of Parent Capital Stock.

(e)

No Person shall be liable to any holder of any Company Stock Certificate or uncertificated shares of Company Capital Stock or to any

other Person with respect to any shares of Parent Capital Stock (or dividends or distributions with respect thereto) or for any cash

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

2.8

Further Action. If, at any time after the Effective Time, any further action is determined by the Surviving Corporation

to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title

and possession of and to all rights and property of the Company, then the officers and directors of the Surviving Corporation shall be

fully authorized, and shall use their and its commercially reasonable efforts (in the name of the Company, in the name of Merger Sub,

in the name of the Surviving Corporation and otherwise) to take such action.

2.9

Intended Tax Treatment. The Parties acknowledge and agree that, for U.S. federal (and applicable state and local) income

Tax purposes, the Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code (the “Intended

Tax Treatment”). The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury

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

2.10

Withholding. Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold

from any consideration deliverable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld from

such consideration under applicable Law; provided that the Exchange Agent, Parent and the Surviving Corporation shall, other than

with respect to amounts that are taxable as wages, use commercially reasonable efforts to promptly notify such Persons of any intention

to withhold any portion of such consideration and cooperate with such Persons to reduce or eliminate any such withholding to the extent

permitted by applicable Law. To the extent such amounts are so deducted or withheld and remitted to the appropriate Governmental Authority,

such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise

have been paid. All payments made under this agreement that constitute compensation to employees for services for Tax purposes shall

be made through the payroll of the Surviving Corporation or Parent, as applicable.

2.11

Appraisal Rights.

(a)

Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior

to the Effective Time and which are held by stockholders or owned by beneficial owners who have exercised and perfected appraisal rights

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

not be converted into or represent the right to receive the Merger Consideration described in Section 2.5 attributable to such

Dissenting Shares. Such stockholders or beneficial owners shall be entitled to receive payment of the fair value of such shares of Company

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

withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders or owned by beneficial owners

who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital

Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to

have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest, attributable

to such Dissenting Shares upon their surrender in the manner provided in Sections 2.5 and 2.7.

(b)

The Company shall give Parent prompt written notice of any demands by dissenting stockholders or beneficial owners received by the Company,

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

connection with such demands, and Parent shall have the right to be reasonably informed of material negotiations and proceedings with

respect to such demands.

Section

3. Representations and Warranties of the Company.

Except

as set forth in the written disclosure document delivered by the Company to Parent (the “Company Disclosure Letter”)

concurrently with the execution of this Agreement, the Company represents and warrants to Parent and Merger Sub as follows:

3.1

Due Organization; Subsidiaries.

(a)

The Company and each of its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing

and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary power and authority:

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

and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to perform its obligations

under all Contracts by which it is bound.

(b)

The Company and each of its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable

in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently

being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually

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

(c)

The Company has no Subsidiaries except as set forth on Section 3.1(c) of the Company Disclosure Letter. The Company is not and

has never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business

entity. The Company has not agreed 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. The Company has not, 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. The Company has delivered to Parent accurate and complete copies of the Organizational Documents

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

3.3

Authority; Binding Nature of Agreement. The Company has all necessary corporate power and authority to enter into

and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined

that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved

and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject

to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve

the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization,

execution and delivery by Parent and Merger Sub constitutes the legal, valid and binding obligation of the Company, enforceable against

the Company in accordance with its terms, subject to the Enforceability Exceptions.

3.4

Vote Required. The affirmative vote (or written consent) of a majority of the votes (taking into account the relative voting

preferences of the Company Class A Common Stock and the Company Class B Common Stock) entitled to be cast by the holders of the Company

Common Stock (collectively, the “Required Company Stockholder Vote”) is the only vote of the holders of any class

or series of Company Capital Stock necessary to adopt and approve this Agreement and approve the Contemplated Transactions.

3.5

Non-Contravention; Consents.

(a)

Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither

(x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions,

will directly or indirectly (with or without notice or lapse of time):

(i)

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

(ii)

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

the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order by which the Company, or any

of the assets owned or used by the Company, is subject;

(iii)

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

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

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

(iv)

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

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

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

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

except in the case of any nonmaterial breach, default, penalty or modification; or

(v)

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

Encumbrances).

(b)

Except for (i) the Required Company Stockholder Vote, (ii) the filing of the Certificate of Merger with the Secretary of State of the

State of Delaware pursuant to the DGCL and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations

and filings as may be required under applicable federal and state securities laws, the Company was not, is not, nor will be required

to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery

or performance of this Agreement or (y) the consummation of the Contemplated Transactions.

(c)

No state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Company Stockholder Support

Agreements or any of the Contemplated Transactions.

3.6

Capitalization.

(a)

As of the date hereof, the authorized capital stock of the Company consists of (i) 7,000,000 shares of Company Common Stock of which

6,000,000 have been designated Company Class A Common Stock, of which 4,000,000 have been issued and are outstanding, and of which 1,000,000

have been designated Company Class B Common Stock, 1,000,000 of which have been issued and are outstanding, and (ii) 1,000 shares of

Company Preferred Stock, of which, as of the date hereof, of which 0 have been issued and are outstanding. The Company does not hold

any shares of its capital stock in its treasury.

(b)

All of the outstanding Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are

free of any Encumbrances other than Encumbrances set forth in the Organizational Documents of the Company or under applicable securities

Laws. None of the outstanding Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of

maintenance or any similar right and none of the outstanding Company Capital Stock is subject to any right of first refusal in favor

of the Company. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting

any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any

Company Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated,

to repurchase, redeem or otherwise acquire any outstanding Company Capital Stock or other securities. Section 3.6(b) of the Company

Disclosure Letter sets forth all repurchase rights held by the Company with respect to Company Capital Stock (including shares issued

pursuant to the exercise of stock options).

(c)

Except for the Company Equity Incentive Plan, the CEO RSUs, or as set forth on Section 3.6(c) of the Company Disclosure Letter,

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

for any Person. Except with respect to the CEO RSUs, Section 3.6(c) of the Company Disclosure Letter sets forth the following

information with respect to each Company Option outstanding as of the date hereof: (i) the name of the holder, (ii) the number of shares

of Company Common Stock subject to such Company Option as of the date hereof, (iii) the exercise price of such Company Option, (iv) the

grant date of such Company Option, (v) the vesting commencement date of such Company Option, (vi) the applicable vesting schedule, (vii)

the date on which such Company Option expires, if any, and (viii) whether such Company Option is intended to be an “incentive stock

option” (as defined in the Code) or a nonqualified stock option. The Company has made available to Parent accurate and complete

copies of equity incentive plans pursuant to which the Company has equity-based awards, the forms of all award agreements evidencing

such equity-based awards and evidence of board and stockholder approval of the Company Equity Incentive Plan, any amendments thereto

and any awards granted thereunder.

(d)

Except for the CEO RSUs, outstanding Company Options or any other equity awards issued under the Company Equity Incentive Plan (including

any shares of Company Common Stock issuable upon the exercise of such Company Options or other equity awards) to non-employee directors,

employees, consultants or other service providers following the date hereof but prior to the Closing (collectively, the “Service

Provider Grants”), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable)

to acquire any Company Capital Stock or other securities of the Company, (ii) outstanding security, instrument or obligation that is

or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company, (iii) stockholder

rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become

obligated to sell or otherwise issue any Company Capital Stock or any other securities or (iv) condition or circumstance that may give

rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive

any shares of capital stock or other securities of the Company. There are no outstanding or authorized stock appreciation, phantom stock,

profit participation or other similar rights with respect to the Company.

(e)

All outstanding Company Capital Stock, Company Options and other securities of the Company have been issued and granted in compliance

in all material respects with (i) all applicable securities laws and other applicable Law and (ii) all requirements set forth in applicable

Contracts.

(f)

The Company Capital Stock are uncertificated.

(g)

With respect to Company Options granted pursuant to the Company Equity Incentive Plan, (i) each grant of a Company Option was duly authorized

no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Grant Date”)

by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee

thereof) or duly authorized officer and any required stockholder approval by the necessary number of votes or written consents, (ii)

each Company Option grant was made in accordance with the terms of the Company Equity Incentive Plan pursuant to which it was granted

and all other applicable Law and regulatory rules or requirements, and (iii) the per share exercise price of each Company Option was

not less than the fair market value of a share of Company Common Stock on the applicable Company Grant Date.

3.7

Indebtedness.

(a)

As of the date hereof and as of the Closing, except at set forth on Section 3.7(a) of the Company Disclosure Letter, Company does

not have any outstanding (a) indebtedness for borrowed money (including intercompany debt), (b) obligations evidenced by bonds, debentures,

notes or other similar instruments, (c) obligations under any interest rate, currency or other hedging agreement, (d) capital lease obligations,

(e) obligations for the deferred purchase price of property, goods or services (other than trade payables or accrued expenses incurred

in the Ordinary Course of Business), (f) conditional sale or other title retention agreements, (g) obligations secured by an Encumbrance

on Company’s assets, whether or not such obligations have been assumed, or (h) guarantees of any of the foregoing.

3.8

Financial Statements.

(a)

The Company Audited Financial Statements, when delivered, (i) will be prepared in accordance with United States generally accepted accounting

principles (“GAAP”) (except that the Company Audited Financial Statements may not have notes thereto and other presentation

items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be

material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (ii) 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)

There have not been, and currently are not, 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.

(c)

There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with,

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

or any committee thereof. Neither the Company nor its independent auditors have identified (i) any significant deficiency or material

weakness in the design or operation of the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or

not material, that involves the Company, the Company’s management or other employees who have a role in the preparation of financial

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

3.9

Absence of Changes. Except as set forth on Section 3.9 of the Company Disclosure Letter, since the Company Balance

Sheet Date and the date of this Agreement, the Company and its Subsidiaries have, in all material respects, conducted their business

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

and transactions related thereto) and there has not been any (a) Company Material Adverse Effect or (b) action, event or occurrence that

would have required consent of Parent pursuant to Section 5.2(b) of this Agreement had such action, event or occurrence taken

place after the execution and delivery of this Agreement.

3.10

Absence of Undisclosed Liabilities. Since the Company Balance Sheet Date, neither the Company nor any of its Subsidiaries

has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any kind, whether accrued, absolute,

contingent, matured, unmatured or otherwise (each a “Liability”), except for: (a) Liabilities disclosed, reflected

or reserved against in the Company Audited Financial Statements, (b) normal and recurring current Liabilities that have been incurred

by the Company since the Company Balance Sheet Date in the Ordinary Course of Business (none of which relates to any breach of contract,

breach of warranty, tort, infringement or violation of Law), (c) Liabilities for performance of obligations of the Company under Company

Contracts, (d) Liabilities incurred in connection with the Contemplated Transactions, (e) Liabilities described in Section 3.10

of the Company Disclosure Letter and (f) those Liabilities that are not material to the Company.

3.11

Title to Assets. Except with respect to commercial-off-the-shelf software and software licenses or as would not be material

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

in, all tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned

by it, including: (a) all tangible assets reflected on the Company Audited Financial Statements and (b) all other tangible assets reflected

in the books and records of the Company as being owned by the Company. All of such assets are owned or, in the case of leased assets,

leased by the Company free and clear of any Encumbrances, other than Permitted Encumbrances.

3.12

Real Property; Leasehold. The Company does not own and has never owned any real property, nor is the Company party to any

agreement to purchase or sell any real property. The Company has made available to Parent (a) an accurate and complete list of all real

properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate

that is in the possession of or leased by the Company and (b) copies of all leases under which any such real property is possessed (the

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

to the Company’s Knowledge.

3.13

Intellectual Property.

(a)

Section 3.13(a) of the Company Disclosure Letter sets forth, in all material respects, an accurate, true and complete listing

of all Company Registered IP as of the date hereof.

(b)

Section 3.13(b) of the Company Disclosure Letter accurately identifies (i) all Company Contracts pursuant to which any Company

IP Rights are licensed to the Company (other than (A) any non-customized software that (1) is so licensed solely in executable or object

code form pursuant to a nonexclusive, internal use software license and other Intellectual Property associated with such software and

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

services, (B) any Intellectual Property licensed on a nonexclusive basis ancillary to the purchase or use of services, equipment, reagents

or other materials, (C) any confidential information provided under confidentiality agreements and (D) agreements between Company and

its employees in Company’s standard form thereof) and (ii) whether the license or licenses granted to the Company are exclusive

or nonexclusive.

(c)

Section 3.13(c) of the Company Disclosure Letter accurately identifies, in all material respects each Company Contract pursuant

to which any Person has been granted any license or covenant not to sue under, or otherwise has received or acquired any right (whether

or not currently exercisable) or interest in, any Company IP Rights (other than (i) any confidential information provided under confidentiality

agreements and (ii) any Company IP Rights nonexclusively licensed to academic collaborators, suppliers or service providers for the sole

purpose of enabling such academic collaborator, supplier or service providers to provide services for the Company’s benefit).

(d)

The Company is not bound by, and no Company IP Rights are subject to, any Contract containing any covenant or other provision that in

any way limits or restricts the ability of the Company to use, exploit, assert or enforce any Company IP Rights anywhere in the world.

(e)

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

the Company, or co-owned rights each as identified in Section 3.13(e) of the Company Disclosure Letter, (ii) any non-customized

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

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

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

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

than Permitted Encumbrances). Without limiting the generality of the foregoing, and except as set forth on Section 3.13(e) of

the Company Disclosure Letter:

(i)

All documents and instruments necessary to register or apply for or renew registration of Company Registered IP have been validly executed,

delivered and filed in a timely manner with the appropriate Governmental Authority.

(ii)

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

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

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

(iii)

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

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

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

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

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

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

(iv)

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

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

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

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

IP Rights as of the date of this Agreement.

(v)

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

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

(vi)

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

IP Rights to any other Person since the Company Balance Sheet Date.

(f)

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

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

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

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

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

(g)

To the Knowledge of the Company, (i) the manufacture, marketing, offering for sale, sale, importation, use or intended use or other disposal

of any product as currently sold or under development by the Company does not violate any license or agreement between the Company and

any third party in any material respect, and does not infringe or misappropriate any valid and issued Patent right or other Intellectual

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

Effect, and (ii) no third party is infringing upon any Patents owned by Company within the Company IP Rights, or otherwise violating

any Company IP Rights Agreement.

(h)

As of the date of this Agreement, Company is not a party to any Legal Proceeding (including, but not limited to, opposition, interference

or other proceeding in any patent or other government office) contesting the validity, enforceability, claim construction, ownership

or right to use, sell, offer for sale, license or dispose of any Company IP Rights. The Company has not received any written notice asserting

that any Company IP Rights or the proposed use, sale, offer for sale, license or disposition of products, methods or processes claimed

or covered thereunder infringes or misappropriates or violates the rights of any other Person or that the Company has otherwise infringed,

misappropriated or otherwise violated any Intellectual Property of any Person. None of the Company IP Rights is subject to any outstanding

order of, judgment of, decree of or agreement with any Governmental Authority that limits the ability of the Company to exploit any Company

IP Rights in any material respect.

(i)

To the Knowledge of the Company, each item of Company Registered IP is and at all times has been filed and maintained in compliance in

all material respects with all applicable Law and all filings, payments and other actions required to be made or taken to maintain such

item of Company Registered IP in full force and effect have been made by the applicable deadline. To the Knowledge of the Company, all

Company Registered IP that is issued or granted is valid and enforceable.

(j)

To the Knowledge of the Company, except as set forth on Section 3.13(j) of the Company Disclosure Letter, no trademark (whether

registered or unregistered) or trade name owned, used or applied for by the Company conflicts or interferes with any trademark (whether

registered or unregistered) or trade name owned, used or applied for by any other Person, except as would not have a Company Material

Adverse Effect. None of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company

has or purports to have an ownership interest has been impaired as determined by the Company in accordance with GAAP.

(k)

Except as (i) set forth in Sections 3.13(b), 3.13(c) or 3.13(k) of the Company Disclosure Letter, (ii) as contained in

“off-the-shelf” license agreements entered into in the Ordinary Course of Business by the Company, or (iii) as would not

be material to the Company, taken as a whole, (A) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse

any other Person with respect to any Intellectual Property infringement, misappropriation, or similar claim which is material to the

Company taken as a whole and (B) the Company has never assumed, or agreed to discharge or otherwise take responsibility for, any existing

or potential liability of another Person for infringement, misappropriation, or violation of any Intellectual Property right, which assumption,

agreement or responsibility remains in force as of the date of this Agreement.

(l)

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

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

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

or license or enforce any Company IP Rights or portion thereof, except for the occurrence of any such grant or impairment that would

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

3.14

Agreements, Contracts and Commitments.

(a)

Section 3.14(a) of the Company Disclosure Letter lists the following Company Contracts in effect as of the date of this Agreement

(each, a “Company Material Contract” and collectively, the “Company Material Contracts”):

(i)

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

(ii)

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

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

(B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision, in each case other than

Company Contracts that may be cancelled without any liability to the Company or its Subsidiaries upon notice of sixty (60) days or less;

(iii)

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

pursuant to which the Company granted any Person an exclusive license under any Company IP Rights;

(iv)

each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000

pursuant to its express terms and not cancelable without penalty;

(v)

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

its Subsidiaries, or of a product;

(vi)

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

case, involving payments in excess of $100,000 after the date of this Agreement;

(vii)

other than any Company Contract pertaining to Company Investor Financing, each Company Contract relating to any mortgages, indentures,

loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension

of credit in excess of $100,000 or creating any material Encumbrances with respect to any assets of the Company or any loans or debt

obligations with officers or directors of the Company;

(viii)

each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $100,000 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, (C) any dealer, distributor, joint marketing, alliance, joint venture,

cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or market

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

Property that will not be owned, in whole or in part, by the Company or (D) any Contract to license any patent, trademark registration,

service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service

or technology of the Company or any Contract to sell, distribute or commercialize any products or service of the Company, in each case,

except for Company Contracts entered into in the Ordinary Course of Business;

(ix)

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

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

this Agreement in excess of $100,000 pursuant to its express terms;

(x)

each Company Contract to which the Company is a party or by which any of its assets and properties is currently bound, which involves

annual obligations of payments by, or annual payments to, the Company in excess of $100,000;

(xi)

each Company Contract entered into in settlement of any Legal Proceeding or other dispute pursuant to which the Company or any of its

Subsidiaries has outstanding obligations to pay consideration in excess of $100,000;

(xii)

any other Company Contract that is not terminable at will within sixty (60) days’ notice (with no penalty or payment) by the Company,

and (A) which involves payment or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment

of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate or (B)

that is material to the business or operations of the Company taken as a whole; or

(xiii)

Company Real Estate Leases.

(b)

The Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments

thereto, in each case to the extent in effect as of the date of this Agreement. To the Company’s Knowledge, there are no Company

Material Contracts that are not in written form. The Company has not, nor to the Company’s Knowledge, as of the date of this Agreement

has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it breached, violated

or defaulted under, any of the terms or conditions of any Company Material Contract in such a manner, and, if such Company Material Contract

provides for a cure period, the Company or such other party fails to have cured such breach, violation or default, so that any other

party or the Company, as the case may be, is permitted to modify, cancel or terminate any such Company Material Contract, or would permit

any other party to seek damages which would reasonably be expected to have a Company Material Adverse Effect. As to the Company, as of

the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the

Enforceability Exceptions. As of the date of this Agreement, no Person is renegotiating, or has a right pursuant to the terms of any

Company Material Contract to change, any material amount paid or payable to the Company under any Company Material Contract or any other

material term or provision of any Company Material Contract.

3.15

Compliance; Permits; Restrictions.

(a)

The Company is, and has been in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order

or other Legal Proceeding or action by any Governmental Authority is pending or, to the Knowledge of the Company, threatened against

the Company. There is no agreement or Order binding upon the Company which (i) has or would reasonably be expected to have the effect

of prohibiting or materially impairing any business practice of the Company, any acquisition of material property by the Company or the

conduct of business by the Company as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s

ability to comply with or perform any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of

preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

(b)

Except for matters regarding the U.S. Food and Drug Administration (or any successor agency thereto) (“FDA”) or other

comparable Governmental Authority responsible for regulation of the development, testing, manufacturing, processing, storage, labeling,

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

Agency”), the Company holds all required Governmental Authorizations that are material to the operation of the business of

the Company as currently conducted (the “Company Permits”). Section 3.15(b) of the Company Disclosure Letter

identifies each Company Permit. The Company is in material compliance with the terms of the Company Permits. No Legal Proceeding is pending

or, to the Knowledge of the Company, threatened, which seeks to revoke, substantially limit, suspend or materially modify any Company

Permit. The rights and benefits of each Company Permit will be available to the Surviving Corporation or its Subsidiaries, as applicable,

immediately after the Effective Time on terms substantially identical to those enjoyed by the Company as of the date of this Agreement

and immediately prior to the Effective Time.

(c)

There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened with respect to an alleged violation by the Company

of the Federal Food, Drug, and Cosmetic Act (“FDCA”), the Public Health Service Act (“PHSA”), FDA

regulations adopted thereunder, the Controlled Substances Act or any other similar Law promulgated by a Drug/Device Regulatory Agency.

(d)

The Company holds all required Governmental Authorizations issuable by any Drug/Device Regulatory Agency necessary for the conduct of

the business of the Company as currently conducted, and the development, testing, manufacturing, processing, storage, labeling, sale,

marketing, advertising, distribution and importation or exportation, as currently conducted, of any of its products or product candidates

(the “Company Product Candidates”) (collectively, the “Company Regulatory Permits”) and no such

Company Regulatory Permit has been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any adverse manner,

other than immaterial adverse modifications. Section 3.15(d) of the Company Disclosure Letter identifies each Company Regulatory

Permit. The Company has timely maintained and is in compliance in all material respects with the Company Regulatory Permits and has not

received any written notice or correspondence or, to the Knowledge of the Company, other communication from any Drug/Device Regulatory

Agency regarding (A) any material violation of or failure to comply materially with any term or requirement of any Company Regulatory

Permit or (B) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Regulatory Permit.

The Company has made available to Parent all information requested by Parent in the Company’s possession or control relating to

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

distribution and importation or exportation of the Company Product Candidates, including but not limited to complete copies of the following

(to the extent there are any): (x) adverse event reports; preclinical, clinical and other study reports and material study data; inspection

reports, notices of adverse findings, untitled letters, warning letters, filings and letters and other written correspondence to and

from any Drug/Device Regulatory Agency; and meeting minutes with any Drug/Device Regulatory Agency and (y) similar reports, material

study data, notices, letters, filings, correspondence and meeting minutes with any other Governmental Authority. All such information

is accurate and complete in all material respects.

(e)

All clinical, preclinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company, or in which the Company

or its current products or product candidates, including the Company Product Candidates, have participated, were, and, if still pending,

are being conducted in accordance in all material respects with standard medical and scientific research procedures, in accordance in

all material respects with the applicable protocols and in compliance in all material respects with the applicable regulations of the

Drug/Device Regulatory Agencies and other applicable Law, including 21 C.F.R. Parts 11, 50, 54, 56, 58, 312 and 812. The Company has

not received any written notices, correspondence or other communications from any Drug/Device Regulatory Agency, Governmental Authority,

institutional review board, ethics committee or safety monitoring committee requiring or, to the Knowledge of the Company, threatening

to initiate any action to place a clinical hold order on, or otherwise terminate, delay or suspend any clinical studies conducted by

or on behalf of, or sponsored by, the Company or in which the Company or its current products or product candidates, including the Company

Product Candidates, have participated. Further, no clinical investigator, researcher, or clinical staff participating in any clinical

study conducted by or, to the Knowledge of the Company, on behalf of the Company has been disqualified from participating in studies

involving the Company Product Candidates and, to the Knowledge of the Company, no such administrative action to disqualify such clinical

investigators, researchers or clinical staff has been threatened or is pending.

(f)

The Company is not and, to the Knowledge of the Company, no contract manufacturer with respect to any Company Product Candidate, is the

subject of any pending or, to the Knowledge of the Company, threatened investigation in respect of its business or products, including

Company Product Candidates, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”

Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or by any other Drug/Device Regulatory Agency

under a comparable policy. The Company has not and, to the Knowledge of the Company, no contract manufacturer, nor their respective officers,

employees or agents, with respect to any Company Product Candidate, has committed any acts, made any statement or failed to make any

statement, in each case in respect of its business or products that would violate the FDA’s “Fraud, Untrue Statements of

Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto or a comparable policy of any other Drug/Device

Regulatory Agency. None of the Company and, to the Knowledge of the Company, any contract manufacturer with respect to any Company Product

Candidate, or any of their respective officers, employees or agents is currently or has been debarred, convicted of any crime or is engaging

or has engaged in any conduct that could result in a debarment or exclusion under (i) 21 U.S.C. Section 335a or (ii) any similar applicable

Law. To the Knowledge of the Company, no material debarment or exclusionary claims, actions, proceedings or investigations in respect

of their business or products are pending or threatened against the Company and, to the Knowledge of the Company, any contract manufacturer

with respect to any Company Product Candidate, or any of their respective officers, employees, or agents.

(g)

All manufacturing operations conducted by, or to the Knowledge of the Company, for the benefit of the Company in connection with any

Company Product Candidate have been and are being conducted in compliance in all material respects with applicable Laws, including the

FDA’s standards for current good manufacturing practices, including applicable requirements contained in 21 C.F.R. Parts 210, 211

and 600-610 and the respective counterparts thereof promulgated by Governmental Authorities in countries outside the United States.

(h)

Neither the Company nor, to the Knowledge of the Company, any manufacturing site of a contract manufacturer or laboratory, with respect

to any Company Product Candidate, (i) is subject to a Drug/Device Regulatory Agency shutdown or import or export prohibition or (ii)

has received any Form FDA 483, notice of violation, warning letter, untitled letter or similar correspondence or notice from the FDA

or other Drug/Device Regulatory Agency alleging or asserting noncompliance with any applicable Law, in each case, that have not been

complied with or closed to the satisfaction of the relevant Drug/Device Regulatory Agency, and, to the Knowledge of the Company, neither

the FDA nor any other Drug/Device Regulatory Agency is considering such action.

3.16

Legal Proceedings; Orders.

(a)

There is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal

Proceeding: (i) that involves the Company or any of its Subsidiaries or any Company Associate (in his or her capacity as such) or any

of the material assets owned or used by the Company or any of its Subsidiaries or (ii) that challenges, or that may have the effect of

preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.

(b)

There is no Order to which the Company or any of its Subsidiaries, or any of the material assets owned or used by the Company or any

of its Subsidiaries, is subject. To the Knowledge of the Company, no officer or Company Key Employee is subject to any Order that prohibits

such officer or Company Key Employee from engaging in or continuing in any conduct, activity or practice relating to the Company or any

of its Subsidiaries or any material assets owned or used by the Company or any of its Subsidiaries.

3.17

Tax Matters.

(a)

The Company has timely filed (or caused to be timely filed) all income Tax Returns and all other material Tax Returns required to be

filed by the Company under applicable Law (taking into account any applicable extensions). All such Tax Returns were true, correct and

complete in all material respects. Subject to exceptions as would not be material, no claim has been made by a Governmental Authority

in a jurisdiction where the Company does not file Tax Returns that the Company is subject to taxation by that jurisdiction.

(b)

All material amounts of Taxes due and owing by the Company (whether or not shown on any Tax Return) have been timely paid (taking into

account any applicable extensions).

(c)

The Company has withheld and paid to the appropriate Governmental Authority all material Taxes required to have been withheld and paid

in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(d)

There are no Encumbrances for a material amount of Taxes (other Encumbrances described in clause (a) of the definition of “Permitted

Encumbrances”) upon any of the assets of the Company.

(e)

No deficiencies for a material amount of Taxes with respect to the Company have been claimed, proposed or assessed by any Governmental

Authority in writing that have not been timely paid in full. There are no pending (or, based on written notice, threatened) material

audits, assessments, examinations or other actions for or relating to any liability in respect of Taxes of the Company. The Company has

not granted a waiver of any statute of limitations in respect of a material amount of Taxes or an extension of time with respect to a

material Tax assessment or deficiency that, in each case, is currently in effect.

(f)

The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code in the

last five (5) years.

(g)

The Company is not a party to any Tax allocation, Tax sharing or similar agreement (including indemnity arrangements), other than customary

commercial Contracts entered into in the Ordinary Course of Business the primary purpose of which does not relate to Tax (an “Ordinary

Course Agreement”).

(h)

The Company has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the

common parent of which is the Company). The Company has no Liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6

(or any similar provision of state, local, or foreign law), as a transferee or successor, or by Contract (other than an Ordinary Course

Agreement).

(i)

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

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

(j)

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

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

(k)

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

be expected to prevent or impede the Intended Tax Treatment.

3.18

Employee and Labor Matters; Benefit Plans.

(a)

The Company has made available to Parent a list (on an anonymized basis) setting forth, for each Company Associate who is an employee

of the Company or any of its Subsidiaries, whether full- or part-time, such employee’s annual salary (or if hourly, hourly rate),

most recent annual bonus received, and current annual bonus opportunity. No Company Key Employee has indicated to the Company, or any

of its Subsidiaries, that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise.

The Company has made available to Parent a list (on an anonymized basis) setting forth, for each Company Associate who is an individual

independent contractor engaged by the Company, such contractor’s rate of compensation.

(b)

The employment of the Company’s and each of its Subsidiaries’ employees is terminable by the Company and/or its applicable

Subsidiary at will. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, to the

extent currently effective and material.

(c)

Neither the Company nor any of its Subsidiaries is a party to, bound by the terms of, and does not have a duty to bargain under, any

collective bargaining agreement or other Contract with a labor organization representing its employees, and there are no labor organizations

representing or, to the Knowledge of the Company, purporting to represent or seeking to represent any employees of the Company.

(d)

Section 3.18(d) of the Company Disclosure Letter lists all Company Employee Plans (other than employment arrangements which are

terminable “at will” without any contractual obligation on the part of the Company or any of its Subsidiaries to make any

severance, termination, change in control or similar payment and that are substantively identical to the employment arrangements made

available to Parent).

(e)

Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or

opinion letter with respect to such qualified status from the IRS. To the Knowledge of the Company, nothing has occurred that would reasonably

be expected to adversely affect the qualified status of any such Company Employee Plan or the exempt status of any related trust.

(f)

Each Company Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms and

applicable Law, including, without limitation, the Code, ERISA and the Affordable Care Act. No Legal Proceeding (other than those relating

to routine claims for benefits) is pending or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan.

All payments and/or contributions required to have been made with respect to all Company Employee Plans either have been timely made

or have been accrued in accordance with the terms of the applicable Company Employee Plan and applicable Law.

(g)

Neither the Company nor any of its ERISA Affiliates maintains, contributes to or is required to contribute to, or has, in the past six

(6) years, maintained, contributed to or been required to contribute to (i) any “employee benefit plan” that is or was subject

to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within

the meaning of Section 419 of the Code, (iv) any Multiple Employer Plan, or (v) any Multiple Employer Welfare Arrangement. Neither the

Company nor any of its ERISA Affiliates has ever incurred any liability under Title IV of ERISA.

(h)

No Company Employee Plan provides for medical or other welfare benefits to any service provider beyond termination of service or retirement,

other than (1) pursuant to COBRA or an analogous state law requirement or (2) continuation coverage through the end of the month in which

such termination or retirement occurs. The Company does not sponsor or maintain any self-funded medical or long-term disability benefit

plan.

(i)

Each Company Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (as such term is defined

under Section 409A(d)(1) of the Code and the authoritative guidance thereunder) (each, a “Company 409A Plan”) has

been operated and maintained in all material respects in operational and documentary compliance with the requirements of Section 409A

of the Code and the applicable authoritative guidance thereunder.

(j)

The Company and each of its Subsidiaries is, and has been, in material compliance with all applicable federal, state and local laws,

rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding,

prohibited discrimination, retaliation and harassment, equal employment, fair employment practices, meal and rest periods, immigration

status, employee and workplace safety and health, wages (including overtime wages), compensation, hours of work, “plant closings”

and “mass layoffs” within the meaning of the Worker Adjustment and Retraining Act of 1988 or similar state or local law (the

“WARN Act”), labor practices or disputes, restrictive covenants, employment agreements, workers’ compensation

and long-term disability policies, leaves of absence and worker privacy (collectively, “Employment-Related Laws”),

and in each case, with respect to employees of the Company and any of its Subsidiaries: (i) has withheld and reported all material amounts

required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) is

not liable for any material amounts of arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of

the foregoing and (iii) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of

any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for

employees (other than routine payments to be made in the Ordinary Course of Business). There are no material Legal Proceedings, claims,

labor disputes or organizing activities, or grievances pending or, to the Knowledge of the Company, threatened or reasonably anticipated

against or involving the Company or any of its Subsidiaries or any trustee of the Company or any of its Subsidiaries relating to any

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

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

against the Company, any trustee or any trustee of any Subsidiary of the Company under any workers’ compensation policy or long-term

disability policy. The Company is not a party to a conciliation agreement, consent decree or other agreement or Order with any federal,

state or local agency or Governmental Authority with respect to employment practices.

(k)

Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification within the last three

(3) years of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer

or (iii) any employee currently or formerly classified as exempt from overtime wages.

(l)

To the Company’s Knowledge, in the last three (3) years, there has never been, nor has there been any threat of, any material strike,

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

or dispute, by or with respect to any Company Associates. No event has occurred within the past six months, and no condition or circumstance

exists, that, to the Company’s Knowledge, might directly or indirectly be likely to give rise to or provide a basis for the commencement

of any such material strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation

or any similar activity or dispute.

(m)

Neither the Company nor any of its Subsidiaries is, nor has the Company nor any of its Subsidiaries been, engaged in any material unfair

labor practice within the meaning of the National Labor Relations Act. There is no material Legal Proceeding, claim, labor dispute or

grievance pending or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any employment contract, privacy

right, labor dispute, wages and hours, leave of absence, plant closing notification, workers’ compensation policy, long-term disability

policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any current

or former employee of the Company or any of its Subsidiaries including charges of unfair labor practices or discrimination complaints.

(n)

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

to compensate any of its employees or other service providers for any income or excise taxes paid pursuant to Section 4999 or Section

409A of the Code.

(o)

Neither the Company nor any of its Subsidiaries is a party to any Contract that as a result of the execution and delivery of this Agreement,

the stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby, could (either alone or in conjunction

with any other event) result in, or cause the accelerated vesting, payment, funding or delivery of any payment or benefit to any employee,

officer, director or other service provider of the Company or any of its Subsidiaries.

3.19

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

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

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

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

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

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

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

Material Adverse Effect. To the Knowledge of the Company: (i) no current or prior owner of any property leased or controlled by the Company

has received any written notice or other communication relating to property owned or leased at any time by the Company, whether from

a Governmental Authority, citizens group, employee or otherwise, that alleges that such current or prior owner or the Company is not

in compliance with or violated any Environmental Law relating to such property and (ii) the Company has no material liability under any

Environmental Law. The Company has made available all environmental site assessments, environmental audits and other material environmental

documents in the Company’s possession or control relating to the Company, including the Company’s business and current or

former facilities.

3.20

Insurance. The Company has delivered to Parent accurate and complete copies of all material insurance policies and all

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

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

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

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

reservation of rights or rejection of any material claim under any insurance policy. The Company has provided timely written notice to

the appropriate insurance carrier(s) of each Legal Proceeding pending against the Company, and no such carrier has issued a denial of

coverage or a reservation of rights with respect to any such Legal Proceeding, or informed the Company of its intent to do so.

3.21

No Financial Advisors. Except as set forth on Section 3.21 of the Company Disclosure Letter, no broker, finder or

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

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

3.22

Transactions with Affiliates. Except with respect to Company Options or any other equity awards issued under the Company

Equity Incentive Plan (including any shares of Company Common Stock issuable upon the exercise of such Company Options or other equity

awards), Section 3.22 of the Company Disclosure Letter describes any material transactions or relationships between, on one hand,

the Company and, on the other hand, any (a) executive officer or director of the Company or any of such executive officer’s or

director’s immediate family members, (b) owner of more than 5% of the voting power of the outstanding Company Capital Stock or

(c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities

Act) of any such officer, director or owner (other than the Company) in the case of each of (a), (b) or (c) that is of the type that

would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

3.23

Ownership of Parent Capital Stock. None of the Company or any of its directors, officers, or Affiliates or, to the knowledge

of the Company or any of its controlled Affiliates, any employees of the Company or any of its controlled Affiliates (a) has owned any

shares of Parent’s capital stock; or (b) has been an “interested stockholder” (as defined in Section 203 of the DGCL)

of Parent, in each case during the three years prior to the date hereof.

3.24

No Other Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations

and warranties contained in this Agreement, neither Parent nor any other person on behalf of Parent makes any express or implied representation

or warranty with respect to Parent or with respect to any other information provided to the Company, any of its stockholders or any of

their respective Affiliates in connection with the Contemplated Transactions, and (subject to the express representations and warranties

of Parent set forth in Section 4 (in each case as qualified and limited by the Parent Disclosure Letter)) none of the Company,

or any of its Representatives or stockholders, has relied on any such information (including the accuracy or completeness thereof).

Section

4. Representations and Warranties of Parent and Merger Sub.

Except

(i) as set forth in the written disclosure document delivered by Parent to the Company (the “Parent Disclosure Letter”)

concurrently with the execution of this Agreement or (ii) as disclosed in the Parent SEC Documents filed with the SEC prior to the date

hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (A) without giving effect

to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (B) excluding any disclosures contained

under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer

or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), it

being understood that any matter disclosed in the Parent SEC Documents shall be deemed to be disclosed in a section of the Parent Disclosure

Letter only to the extent that is readily apparent from a reading of such Parent SEC Documents that is applicable to such section or

subsection of the Parent Disclosure Letter, Parent and Merger Sub represent and warrant to the Company as follows:

4.1

Due Organization; Subsidiaries.

(a)

Each of Parent and Merger Sub is a corporation 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 power and authority: (i) to conduct its business in

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

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

it is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated

by this Agreement.

(b)

Each of Parent and its Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such

jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently

being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually

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

(c)

Parent has no Subsidiaries other than Merger Sub, its wholly-owned Subsidiary Pulmatrix Operating Company, Inc., the PCL Merger subs

and except as set forth on Section 4.1(c) of the Parent Disclosure Letter, Parent does not own any capital stock of, or any equity

ownership or profit sharing interest of any nature in, or control directly or indirectly, any Entity other than Merger Sub. Except as

set forth on Section 4.1(c) of the Parent Disclosure Letter, Parent is not and has not otherwise been, directly or indirectly,

a party to, member of or participant in any partnership, joint venture or similar business entity. Parent has not agreed and is not obligated

to make, nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution

to any other Entity. Parent has not, at any time, been a general partner or managing member of, and has not otherwise been liable for

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

4.2

Organizational Documents. Parent has delivered to the Company accurate and complete copies of Parent’s and each of

its Subsidiaries’ Organizational Documents. Parent and its Subsidiaries are not in breach or violation of their respective Organizational

Documents in any material respect.

4.3

Authority; Fairness Opinion; Binding Nature of Agreement. Each of Parent and Merger Sub has all necessary corporate power

and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The

Parent Board has: (a) received an unwithdrawn written opinion from Gemini Valuation Services, LLC, to the effect that, as of the date

of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications

and limitations set forth therein, the Exchange Ratio is fair, from a financial point of view, to the stockholders of Parent (it being

understood and agreed that such written opinion is for the benefit of Parent and may not be relied upon by the Company for any purpose)

(the “Fairness Opinion”), (b) determined that the Contemplated Transactions are fair to, advisable and in the best

interests of Parent and its stockholders, (c) approved and declared advisable this Agreement and the Contemplated Transactions, including

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

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

the Contemplated Transactions, and, if deemed necessary by Parent and the Company, the amendment to the certificate of incorporation

of Parent to (i) change the name of Parent to “EOS SENOLYTIX, INC.”, (ii) effect the Nasdaq Reverse Split, (iii) authorize

the issuance of the Parent Common Stock in accordance with Nasdaq Listing Rule 5635 and (iv) make such other changes as are mutually

agreeable to Parent and the Company pursuant to the terms of this Agreement. The Merger Sub Board (by unanimous written consent) has:

(x) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Merger Sub and its sole stockholder,

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

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

the Contemplated Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization,

execution and delivery by the Company and the accuracy of the representation in Section 3.23, constitutes the legal, valid and

binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject

to the Enforceability Exceptions.

4.4

Vote Required. Assuming the accuracy of the representation in Section 3.23, the affirmative vote of a majority of

the shares of Parent Common Stock properly cast at the Parent Stockholder Meeting is the only vote of the holders of any class or series

of Parent’s capital stock necessary to approve Parent Stockholder Matters (assuming the Parent Charter Amendment is limited to

clauses (i) through (iii) of the definition of the Parent Charter Amendment), this Agreement, and the Contemplated Transactions (collectively,

the “Required Parent Stockholder Vote”).

4.5

Non-Contravention; Consents.

(a)

Subject to obtaining the Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, and assuming

the accuracy of the representation in Section 3.23, neither (x) the execution, delivery or performance of this Agreement by Parent

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

of time):

(i)

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

(ii)

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

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

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

(iii)

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

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

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

(iv)

contravene, conflict with or result in a violation or breach of, or result in a default (with or without notice or lapse of time, or

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

under any Parent Material Contract, (B) any material payment, rebate, chargeback, penalty or change in delivery schedule under any such

Parent Material Contract, (C) accelerate the maturity or performance of, or any rights or benefits under, any Parent Material Contract

or (D) cancel, terminate or modify any term of any Parent Material Contract, except in the case of any nonmaterial breach, default, penalty

or modification; or

(v)

result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or its Subsidiaries

(except for Permitted Encumbrances).

(b)

Except for (i) any Consent set forth on Section 4.5(a) of the Parent Disclosure Letter under any Parent Contract, (ii) the Required

Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant

to the DGCL, (iv) compliance with any applicable requirements of the HSR Act (if applicable) and (v) such consents, waivers, approvals,

orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws,

and assuming the accuracy of the representation in Section 3.23, neither Parent nor any of its Subsidiaries was, is or will be

required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution,

delivery or performance of this Agreement or (y) the consummation of the Contemplated Transactions.

(c)

Assuming the accuracy of the representation in Section 3.23, the Parent Board and the Merger Sub Board have taken and will take

all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and

will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions.

No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other Contemplated

Transactions.

4.6

Capitalization.

(a)

The authorized capital stock of Parent consists of (i) 200,000,000 shares of Parent Common Stock of which 3,652,285 shares have been

issued and are outstanding as of February 23, 2026 (the “Capitalization Date”), (ii) 500,000 shares of Parent Preferred

Stock, of which 6,746 have been designated Series A Convertible Preferred Stock and of which 0 shares have been issued and are outstanding

and prior to the date hereof 1,000 will have been designated Series B Convertible Preferred Stock (“Series B Convertible Preferred

Stock”) and of which 1,000 shares have been issued and are outstanding. No shares of Parent Preferred Stock have been issued

and are outstanding as of the Capitalization Date. 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

and are free of any Encumbrances other than Encumbrances set forth in the Organizational Documents of Parent or under applicable securities

Laws. None of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right

of maintenance or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal.

Except as contemplated herein, there is no Parent Contract relating to the voting or registration of, or restricting any Person from

purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Parent

Common Stock. Parent is not under any obligation, nor is Parent bound by any Contract pursuant to which it may become obligated, to repurchase,

redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities. Section 4.6(b) of the Parent Disclosure

Letter accurately and completely describes all repurchase rights held by Parent with respect to shares of Parent Common Stock (including

shares issued pursuant to the exercise of stock options) or shares or other equity interests of any of its Subsidiaries, and specifies

which of those repurchase rights are currently exercisable.

(c)

Except for the Parent 2013 Employee, Director and Consultant Equity Incentive Plan, (as may be amended from time to time, the “Parent

Stock Plans”) and except as set forth on Section 4.6(c) of the Parent Disclosure Letter, Parent does not have any stock

option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Parent does

not have any employee stock purchase plan or similar program. Section 4.6(c) of the Parent Disclosure Letter sets forth the following

information with respect to each Parent Option and Parent Warrant outstanding as of the Capitalization Date, as applicable: (i) the name

of the holder, (ii) the number of shares of Parent Common Stock subject to such Parent Option or Parent Warrant as of the Capitalization

Date, (iii) the exercise price of such Parent Option or Parent Warrant, (iv) the date on which such Parent Option or Parent Warrant was

granted, (v) the applicable vesting schedule, including any acceleration provisions, (vi) the date on which such Parent Option or Parent

Warrant expires, (vii) whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code)

or a nonqualified stock option and (viii) in the case of a Parent Option, the plan pursuant to which such Parent Option was granted.

Parent has made available to the Company accurate and complete copies of equity incentive plans pursuant to which Parent has equity-based

awards, the forms of all award agreements evidencing such equity-based awards and evidence of board and stockholder approval of the Parent

Stock Plan and any amendments thereto.

(d)

Except for the outstanding Parent Options, Parent Warrants or as set forth on Section 4.6(d) of the Parent Disclosure Letter,

there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares

of the capital stock or other securities of Parent, (ii) outstanding security, instrument or obligation that is or may become convertible

into or exchangeable for any shares of the capital stock or other securities of Parent, (iii) stockholder rights plan (or similar plan

commonly referred to as a “poison pill”) or Contract under which Parent is or may become obligated to sell or otherwise issue

any shares of its capital stock or any other securities or (iv) condition or circumstance that may give rise to or provide a basis for

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

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

rights with respect to Parent.

(e)

All outstanding shares of Parent Common Stock, Parent Options, Parent Warrants and other securities of Parent have been issued and granted

in compliance in all material respects with (i) all applicable securities laws and other applicable Law and (ii) all requirements set

forth in applicable Contracts.

(f)

With respect to Parent Options granted pursuant to the Parent Stock Plan, (i) each grant of a Parent Option or Parent Restricted Stock

Unit was duly authorized no later than the date on which the grant of such Parent Option was by its terms to be effective (the “Parent

Grant Date”) by all necessary corporate action, including, as applicable, approval by the Parent Board (or a duly constituted

and authorized committee thereof) or duly authorized officer and any required stockholder approval by the necessary number of votes or

written consents, (ii) each Parent Option grant was made in accordance with the terms of the Parent Stock Plan pursuant to which it was

granted and all other applicable Law and regulatory rules or requirements, and (iii) the per share exercise price of each Parent Option

was not less than the fair market value of a share of Parent Common Stock on the applicable Parent Grant Date.

4.7

SEC Filings; Financial Statements.

(a)

Parent has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required

to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act (the “Parent SEC Documents”).

As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date

of such filing) and as of the date hereof, each of the Parent SEC Documents complied with, as of the Closing, will comply with, in all

material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and as of the time

they were filed, none of the Parent SEC Documents (excluding information in such Parent SEC Documents that is “furnished”

instead of “filed” under Items 2.02 or 7.01 in the Parent’s Current Reports on Form 8-K) contained any untrue statement

of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14

under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Parent SEC Documents (collectively,

the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. To the

Knowledge of Parent, there is no fact, circumstance, event, change, effect or condition that would require Parent to file any amendment

or supplement to any Parent SEC Document to correct any material misstatement or omission contained therein or to update any information

disclosed therein in order for any such Parent SEC Document to comply with applicable requirements of the Securities Act or the Exchange

Act. As used in this Section 4.7, the term “file” and variations thereof shall be broadly construed to include any

manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b)

The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied

as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations

of the SEC applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial

statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial

statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to

be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly

present, in all material respects, the financial position of Parent as of the respective dates thereof and the results of operations

and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed in the Parent SEC Documents filed prior to

the date hereof, there has been no material change in Parent’s accounting methods or principles that would be required to be disclosed

in Parent’s financial statements in accordance with GAAP. The books of account and other financial records of Parent and each of

its Subsidiaries are true and complete in all material respects.

(c)

Parent’s auditor has at all times since 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 (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting

Oversight Board thereunder.

(d)

Except as set forth on Section 4.7(d) of the Parent Disclosure Letter, Parent has not received any comment letter from the SEC

or the staff thereof, and with respect to any comment letters received by Parent from the SEC or the staff hereof prior to the date hereof,

all such comment letters have been fully resolved with no outstanding or unresolved comments, and Parent has provided the Company true

and complete copies of all such letters and all responses thereto. Parent has not received any correspondence from Nasdaq or the staff

thereof (including, but not limited to, relating to the delisting or maintenance of listing, or threatened delisting of the Parent Common

Stock on Nasdaq). Parent has not disclosed any unresolved SEC comments in the Parent SEC Documents.

(e)

There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with,

reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of Parent, the Parent

Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls

required by the Sarbanes-Oxley Act.

(f)

Parent is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act, the Exchange Act and the applicable

listing and governance rules and regulations of Nasdaq. No facts or circumstances exist that would reasonably be expected to result in

the delisting of the Parent Common Stock from Nasdaq as a result of the Contemplated Transactions or otherwise.

(g)

Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)

that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance

(i) that Parent maintains records that in reasonable detail accurately and fairly reflect Parent’s transactions and dispositions

of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii)

that receipts and expenditures are made only in accordance with the authorization policy and (iv) regarding prevention or timely detection

of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial

statements. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required

by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto)

its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such

report or amendment based on such evaluation. Parent has disclosed to Parent’s auditors and the Audit Committee of the Parent Board

(and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material

weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s

ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management

or other employees who have a significant role in Parent’s or its Subsidiaries’ internal control over financial reporting.

Except as disclosed in the Parent SEC Documents filed prior to the date hereof, Parent’s internal control over financial reporting

is effective at the reasonable assurance level and Parent has not identified any material weaknesses in the design or operation of Parent’s

internal control over financial reporting.

(h)

Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are

designed to ensure that all information (both financial and nonfinancial) required to be disclosed by Parent in the reports that it files

or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and

forms of the SEC, and that all such information is accumulated and communicated to Parent’s principal executive officer and principal

financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Certifications and such disclosure

controls and procedures are effective. Parent has carried out evaluation of the effectiveness of its disclosure controls and procedures

as required by Rule 13a-15 of the Exchange Act.

(i)

As of the date hereof and as of the Closing, neither Parent nor any of its Subsidiaries has any outstanding (a) indebtedness for borrowed

money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations under any interest rate, currency

or other hedging agreement, (d) capital lease obligations, (e) obligations for the deferred purchase price of property, goods or services

(other than trade payables or accrued expenses incurred in the Ordinary Course of Business), (f) conditional sale or other title retention

agreements, (g) obligations secured by an Encumbrance on Parent’s or any of its Subsidiaries’ assets, whether or not such

obligations have been assumed, or (h) guarantees of any of the foregoing.

4.8

Absence of Changes. Except as set forth on Section 4.8 of the Parent Disclosure Letter, between the Parent Balance

Sheet Date and the date of this Agreement, Parent has conducted its business only in the Ordinary Course of Business (except for the

execution and performance of this Agreement and the discussions, negotiations and transactions related thereto) and there has not been

any Parent Material Adverse Effect.

4.9

Absence of Undisclosed Liabilities. Since December 31, 2025 (the “Parent Balance Sheet Date”), neither

Parent nor any of its Subsidiaries has any Liability of a type required to be reflected or reserved for on a balance sheet prepared in

accordance with GAAP except for: (a) Liabilities disclosed, reflected or reserved against in the Parent Balance Sheet, (b) normal and

recurring current Liabilities that have been incurred by Parent or its Subsidiaries since the date of the Parent Balance Sheet in the

Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty, tort, infringement or violation of

Law), (c) Liabilities for performance of obligations of Parent or any of its Subsidiaries under Parent Contracts, and (d) Liabilities

described in Section 4.9 of the Parent Disclosure Letter.

4.10

Title to Assets. Each of Parent and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties

and assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business

or operations or purported to be owned by it, including: (a) all tangible assets reflected on the Parent Balance Sheet and (b) all other

tangible assets reflected in the books and records of Parent as being owned by Parent. All of such assets are owned or, in the case of

leased assets, leased by Parent or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

4.11

Real Property; Leasehold

Neither Parent nor any of its Subsidiaries owns or has ever owned any real property, nor is Parent party to any agreement to purchase

or sell any real property. Parent has made available to the Company (a) an accurate and complete list of all real properties with respect

to which Parent directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of

or leased by Parent or any of its Subsidiaries and (b) copies of all leases under which any such real property is possessed (the “Parent

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

its Subsidiaries or, to Parent’s Knowledge, the other party thereto.

4.12

Intellectual Property.

(a)

Section 4.12(a) of the Parent Disclosure Letter is an accurate, true and complete listing of all Parent Registered IP.

(b)

Section 4.12(b) of the Parent Disclosure Letter accurately identifies (i) all Parent Contracts pursuant to which any Parent IP

Rights are licensed to Parent (other than (A) any non-customized software that (1) is so licensed solely in executable or object code

form pursuant to a nonexclusive, internal use software license and other Intellectual Property associated with such software and (2)

is not incorporated into, or material to the development, manufacturing, or distribution of, any of Parent products or services, (B)

any Intellectual Property licensed on a nonexclusive basis ancillary to the purchase or use of services, equipment, reagents or other

materials, (C) any confidential information provided under confidentiality agreements and (D) agreements between Parent and its employees

in Parent’s standard form thereof) and (ii) whether the license or licenses granted to Parent are exclusive or nonexclusive.

(c)

Section 4.12(c) of the Parent Disclosure Letter accurately identifies each Parent Contract pursuant to which any Person has been

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

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

any Parent IP Rights nonexclusively licensed to academic collaborators, suppliers or service providers for the sole purpose of enabling

such academic collaborator, supplier or service providers to provide services for Parent’s benefit).

(d)

Neither Parent nor any of its Subsidiaries is bound by, and no Parent IP Rights are subject to, any Contract containing any covenant

or other provision that in any way limits or restricts the ability of Parent or any of its Subsidiaries to use, exploit, assert, or enforce

any Parent IP Rights anywhere in the world.

(e)

Parent or one of its Subsidiaries exclusively owns all right, title, and interest to and in the Parent IP Rights (other than (i) Parent

IP Rights licensed to Parent, or co-owned rights each as identified in Section 4.12(e) of the Parent Disclosure Letter, (ii) any

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

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

development, manufacturing or distribution of, any of Parent or its Subsidiaries’ products or services and (iii) any Intellectual

Property licensed on a nonexclusive basis ancillary to the purchase or use of equipment, reagents or other materials), in each case,

free and clear of any Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing:

(i)

All documents and instruments necessary to register or apply for or renew registration of Parent Registered IP have been validly executed,

delivered, and filed in a timely manner with the appropriate Governmental Authority.

(ii)

Each Person who is or was an employee or contractor

of Parent or any of its Subsidiaries and who is or was involved in the creation or development of any Intellectual Property for Parent

or any of its Subsidiaries has signed a valid, enforceable agreement containing a present assignment of such Intellectual Property to

Parent or such Subsidiary and confidentiality provisions protecting trade secrets and confidential information of Parent and its Subsidiaries.

(iii)

To the Knowledge of Parent, no current or former stockholder,

officer, director or employee of Parent or any of its Subsidiaries has any claim, right (whether currently exercisable, or exercisable

in the future), or interest to or in any Parent IP Rights purported to be owned by Parent. To the Knowledge of Parent, no employee of

Parent or any of its Subsidiaries is (a) bound by or otherwise subject to any Contract restricting him or her from performing his or

her duties for Parent or such Subsidiary or (b) in breach of any Contract with any former employer or other Person concerning Parent

IP Rights purported to be owned by Parent or such Subsidiary or confidentiality provisions protecting trade secrets and confidential

information comprising Parent IP Rights purported to be owned by Parent or such Subsidiary.

(iv)

No funding, facilities or personnel of any Governmental

Authority or any university, college, research institute or other educational institution were used, directly or indirectly, to develop

or create, in whole or in part, any Parent IP Rights in which Parent or any of its Subsidiaries has an ownership interest, except for

any such funding or use of facilities or personnel that does not result in such Governmental Authority or institution owning such Parent

IP Rights or the right to receive royalties or other remuneration for the practice of such Parent IP Rights as of the date of this Agreement.

(v)

Parent and each of its Subsidiaries has taken reasonable

steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information that Parent or such

Subsidiary holds, or purports to hold, as confidential or a trade secret.

(vi)

Parent or any of its Subsidiaries has not assigned or

otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Parent IP Rights to any other Person.

(f)

Parent has delivered, or made available to the Company,

a complete and accurate copy of all material Parent IP Rights Agreements. With respect to each of the Parent IP Rights Agreements: (i)

each such agreement is valid and binding on Parent and/or its Subsidiaries and in full force and effect, (ii) neither Parent nor any

of its Subsidiaries has received any written notice of termination or cancellation under such agreement, or received any written notice

of breach or default under such agreement, which breach has not been cured or waived and (iii) Parent and its Subsidiaries are not, and

to the Knowledge of Parent, no other party to any such agreement is, in breach or default thereof in any material respect.

(g)

The manufacture, marketing, offering for sale, sale,

importation, use or intended use or other disposal of any product as currently sold or under development by Parent does not violate any

license or agreement between Parent or its Subsidiaries and any third party in any material respect, and, to the Knowledge of Parent

(after due inquiry), does not infringe or misappropriate any valid and issued Patent right or other Intellectual Property of any other

Person, which infringement or misappropriation would reasonably be expected to have a Parent Material Adverse Effect. To the Knowledge

of Parent, no third party is infringing upon any Patents owned by Parent within the Parent IP Rights, or violating any Parent IP Rights

Agreement.

(h)

As of the date of this Agreement, Parent is not a party

to any Legal Proceeding (including, but not limited to, opposition, interference or other proceeding in any patent or other government

office) contesting the validity, enforceability, claim construction, ownership or right to use, sell, offer for sale, license or dispose

of any Parent IP Rights. Parent has not received any written notice asserting that any Parent IP Rights or the proposed use, sale, offer

for sale, license or disposition of any products, methods or processes claimed or covered thereunder infringes or misappropriates or

violates the rights of any other Person or that Parent or any of its Subsidiaries have otherwise infringed, misappropriated or otherwise

violated any Intellectual Property of any Person. None of the Parent IP Rights is subject to any outstanding order of, judgment of, decree

of or agreement with any Governmental Authority that limits the ability of Parent or any of its Subsidiaries to exploit any Parent IP

Rights.

(i)

Each item of Parent Registered IP is and at all times

has been filed and maintained in compliance in all material respects with all applicable Law and all filings, payments and other actions

required to be made or taken to maintain such item of Parent Registered IP in full force and effect have been made by the applicable

deadline. To the Knowledge of Parent, all Parent Registered IP that is issued or granted is valid and enforceable.

(j)

To the Knowledge of Parent, no trademark (whether registered

or unregistered) or trade name owned, used or applied for by Parent conflicts or interferes with any trademark (whether registered or

unregistered) or trade name owned, used or applied for by any other Person except as would not have a Parent Material Adverse Effect.

None of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which Parent has or purports

to have an ownership interest has been impaired as determined by Parent in accordance with GAAP.

(k)

Except as may be set forth in the Contracts listed on

Section 4.12(b), 4.12(c) or 4.12(l) of the Parent Disclosure Letter or as contained in “off-the-shelf”

license agreements entered into in the Ordinary Course of Business by Parent, (i) Parent is not bound by any Contract to indemnify, defend,

hold harmless or reimburse any other Person with respect to any Intellectual Property infringement, misappropriation or similar claim

which is material to Parent taken as a whole and (ii) Parent has never assumed, or agreed to discharge or otherwise take responsibility

for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property

right, which assumption, agreement or responsibility remains in force as of the date of this Agreement.

(l)

Neither Parent nor any of its Subsidiaries is party

to any Contract that, as a result of such execution, delivery and performance of this Agreement, will cause the grant of any license

or other right to any Parent IP Rights, result in breach of, default under or termination of such Contract with respect to any Parent

IP Rights, or impair the right of Parent or the Surviving Corporation and its Subsidiaries to use, sell or license or enforce any Parent

IP Rights or portion thereof, except for the occurrence of any such grant or impairment that would not individually or in the aggregate,

reasonably be expected to result in a Parent Material Adverse Effect.

4.13

Agreements, Contracts and Commitments.

(a)

Section 4.13 of the Parent Disclosure Letter

identifies each Parent Contract that is in effect as of the date of this Agreement (each, a “Parent Material Contract”

and collectively, the “Parent Material Contracts”):

(i)

each Parent Contract relating to any material bonus,

deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit

plans or arrangements;

(ii)

each Parent Contract requiring payments by Parent after

the date of this Agreement in excess of $50,000 pursuant to its express terms relating to the employment of, or the performance of employment-related

services by, any Parent Associate providing employment related, consulting or independent contractor services, not terminable by Parent

on thirty (30) calendar days’ or less notice without liability;

(iii)

each Parent Contract relating to any agreement or plan,

including any option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased or the

vesting of benefits of which will be accelerated, by the occurrence of any of the Contemplated Transactions (either alone or in conjunction

with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis

of any of the Contemplated Transactions;

(iv)

each Parent Contract relating to any agreement of indemnification

or guaranty not entered into in the Ordinary Course of Business;

(v)

each Parent Contract containing (A) any covenant limiting

the freedom of Parent or any of its Subsidiaries to engage in any line of business or compete with any Person, or limiting the development,

manufacture or distribution of Parent’s products or services (B) any most-favored pricing arrangement, (C) any exclusivity provision

or (D) any non-solicitation provision;

(vi)

each Parent Contract (A) pursuant to which any Person

granted Parent an exclusive license under any Intellectual Property, or (B) pursuant to which Parent granted any Person an exclusive

license under any Parent IP Rights;

(vii)

each Parent Contract containing any royalty, dividend

or similar arrangement based on the revenues or profits of Parent, any of its Subsidiaries, or of a product;

(viii)

each Parent Contract relating to capital expenditures

and requiring payments after the date of this Agreement in excess of $50,000 pursuant to its express terms and not cancelable without

penalty;

(ix)

each Parent Contract relating to the disposition or

acquisition of material assets or any ownership interest in any Entity (A) in each case, involving payments in excess of $50,000 after

the date of this Agreement, or (B) which has any outstanding actual or potential obligations, indemnities, or other liabilities of amounts

in excess of $50,000;

(x)

each Parent Contract entered into in settlement of any

Legal Proceeding or other dispute pursuant to which Parent or any of its Subsidiaries has outstanding obligations to pay consideration

in excess of $50,000;

(xi)

each Parent Contract relating to any mortgages, indentures,

loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension

of credit in excess of $50,000 or creating any material Encumbrances with respect to any assets of Parent or any loans or debt obligations

with officers or directors of Parent;

(xii)

each Parent Contract requiring payment by or to Parent

after the date of this Agreement in excess of $50,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying

any that contain exclusivity provisions), (B) any agreement involving provision of services or products with respect to any pre-clinical

or clinical development activities of Parent, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development

or other agreement currently in force under which Parent or any of its Subsidiaries has continuing obligations to develop or market any

product, technology or service, or any agreement pursuant to which Parent or any of its Subsidiaries has continuing obligations to develop

any Intellectual Property that will not be owned, in whole or in part, by Parent or such Subsidiary or (D) any Contract to license any

patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture

or produce any product, service or technology of Parent or any of its Subsidiaries or any Contract to sell, distribute or commercialize

any products or service of Parent or any of its Subsidiaries, in each case, except for Parent Contracts entered into in the Ordinary

Course of Business;

(xiii)

each Parent Contract with any Person, including any

financial advisor, broker, finder, investment banker or other Person, providing advisory services to Parent in connection with the Contemplated

Transactions and requiring payments by Parent after the date in this Agreement in excess of $50,000 pursuant to its express terms;

(xiv)

each Parent Contract to which Parent or any of its Subsidiaries

is a party or by which any of their assets and properties is currently bound (other than Parent Real Estate Leases), which involves annual

obligations of payment by, or annual payments to, Parent or such Subsidiary in excess of $50,000;

(xv)

any Parent Real Estate Lease;

(xvi)

a Contract disclosed in or required to be disclosed

in Section 4.12(b) or Section 4.12(c) of the Parent Disclosure Letter; or

(xvii)

any other Parent Contract (other than Parent Real Estate

Leases) that is not terminable at will (with no penalty or payment) by Parent or any of its Subsidiaries, and (A) which involves payment

or receipt by Parent or such Subsidiary after the date of this Agreement under any such agreement, contract or commitment of more than

$50,000 in the aggregate, or obligations after the date of this Agreement in excess of $50,000 in the aggregate or (B) that is material

to the business or operations of Parent and its Subsidiaries taken as a whole.

(b)

Parent has delivered or made available to the Company

accurate and complete copies of all Parent Material Contracts, including all amendments thereto. There are no Parent Material Contracts

that are not in written form. Parent has not nor, to Parent’s Knowledge as of the date of this Agreement, has any other party to

a Parent Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under,

any of the terms or conditions of any Parent Material Contract in such a manner, and, if such Parent Material Contract provides for a

cure period, Parent or such other party fails to have cured such breach, violation or default, so that any other party or Parent, as

the case may be, is permitted to modify, cancel or terminate any such Parent Material Contract, or would permit any other party to seek

damages which would reasonably be expected to have a Parent Material Adverse Effect. As to Parent and its Subsidiaries, as of the date

of this Agreement, each Parent Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability

Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Parent Material Contract to change, any material

amount paid or payable to Parent under any Parent Material Contract or any other material term or provision of any Parent Material Contract.

4.14

Compliance; Permits; Restrictions.

(a)

Parent and each of its Subsidiaries is, and since January

1, 2023, has been in material compliance with all applicable Laws. No investigation, claim, suit, proceeding, audit, Order or other action

by any Governmental Authority is pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries. There

is no agreement or Order binding upon Parent or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect

of prohibiting or materially impairing any business practice of Parent or any of its Subsidiaries, any acquisition of material property

by Parent or any of its Subsidiaries or the conduct of business by Parent or any of its Subsidiaries as currently conducted, (ii) is

reasonably likely to have an adverse effect on Parent’s ability to comply with or perform any covenant or obligation under this

Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the

Contemplated Transactions.

(b)

Except for matters regarding the FDA or other Drug/Device

Regulatory Agency, each of Parent and its Subsidiaries holds all required Governmental Authorizations that are material to the operation

of the business of Parent and Merger Sub as currently conducted (collectively, the “Parent Permits”). Section 4.14(b)

of the Parent Disclosure Letter identifies each Parent Permit. Each of Parent and its Subsidiaries is in material compliance with the

terms of the Parent Permits. No Legal Proceeding is pending or, to the Knowledge of Parent, threatened, which seeks to revoke, substantially

limit, suspend or materially modify any Parent Permit. The rights and benefits of each Parent Permit, if any, will be available to Parent

and Surviving Corporation immediately after the Effective Time on terms substantially identical to those enjoyed by Parent and its Subsidiaries

as of the date of this Agreement and immediately prior to the Effective Time.

(c)

There are no Legal Proceedings pending or, to the Knowledge

of Parent, threatened with respect to an alleged violation by Parent or any of its Subsidiaries of the FDCA, PHSA, FDA regulations adopted

thereunder, the Controlled Substances Act or any other similar Law promulgated by a Drug/Device Regulatory Agency.

(d)

Each of Parent and its Subsidiaries holds all required

Governmental Authorizations issuable by any Drug/Device Regulatory Agency necessary for the conduct of the business of Parent and Merger

Sub as currently conducted, and, as applicable, the development, testing, manufacturing, processing, storage, labeling, sale, marketing,

advertising, distribution and importation or exportation, as currently conducted, of any of its product candidates (the “Parent

Product Candidates”) (the “Parent Regulatory Permits”) and no such Parent Regulatory Permit has been (i)

revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any adverse manner other than immaterial adverse modifications.

Section 4.14(d) of the Parent Disclosure Letter identifies each Parent Regulatory Permit. Parent has timely maintained and is

in compliance in all material respects with the Parent Regulatory Permits and neither Parent nor any of its Subsidiaries has since January

1, 2023, received any written notice or correspondence or, to the Knowledge of Parent, other communication from any Drug/Device Regulatory

Agency regarding (A) any material violation of or failure to comply materially with any term or requirement of any Parent Regulatory

Permit or (B) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Parent Regulatory Permit.

Parent has made available to the Company all information requested by the Company in Parent’s or its Subsidiaries’ possession

or control relating to material Parent Product Candidates and the development, testing, manufacturing, processing, storage, labeling,

sale, marketing, advertising, distribution and importation or exportation of the Parent Product Candidates, including, but not limited

to, complete copies of the following (to the extent there are any): (x) adverse event reports; pre-clinical, clinical and other study

reports and material study data; inspection reports, notices of adverse findings, untitled letters, warning letters, filings and letters

and other written correspondence to and from any Drug/Device Regulatory Agency; and meeting minutes with any Drug/Device Regulatory Agency

and (y) similar reports, material study data, notices, letters, filings, correspondence and meeting minutes with any other Governmental

Authority. All such information is accurate and complete in all material respects.

(e)

All clinical, pre-clinical and other studies and tests

conducted by or on behalf of, or sponsored by, Parent or its Subsidiaries, in which Parent or its Subsidiaries or their respective product

candidates, including the Parent Product Candidates, have participated were, since January 1, 2023, and, if still pending, are being

conducted in accordance in all material respects with industry standard medical and scientific research procedures, in accordance in

all material respects with applicable protocols and contractual arrangements, and in compliance in all material respects with applicable

regulations of the Drug/Device Regulatory Agencies and other applicable Law, including but not limited to 21 C.F.R. Parts 11, 50, 54,

56, 58, 312 and 812. Since January 1, 2023, neither Parent nor any of its Subsidiaries has received any written notices, correspondence,

or other communications from any Drug/Device Regulatory Agency, Governmental Authority, institutional review board, ethics committee

or safety monitoring committee requiring or, to the Knowledge of Parent threatening to initiate, any action to place a clinical hold

order on, or otherwise terminate, delay or suspend any clinical studies conducted by or on behalf of, or sponsored by, Parent or any

of its Subsidiaries or in which Parent or any of its Subsidiaries or its current product candidates, including the Parent Product Candidates,

have participated and neither Parent nor any of its Subsidiaries are aware of the existence of any fact or event as of the date hereof

that would reasonably be expected to lead to any of the aforementioned. Further, no clinical investigator, researcher, or clinical staff

participating in any clinical study conducted by or, to the Knowledge of Parent, on behalf of Parent or any of its Subsidiaries has been

disqualified from participating in studies involving the Parent Product Candidates, and to the Knowledge of Parent, no such administrative

action to disqualify such clinical investigators, researchers, or clinical staff has been threatened or is pending.

(f)

Neither Parent nor any of its Subsidiaries and, to the

Knowledge of Parent, any contract manufacturer with respect to any Parent Product Candidate is the subject of any pending or, to the

Knowledge of Parent, threatened investigation in respect of its business or products, including Parent Product Candidates, by the FDA

pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56

Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or by any other Drug/Device Regulatory Agency under a comparable policy.

Neither Parent nor any of its Subsidiaries and, to the Knowledge of Parent, any contract manufacturer, nor their respective officers,

employees or agents, with respect to any Parent Product Candidate has committed any acts, made any statement or failed to make any statement,

in each case in respect of its business or products that would violate FDA’s “Fraud, Untrue Statements of Material Facts,

Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto or a comparable policy of any other Drug/Device Regulatory

Agency. None of Parent, any of its Subsidiaries, and to the Knowledge of Parent, any contract manufacturer with respect to any Parent

Product Candidate, or any of their respective officers, employees or agents is currently or has been debarred, convicted of any crime

or is engaging or has engaged in any conduct that could result in a material debarment or exclusion under (i) 21 U.S.C. Section 335a

or (ii) any similar applicable Law. To the Knowledge of Parent, no material debarment or exclusionary claims, actions, proceedings or

investigations in respect of their business or products are pending or threatened against Parent, any of its Subsidiaries, and to the

Knowledge of Parent, any contract manufacturer with respect to any Parent Product Candidate, or any of its officers, employees, or agents.

(g)

All manufacturing operations conducted by, or to the

Knowledge of Parent, for the benefit of, Parent or its Subsidiaries in connection with any Parent Product Candidate since January 1,

2023, have been and are being conducted in compliance in all material respects with applicable Laws, including the FDA’s standards

for current good manufacturing practices, including applicable requirements contained in 21 C.F.R. Parts 210, 211 and 600-610, and the

respective counterparts thereof promulgated by Governmental Authorities in countries outside the United States.

(h)

None of Parent, any of its Subsidiaries, and to the

Knowledge of Parent, any manufacturing site of a contract manufacturer or laboratory, with respect to any Parent Product Candidate, (i)

is subject to a Drug/Device Regulatory Agency shutdown or import or export prohibition or (ii) has received any Form FDA 483, notice

of violation, warning letter, untitled letter or similar correspondence or notice from the FDA or other Drug/Device Regulatory Agency

alleging or asserting noncompliance with any applicable Law, in each case, that have not been complied with or closed to the satisfaction

of the relevant Drug/Device Regulatory Agency, and, to the Knowledge of Parent, neither the FDA nor any other Drug/Device Regulatory

Agency is considering such action.

4.15

Legal Proceedings; Orders.

(a)

There is no pending Legal Proceeding and, to the Knowledge

of Parent, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves Parent or any of its Subsidiaries

or any Parent Associate (in his or her capacity as such) or any of the material assets owned or used by Parent or any of its Subsidiaries

or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated

Transactions.

(b)

There is no Order to which Parent or any of its Subsidiaries,

or any of the material assets owned or used by Parent or any of its Subsidiaries is subject. To the Knowledge of Parent, no officer or

other Parent Key Employee or any of its Subsidiaries is subject to any Order that prohibits such officer or employee from engaging in

or continuing in any conduct, activity or practice relating to the business of Parent or any of its Subsidiaries or any material assets

owned or used by Parent or any of its Subsidiaries.

4.16

Tax Matters.

(a)

Each of Parent and each of its Subsidiaries has timely

filed (or caused to be timely filed) all income Tax Returns and all other material Tax Returns required to be filed by it under applicable

Law (taking into account any applicable extensions). All such Tax Returns were true, correct and complete in all material respects. Subject

to exceptions as would not be material, no claim has been made by a Governmental Authority in a jurisdiction where Parent or any of its

Subsidiaries does not file Tax Returns that Parent or any of its Subsidiaries is subject to taxation by that jurisdiction.

(b)

All material amounts of Taxes due and owing by Parent

or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid (taking into account any applicable extensions).

(c)

Each of Parent and each of its Subsidiaries has withheld

and paid to the appropriate Governmental Authority all material Taxes required to have been withheld and paid in connection with any

amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(d)

There are no Encumbrances for a material amount of Taxes

(other Encumbrances described in clause (a) of the definition of “Permitted Encumbrances”) upon any of the assets of Parent

or any of its Subsidiaries.

(e)

No deficiencies for a material amount of Taxes with

respect to Parent or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Authority in writing that have

not been timely paid in full. There are no pending (or, based on written notice, threatened) material audits, assessments, examinations

or other actions for or relating to any liability in respect of Taxes of Parent or any of its Subsidiaries. Neither Parent nor any of

its Subsidiaries has granted a waiver of any statute of limitations in respect of a material amount of Taxes or an extension of time

with respect to a material Tax assessment or deficiency that, in each case, is currently in effect.

(f)

Parent has not been a United States real property holding

corporation within the meaning of Section 897(c)(2) of the Code in the last five (5) years.

(g)

Neither Parent nor any of its Subsidiaries is a party

to any Tax allocation, Tax sharing or similar agreement (including indemnity arrangements), other than Ordinary Course Agreements.

(h)

Neither Parent nor any of its Subsidiaries has been

a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is

Parent). Neither Parent nor any of its Subsidiaries has any material Liability for the Taxes of any Person (other than Parent or its

Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee

or successor, or by Contract (other than an Ordinary Course Agreement).

(i)

Neither Parent nor any of its Subsidiaries has distributed

stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed

in whole or in part by Section 355 of the Code or Section 361 of the Code.

(j)

Neither Parent nor any of its Subsidiaries has entered

into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or

301.6111-2(b)(2).

(k)

Neither Parent nor any of its Subsidiaries is aware

of any facts or circumstances or has taken or agreed to take any action, in each case, that would reasonably be expected to prevent or

impede the Intended Tax Treatment.

(l)

Neither Parent nor any of its Subsidiaries is a party

to any closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local, or non-U.S. Law) with any Governmental

Authority that would be binding on Parent, the Surviving Corporation, or any of its Subsidiaries after the Closing.

(m)

All intercompany transactions between Parent and any

of its Subsidiaries, and among any of its Subsidiaries, have been conducted at arm’s length and in compliance in all material respects

with Section 482 of the Code and the Treasury Regulations promulgated thereunder, and any comparable provisions of state, local, or non-U.S.

Law. Parent and its Subsidiaries have maintained documentation (including any applicable transfer pricing studies) in accordance with

Sections 6662 and 6662A of the Code and any comparable provisions of state, local, or non-U.S. Law.

(n)

Neither Parent nor any of its Subsidiaries has made

or changed any Tax election that would reasonably be expected to adversely affect Parent, the Surviving Corporation or any of their respective

Subsidiaries following the Closing.

4.17

Employee and Labor Matters; Benefit Plans.

(a)

Parent has made available to Company a list setting

forth, for each Parent Associate who is an employee of Parent or any of its Subsidiaries, such employee’s name, employer, title,

hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the expected return), whether exempt from

the Fair Labor Standards Act and applicable state law, annual salary (or if hourly, hourly rate), most recent annual bonus received and

current annual bonus opportunity. Parent has made available to Company a list setting forth, for each Parent Associate who is an individual

independent contractor engaged by Parent or any of its Subsidiaries, such contractor’s name, duties and rate of compensation.

(b)

The employment of Parent’s employees is terminable

by Parent at will. Parent has made available to the Company accurate and complete copies of all employee manuals and handbooks, to the

extent currently effective and material.

(c)

Parent is not a party to, bound by the terms of, and

does not have a duty to bargain under, any collective bargaining agreement or other Contract with a labor organization representing any

of its employees, and there are no labor organizations representing or, to the Knowledge of Parent, purporting to represent or seeking

to represent any employees of Parent.

(d)

Section 4.17(d) of the Parent Disclosure Letter

lists all Parent Employee Plans (other than employment arrangements which are terminable “at will” without any contractual

obligation on the part of Parent or any of its Subsidiaries to make any severance, termination, change in control or similar payment

and that are substantively identical to the employment arrangements made available to the Company).

(e)

Each Parent Employee Plan that is intended to be qualified

under Section 401(a) of the Code has received a favorable determination or opinion letter with respect to such qualified status from

the IRS. To the Knowledge of Parent, nothing has occurred that would reasonably be expected to adversely affect the qualified status

of any such Parent Employee Plan or the exempt status of any related trust.

(f)

Each Parent Employee Plan has been established, maintained

and operated in compliance, in all material respects, with its terms and applicable Law, including, without limitation, the Code, ERISA

and the Affordable Care Act. No Legal Proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge

of Parent, threatened in writing with respect to any Parent Employee Plan. All payments and/or contributions required to have been made

with respect to all Parent Employee Plans either have been timely made or have been accrued in accordance with the terms of the applicable

Parent Employee Plan and applicable Law.

(g)

Neither Parent nor any of its ERISA Affiliates maintains,

contributes to or is required to contribute to, or has, in the past six (6) years, maintained, contributed to or been required to contribute

to (i) any “employee benefit plan” that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code,

(ii) a Multiemployer Plan, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any Multiple Employer

Plan, or (v) any Multiple Employer Welfare Arrangement. Neither Parent nor any of its ERISA Affiliates has ever incurred any liability

under Title IV of ERISA.

(h)

No Parent Employee Plan provides for medical or other

welfare benefits to any service provider beyond termination of service or retirement, other than (1) pursuant to COBRA or an analogous

state law requirement or (2) continuation coverage through the end of the month in which such termination or retirement occurs. Parent

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

(i)

No Parent Employee Plan is subject to any law of a foreign

jurisdiction outside of the United States.

(j)

Each Parent Employee Plan that constitutes in any part

a “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the authoritative

guidance thereunder) (each, a “Parent 409A Plan”) has been operated and maintained in all material respects in operational

and documentary compliance with the requirements of Section 409A of the Code and the applicable authoritative guidance thereunder. No

payment to be made under any Parent 409A Plan is or, when made in accordance with the terms of the Parent 409A Plan, will be subject

to the penalties of Section 409A(a)(1) of the Code.

(k)

Parent is in material compliance with all Employment-Related

Laws and in each case, with respect to the employees of Parent: (i) has withheld and reported all material amounts required by law or

by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) is not liable for any

material amounts of arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing and (iii)

is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority,

with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine

payments to be made in the Ordinary Course of Business). There are no material Legal Proceedings, claims, labor disputes or organizing

activities, or grievances pending or, to the Knowledge of Parent, threatened or reasonably anticipated against or involving Parent or

any trustee of Parent relating to any employee, contingent worker, director, employment agreement or Parent Employee Plan (other than

routine claims for benefits) or Employment-Related Laws. To the Knowledge of Parent, there are no material pending or threatened or reasonably

anticipated claims or actions against Parent, any Parent trustee or any trustee of any Subsidiary of Parent under any workers’

compensation policy or long-term disability policy. Parent is not a party to a conciliation agreement, consent decree or other agreement

or Order with any federal, state or local agency or Governmental Authority with respect to employment practices.

(l)

Parent has no material liability with respect to any

misclassification within the past three (3) years of: (i) any Person as an independent contractor rather than as an employee, (ii) any

employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Parent has

not taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN

Act, issued any notification of a plant closing or mass layoff required by the WARN Act (nor has Parent been under any requirement or

obligation to issue any such notification), or incurred any liability or obligation under the WARN Act that remains unsatisfied.

(m)

To the Knowledge of Parent, there has never been, nor

has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union, organizing activity, question concerning

representation or any similar activity or dispute, with respect to any Parent Associate. No event has occurred within the past six months,

and no condition or circumstance exists, that, to the Knowledge of Parent, might directly or indirectly be likely to give rise to or

provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, union organizing activity, question

concerning representation or any similar activity or dispute.

(n)

Neither Parent nor any of its Subsidiaries is, nor has

Parent nor any of its Subsidiaries been, engaged in any material unfair labor practice within the meaning of the National Labor Relations

Act. There is no material Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Parent, threatened or reasonably

anticipated relating to any employment contract, privacy right, labor dispute, wages and hours, leave of absence, plant closing notification,

workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation,

safety or discrimination matter involving any current or former employee of Parent or any of its Subsidiaries, including charges of unfair

labor practices or discrimination complaints.

(o)

There is no contract, agreement, plan or arrangement

to which Parent or any of its Subsidiaries is a party or by which it is bound to compensate any of its employees or other service providers

for any income or excise taxes paid pursuant to the Code, including, but not limited to, Section 4999 or Section 409A of the Code.

(p)

Neither Parent nor any of its Subsidiaries is a party

to any Contract that as a result of the execution and delivery of this Agreement, the stockholder approval of this Agreement, nor the

consummation of the transactions contemplated hereby, could (either alone or in conjunction with any other event) (i) result in the payment

of any “parachute payment” within the meaning of Section 280G of the Code or (ii) result in, or cause the accelerated vesting,

payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other

service provider of Parent or any of its Subsidiaries.

(q)

Section 4.17(q) of the Parent Disclosure Letter

sets forth a complete and accurate list of (i) each employee, officer, director or other service provider of Parent or any of its Subsidiaries

who is entitled to receive any change of control, severance, retention, transaction bonus or similar payment in connection with the execution

and delivery of this Agreement, the Required Parent Stockholder Vote, or the consummation of the Contemplated Transactions (either alone

or in conjunction with any other event, including termination of employment), (ii) the amount of each such payment, and (iii) the aggregate

amount of all such payments. Parent represents and warrants that such aggregate amount of all change of control, severance, retention,

transaction bonus and similar payments set forth on Section 4.17(q) of the Parent Disclosure Letter is complete and accurate as of the

date hereof.

4.18

Environmental Matters.

(a)

Since January 1, 2023, Parent and each of its Subsidiaries has complied with all applicable Environmental Laws, which compliance includes

the possession by Parent of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance

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

in a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has received since January 1, 2023, any written notice

or other communication (in writing or otherwise), whether from a Governmental Authority, citizens group, employee or otherwise, that

alleges that Parent or any of its Subsidiaries is not in compliance with any Environmental Law, and, to the Knowledge of Parent, there

are no circumstances that may prevent or interfere with Parent’s or any of its Subsidiaries’ compliance with any Environmental

Law in the future, except where such failure to comply would not reasonably be expected to have a Parent Material Adverse Effect. To

the Knowledge of Parent: (i) no current or prior owner of any property leased or controlled by Parent or any of its Subsidiaries has

received since January 1, 2023, any written notice or other communication relating to property owned or leased at any time by Parent

or any of its Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such current

or prior owner or Parent or any of its Subsidiaries is not in compliance with or violated any Environmental Law relating to such property

and (ii) neither Parent nor any of its Subsidiaries has any material liability under any Environmental Law. Parent has made available

all environmental site assessments, environmental audits and other material environmental documents in Parent’s possession or control

relating to Parent and its Subsidiaries, including Parent’s and its Subsidiaries’ business and current or former facilities.

(b)

Neither Parent nor any of its Subsidiaries has, except in compliance with all applicable Environmental Laws: (i) generated, used, handled,

treated, stored, released, discharged, emitted or disposed of any Hazardous Materials on, at, under, in, to or from any property currently

or formerly owned, leased or operated by Parent or any of its Subsidiaries, (ii) transported or arranged for the transportation of any

Hazardous Materials to or from any property currently or formerly owned, leased or operated by Parent or any of its Subsidiaries, or

(iii) arranged for the disposal, treatment or recycling of any Hazardous Materials at any other location. To the Knowledge of Parent,

no Hazardous Materials are present on, at, under or migrating to or from any property currently or formerly owned, leased or operated

by Parent or any of its Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any material liability

under any Environmental Law or otherwise require investigation or remediation under any Environmental Law.

4.19

Insurance. Parent has delivered to the Company accurate and complete copies of all insurance policies

and all material self-insurance programs and arrangements relating to the business, assets, liabilities and operations of Parent and

its Subsidiaries (including Merger Sub). Each of such insurance policies is in full force and effect and Parent and its Subsidiaries

(including Merger Sub) are in compliance in all material respects with the terms thereof. Other than customary end of policy notifications

from insurance carriers, since January 1, 2023, neither Parent nor any of its Subsidiaries has received any notice or other communication

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

reservation of rights or rejection of any material claim under any insurance policy. Each of Parent and its Subsidiaries (including Merger

Sub) has provided timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding pending against Parent or such

Subsidiary for which Parent or such Subsidiary has insurance coverage, and no such carrier has issued a denial of coverage or a reservation

of rights with respect to any such Legal Proceeding, or informed Parent or any of its Subsidiaries of its intent to do so.

4.20

Transactions with Affiliates. Except as set forth in the Parent SEC Documents filed prior

to the date of this Agreement, since the date of Parent’s last proxy statement filed with the SEC, no event has occurred that would

be required to be reported by Parent pursuant to Item 404 of Regulation S-K promulgated by the SEC. No (a) present or former officer

or director of Parent or any of its Subsidiaries, (b) beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of 5% or more of

the outstanding shares of Parent Capital Stock or (c) affiliate or “associate” or any member of the “immediate family”

(as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any Person described in the foregoing clauses

(a) or (b) is a party to any actual or proposed transaction, agreement, commitment, arrangement or understanding with Parent or any of

its Subsidiaries or has engaged in any transaction therewith since January 1, 2021, excluding any employment or similar agreement, confidentiality

agreement, invention assignment agreement, noncompetition agreement, indemnification agreement with any present or former officer or

director of Parent or any of its Subsidiaries, Parent Employee Plan or Contract in connection therewith. Section 4.20 of the Parent

Disclosure Letter identifies each Person who is (or who may be deemed to be) an Affiliate of Parent as of the date of this Agreement.

4.21

No Financial Advisors. Except as set forth on Section 4.21 of the Parent Disclosure Letter,

no broker, finder, investment banker or other Person is entitled to any brokerage fee, finder’s fee, opinion fee, success fee,

transaction fee or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf

of Parent.

4.22

Valid Issuance. The Parent Capital Stock to be issued in the Merger will, when issued in accordance

with the provisions of this Agreement, be validly issued, fully paid and nonassessable. Upon completion of the Parent Charter Amendment,

Parent has authorized for issuance, and reserved a sufficient number of the Parent Capital Stock to consummate the Contemplated Transactions.

4.23

Privacy and Data Security.

(a)

Parent and its Subsidiaries are and since January 1, 2023, have been in compliance with all applicable Privacy Laws and the applicable

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

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

with respect to, or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing of, Personal Information

(including any such information of individuals, clinical trial participants, patients, patient family members, caregivers or advocates,

physicians and other health care professionals, clinical trial investigators, researchers, pharmacists that interact with Parent or any

of its Subsidiaries in connection with the operation of Parent’s and its Subsidiaries’ business), except, in each case, for

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

Adverse Effect. To the Knowledge of Parent, Parent (i) has implemented and maintains reasonable written policies and procedures that

materially comply with Privacy Laws and are designed to protect the privacy and security of Personal Information (“Privacy Policies”)

and (ii) has complied with such Privacy Policies, except for such noncompliance as has not had, and would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no Legal Proceeding has been

asserted or threatened against Parent or any of its Subsidiaries by any Person alleging a violation of Privacy Laws, Privacy Policies,

or the applicable terms of any Parent Contracts governing privacy, data protection, data security, trans-border data flow, data loss,

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

other tracking technology, with respect to, or the collection, handling, use, maintenance, storage, disclosure, transfer, or other processing

of, Personal Information. To the Knowledge of Parent, there have been no data security incidents or data breaches, or other adverse events

or incidents that have resulted in any unauthorized access to, or collection, use, disclosure, modification or destruction of, Personal

Information or other data in the possession or control of Parent, any of its Subsidiaries, or any service provider acting on behalf of

Parent, in each case, where such incident, breach, or event has resulted in a notification obligation to any Person under applicable

Law or pursuant to the terms of any Parent Contract.

(b)

Parent and its Subsidiaries have implemented and maintain commercially reasonable administrative, technical, and physical safeguards,

security measures, and policies designed to protect (i) the operation, confidentiality, integrity, and security of their software, systems,

networks, databases, websites, servers, and other information technology assets (collectively, “IT Systems”) and (ii)

all data (including confidential, proprietary, trade secret information, and Personal Information) processed thereby against unauthorized

access, use, modification, disclosure, or other misuse. The IT Systems are adequate for, and operate and perform in all material respects

as required in connection with, the operation of the business of Parent and its Subsidiaries as currently conducted, free and clear of

all material bugs, errors, defects, Trojan horses, time bombs, malware, viruses, and other corruptants.

(c)

Since January 1, 2023, there have been no material failures, breakdowns, continued substandard performance, or other adverse events affecting

the IT Systems of Parent or any of its Subsidiaries that have caused any material disruption to the business of Parent or any of its

Subsidiaries.

(d)

Parent maintains, and has maintained since January 1, 2023, cyber liability insurance coverage, including coverage for data breaches

and cybersecurity incidents, with coverage limits and terms that are reasonable and customary for companies of similar size operating

in the same or similar industries. Such insurance policies are in full force and effect, and all premiums due and payable thereunder

have been timely paid. Parent has not received any written notice of cancellation or non-renewal of any such policy, nor has any claim

under any such policy been denied. Neither Parent nor any of its Subsidiaries has made any claims against such cyber liability insurance

policy since its inception, nor has any claim thereunder been denied.

4.24

Sanctions and Trade Controls; AML Laws; Anti-Corruption.

(a)

Parent and each of its Subsidiaries has, within the last five (5) years: (i) complied with applicable Trade Control Laws and Sanctions

and AML Laws in all material respects; (ii) maintained in place and implemented controls to comply with applicable Trade Control Laws

and Sanctions; (iii) not knowingly engaged in a prohibited transaction or dealing, direct or indirect, with or involving a Sanctioned

Country or Sanctioned Person and (iv) not been, to the Knowledge of the Parent, the subject of or otherwise involved in an investigation

or enforcement action by any Governmental Authority or other legal proceeding with respect to any actual or alleged violations of Trade

Control Laws or Sanctions, and has not been notified of any such pending or threatened actions.

(b)

Neither Parent nor any of its Subsidiaries, nor any of its or their respective directors, offices, or to the Knowledge of Parent, employes,

or agents, is: (i) a Sanctioned Person; (ii) subject to debarment or any list-based designation under any Trade Control Law; or (iii)

engaged in transactions, dealings, or activities that are reasonably expected to cause such Person to become a Sanctioned Person.

(c)

Except as would not, individually or in the aggregate, be material to Parent, neither the Parent nor any of its Subsidiaries, nor any

of their respective directors, officers or employees, nor, to the Knowledge of the Parent, any other Person acting on behalf of the Parent

or any of its Subsidiaries, has, at any time during the past five (5) years, (i) taken any action in violation of the FCPA or other applicable

Bribery Legislation (in each case to the extent applicable) or (ii) been, subject to any actual, pending, or, to the knowledge of the

Parent threatened Legal Proceedings, or made any voluntary disclosures to any Governmental Authority, involving Parent or any of its

Subsidiaries in any way relating to applicable Bribery Legislation, including the FCPA. Parent and its Subsidiaries have made and kept

books and records, accounts and other records, which, in reasonable detail, accurately and fairly reflect transactions and dispositions

of their assets as required by the FCPA in all material respects. Parent and its Subsidiaries have instituted policies and procedures

reasonably designed to ensure compliance in all material respects with the FCPA and other applicable Bribery Legislation and maintain

such policies and procedures in force. To the Knowledge of Parent, no officer, director, or employee of Parent or any of its Subsidiaries

is a Government Official.

4.25

No Bankruptcy. Neither Parent nor any of its Subsidiaries has (a) filed, or had filed against it, a petition for bankruptcy, reorganization,

liquidation or similar proceeding under any federal, state or foreign bankruptcy, insolvency or similar law, (b) made an assignment for

the benefit of creditors, (c) had a receiver, trustee, custodian or similar fiduciary appointed for it or for all or a substantial part

of its property, (d) admitted in writing its inability to pay its debts generally as they become due, or (e) taken any action in furtherance

of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.

4.26

No Other Representations or Warranties. Parent hereby acknowledges and agrees that, except for the

representations and warranties contained in this Agreement, neither the Company nor any of its Subsidiaries nor any other person on behalf

of the Company or its Subsidiaries makes any express or implied representation or warranty with respect to the Company or its Subsidiaries

or with respect to any other information provided to Parent, Merger Sub or stockholders or any of their respective Affiliates in connection

with the Contemplated Transactions, and (subject to the express representations and warranties of the Company set forth in Section

3 (in each case as qualified and limited by the Company Disclosure Letter)) none of Parent, Merger Sub nor any of their respective

Representatives or stockholders, has relied on any such information (including the accuracy or completeness thereof).

Section

5. Certain Covenants of the Parties.

5.1

Operation of Parent’s Business.

(a)

Except (i) as expressly contemplated or permitted by

this Agreement, (ii) as set forth in Section 5.1(a) of the Parent Disclosure Letter, (iii) as required by applicable Law, or (iv)

unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during

the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant

to Section 10 and the Effective Time (the “Pre-Closing Period”), Parent shall, and shall cause its Subsidiaries

to, use commercially reasonable efforts to (w) conduct its business and operations in the Ordinary Course of Business and in material

compliance with all applicable Law and the requirements of all Contracts that constitute Parent Material Contracts, (x) continue to pay

material outstanding accounts payable and other material current Liabilities (including payroll) when due and payable, (y) maintain its

existence in good standing pursuant to applicable Law, and (z) preserve intact (A) its material assets, properties, Contracts or other

material legally binding understanding, licenses and business organizations, and (B) the services of its current officers and key employees,

and (C) the current relationships with material customers, vendors, distributors, partners, lessors, licensors, licensees, creditors,

contractors and other Persons with which Parent and/or any of its Subsidiaries has material business relations.

(b)

Except (i) as expressly contemplated or permitted by

this Agreement, (ii) as set forth in Section 5.1(b) of the Parent Disclosure Letter, (iii) as required by applicable Law, or (iv)

with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times

during the Pre-Closing Period, Parent shall not, nor shall it cause or permit any of its Subsidiaries to, do any of the following:

(i)

declare, accrue, set aside or pay any dividend or make

any other distribution in respect of any shares of its capital stock or repurchase, redeem or otherwise reacquire any shares of its capital

stock or other securities, (except for shares of Parent Common Stock from terminated employees, directors or consultants of Parent);

(ii)

except as required to give effect to anything in contemplation

of the Closing, amend any of its or its Subsidiaries’ Organizational Documents, or effect or be a party to any merger, consolidation,

share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction

except, for the avoidance of doubt, the Contemplated Transactions;

(iii)

sell, issue, grant, pledge or otherwise dispose of or

encumber or authorize the issuance of: (A) any capital stock or other security (except for Parent Common Stock issued upon the valid

exercise or settlement of outstanding Parent Options or Parent Restricted Stock Units, as applicable, in each case to the extent the

underlying award agreement relating thereto was issued before the date hereof), (B) any option, warrant or right to acquire any capital

stock or any other security or (C) any instrument convertible into or exchangeable for any capital stock or other security;

(iv)

form any Subsidiary or acquire any equity interest or

other interest in any other Entity or enter into a joint venture with any other Entity;

(v)

(A) lend money to any Person, (B) incur or guarantee

any indebtedness for borrowed money, (C) guarantee any debt securities of others or (D) make any capital expenditure or commitment;

(vi)

(A) adopt, establish or enter into any Parent Employee

Plan, including, for the avoidance of doubt, any equity awards plans, except as otherwise may be necessary to fulfill Parent’s

obligations hereunder (B) cause or permit any Parent Employee Plan to be amended other than as required by law or in order to make amendments

for the purposes of compliance with Section 409A of the Code, (C) pay any bonus or make any profit-sharing or similar payment to (except

with respect to obligations in place on the date of this Agreement pursuant to any Parent Employee Plan disclosed to the Company), or

materially increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any

of its directors, officers, employees or consultants, (D) increase the severance or change of control benefits offered to any current

or new employees, directors or consultants, or (E) hire any officer, employee or consultant;

(vii)

acquire any material asset or sell, lease, license or

otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets or properties;

(viii)

sell, assign, transfer, license, sublicense or otherwise

dispose of any material Parent IP Rights (other than pursuant to non-exclusive licenses in the Ordinary Course of Business);

(ix)

other than in the Ordinary Course of Business: (A) make,

change or revoke any material Tax election; (B) file any amended income or other material Tax Return; (C) adopt or change any material

accounting method in respect of Taxes; (D) enter into any material Tax closing agreement, settle any material Tax claim or assessment;

(E) consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment; or

(F) surrender any material claim for refund;

(x)

waive, settle or compromise any pending or threatened

Legal Proceeding against Parent or any of its Subsidiaries, other than waivers, settlements or agreements (A) for an amount not in excess

of $100,000 in the aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof) and (B) that do not

impose any material restrictions on the operations or businesses of Parent or its Subsidiaries, taken as a whole, or any equitable relief

on, or the admission of wrongdoing by Parent or any of its Subsidiaries;

(xi)

delay or fail to repay when due any material obligation,

including accounts payable and accrued expenses;

(xii)

forgive any loans to any Person, including its employees,

officers, directors or Affiliate;

(xiii)

terminate or modify in any material respect, or fail

to exercise renewal rights with respect to, any material insurance policy;

(xiv)

except in the Ordinary Course of Business (A) materially

change pricing or royalties or other payments set or charged by Parent or any of Subsidiaries to its customers or licensees or (B) agree

to materially change pricing or royalties or other payments set or charged by Persons who have licensed Intellectual Property to Parent

or any of Subsidiaries;

(xv)

enter into, amend in a manner adverse to Parent or terminate

any Parent Material Contract outside of the Ordinary Course of Business;

(xvi)

except as required by applicable Law or GAAP, (A) revalue

in any material respect any of its properties or assets, including writing-off notes or accounts receivable, other than in the Ordinary

Course of Business; or (B) make any change in any of its accounting principles or practices; or

(xvii)

agree, resolve or commit to do any of the foregoing.

Nothing

contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct the operations of Parent prior

to the Effective Time. Prior to the Effective Time, Parent shall exercise, consistent with the terms and conditions of this Agreement,

complete unilateral control and supervision over its business operations.

5.2

Operation of the Company’s Business.

(a)

Except (i) as expressly contemplated or permitted by

this Agreement, (ii) as set forth in Section 5.2(a) of the Company Disclosure Letter or on the Company Pre-Closing Budget, (iii)

as required by applicable Law, (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld,

delayed or conditioned), (v) in connection with the award of the CEO RSUs, or (vi) in connection with the Company Investor Financing,

during the Pre-Closing Period the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to conduct

its business and operations in the Ordinary Course of Business and in material compliance with all applicable Law and the requirements

of all Contracts that constitute Company Material Contracts.

(b)

Except (i) as expressly contemplated or permitted by

this Agreement, (ii) as set forth in Section 5.2(b) of the Company Disclosure Letter or on the Company Pre-Closing Budget, (iii)

as required by applicable Law, (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed

or conditioned), or (v) in connection with the Company Investor Financing, at all times during the Pre-Closing Period, the Company shall

not, nor shall it cause or permit any of its Subsidiaries to, do any of the following:

(i)

declare, accrue, set aside or pay any dividend or make

any other distribution in respect of any shares of its capital stock; or repurchase, redeem or otherwise reacquire any shares of Company

Capital Stock or other securities (except for shares of Company Common Stock from terminated employees, directors or consultants of the

Company);

(ii)

except as required to give effect to anything in contemplation

of the Closing, amend any of its or its Subsidiaries’ Organizational Documents, or effect or be a party to any merger, consolidation,

share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction

except, for the avoidance of doubt, the Contemplated Transactions;

(iii)

other than in the Ordinary Course of Business, sell,

issue grant, or authorize any of the foregoing actions with respect to more than 25% of the shares of Company Capital Stock outstanding

as of the date of this Agreement: (A) any capital stock or other security of the Company or any of its Subsidiaries (except for shares

of outstanding Company Common Stock issued upon the valid exercise of Company Options), (B) any option, warrant or right to acquire any

capital stock or any other security or (C) any instrument convertible into or exchangeable for any capital stock or other security of

the Company or any of its Subsidiaries;

(iv)

issue the CEO RSUs; provided, however,

that Parent’s consent pursuant to the Company’s issuance of the CEO RSUs during the Pre-Closing Period shall not be unreasonably

withheld, conditioned or delayed, it being understood that Parent shall not be entitled to request or impose (by virtue of conditioning

or withholding its consent or otherwise) any further milestones, vesting conditions, or restrictive covenants on the CEO RSUs or in the

award agreement pursuant to which such CEO RSUs will be issued, and Parent shall not be entitled to impose any limitation on the number

of shares Parent Common Stock subject to the Assumed CEO RSU, except to the extent set forth in the definition of “CEO RSUs”

hereunder;

(v)

other than in the Ordinary Course of Business, acquire

any equity interest or other interest in any other Entity or enter into a joint venture with any other Entity;

(vi)

(A) lend money to any Person, (B) incur or guarantee

any indebtedness for borrowed money, or (C) guarantee any debt securities of others;

(vii)

acquire any material asset or sell, lease, license or

otherwise irrevocably dispose of any of its assets or properties, or grant any Encumbrance with respect to such assets or properties,

except in the Ordinary Course of Business;

(viii)

sell, assign, transfer, license, sublicense or otherwise

dispose of any material Company IP Rights (other than pursuant to non-exclusive licenses in the Ordinary Course of Business);

(ix)

waive, settle or compromise any pending or threatened

Legal Proceeding against the Company, other than waivers, settlements or agreements (A) for an amount not in excess of $100,000 in the

aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof) and (B) that do not impose any material

restrictions on the operations or businesses of the Company or any equitable relief on, or the admission of wrongdoing by the Company;

(x)

enter into, amend in a manner adverse to the Company

or terminate any Company Material Contract outside of the Ordinary Course of Business;

(xi)

make any dividend or distribution to Seno in respect

of its shares of Company Capital Stock; or

(xii)

agree, resolve or commit to do any of the foregoing.

Nothing

contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of the Company prior

to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement,

complete unilateral control and supervision over its business operations.

5.3

Access and Investigation.

(a)

Subject to the terms of the Confidentiality Agreement,

which the Parties agree will continue in full force following the date of this Agreement, during the Pre-Closing Period, upon reasonable

notice, Parent, on the one hand, and the Company, on the other hand, shall and shall use commercially reasonable efforts to cause such

Party’s Representatives to: (a) provide the other Party and such other Party’s Representatives with reasonable access during

normal business hours to such Party’s Representatives, personnel, property and assets and to all existing books, records, Tax Returns,

work papers and other documents and information relating to such Party and its Subsidiaries, (b) provide the other Party and such other

Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and other documents

and information relating to such Party and its Subsidiaries, and with such additional financial, operating and other data and information

regarding such Party and its Subsidiaries as the other Party may reasonably request, (c) permit the other Party’s officers and

other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers

and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss

such matters as the other Party may deem necessary, and (d) make available to the other Party copies of any material notice, report or

other document filed with or sent to or received from any Governmental Authority in connection with the Contemplated Transactions. Any

investigation conducted by either Parent or the Company pursuant to this Section 5.3 shall be conducted in such manner as not

to interfere unreasonably with the conduct of the business of the other Party.

(b)

Notwithstanding anything herein to the contrary in this

Section 5.3, no access or examination contemplated by this Section 5.3 shall be permitted to the extent that it would require

any Party or its Subsidiaries to waive the attorney-client privilege or attorney work product privilege, or violate any applicable Law;

provided, that such Party or its Subsidiary (i) shall be entitled to withhold only such information that may not be provided without

causing such violation or waiver, (ii) shall provide to the other Party all related information that may be provided without causing

such violation or waiver (including, to the extent permitted, redacted versions of any such information) and (iii) shall enter into such

effective and appropriate joint-defense agreements or other protective arrangements as may be reasonably requested by the other Party

in order that all such information may be provided to the other Party without causing such violation or waiver.

5.4

No Solicitation.

(a)

Each of Parent and the Company agrees that, during the

Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize or permit any of

its Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage, induce or facilitate the communication,

making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry, (ii) furnish any non-public information regarding

such Party to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry, (iii) engage in discussions

or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, (iv) execute or enter into any letter

of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction or (v) publicly propose to do any of the

foregoing; provided, however, that, notwithstanding anything contained in this Section 5.4 and subject to compliance

with this Section 5.4, prior to the approval of this Agreement by a Party’s stockholders (i.e., the Required Company Stockholder

Vote, in the case of the Company and its Subsidiaries, or the Required Parent Stockholder Vote in the case of Parent), such Party may

furnish non-public information regarding such Party and its Subsidiaries to, and enter into discussions or negotiations with, any Person

in response to a bona fide written Acquisition Proposal by such Person which such Party’s board of directors determines in good

faith, after consultation with such Party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely

to result in, a Superior Offer (and is not withdrawn) if: (A) such Acquisition Proposal was not obtained or made as a direct or indirect

result of a breach of this Agreement, (B) the board of directors of such Party concludes in good faith based on the advice of outside

legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the board of directors’

fiduciary duties under applicable Law, (C) at least two (2) Business Days prior to initially furnishing any such nonpublic information

to, or entering into discussions with, such Person, such Party gives the other Party written notice of the identity of such Person and

of such Party’s intention to furnish nonpublic information to, or enter into discussions with, such Person, (D) such Party receives

from such Person an executed Acceptable Confidentiality Agreement and (E) at least two (2) Business Days prior to furnishing any such

nonpublic information to such Person, such Party furnishes such nonpublic information to the other Party (to the extent such information

has not been previously furnished by such Party to the other Party). Without limiting the generality of the foregoing, each Party acknowledges

and agrees that, in the event any Representative of such Party takes any action that, if taken by such Party, would constitute a breach

of this Section 5.4 by such Party, the taking of such action by such Representative shall be deemed to constitute a breach of

this Section 5.4 by such Party for purposes of this Agreement.

(b)

If any Party or any Representative of such Party receives

an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such Party shall promptly (and in no event

later than one (1) Business Day after such Party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other

Party in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such

Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such Party shall keep the other Party reasonably informed with respect

to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification

thereto.

(c)

Each Party shall immediately cease and cause to be terminated

any existing discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry

as of the date of this Agreement and request the destruction or return of any nonpublic information provided to such Person.

(d)

Notwithstanding the foregoing or anything to the contrary

herein, in the event that the initial End Date has passed (without taking into account extensions provided for in Section 10.1(b)),

the Parent and the Company shall be, without further action on the part of any party, released from any and all of its obligations under

this Section 5.4. For the avoidance of doubt, in such a case, the Parent and the Company shall be free to pursue, solicit or otherwise

participate in, without liability hereunder, any offer or transaction, whether or not it would constitute a Superior Offer or an Acquisition

Proposal, without providing notice to or seeking consent or a waiver from the other Party.

5.5

Notification of Certain Matters. During the Pre-Closing Period, each of the Company, on the one

hand, and Parent, on the other hand, shall promptly notify the other (and, if in writing, furnish copies of) if any of the following

occurs: (a) any notice or other communication is received from any Person alleging that the Consent of such Person is or may be required

in connection with any of the Contemplated Transactions, (b) any Legal Proceeding against or involving or otherwise affecting such Party

or its Subsidiaries is commenced, or, to the Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party,

any director or officer of such Party, (c) such Party becomes aware of any inaccuracy in any representation or warranty made by such

Party in this Agreement or (d) the failure of such Party to comply with any covenant or obligation of such Party; in each case that could

reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 7, Section 8 or Section

9, as applicable, impossible or materially less likely. No such notice shall be deemed to supplement or amend the Company Disclosure

Letter or the Parent Disclosure Letter for the purpose of (x) determining the accuracy of any of the representations and warranties made

by the Company in this Agreement or (y) determining whether any condition set forth in Section 7, Section 8 or Section

9 has been satisfied. Any failure by either Party to provide notice pursuant to this Section 5.5 shall not be deemed to be

a breach for purposes of Section 8.2 or Section 9.2, as applicable, unless such failure to provide such notice was knowing

and intentional.

Section

6. Additional Agreements of the Parties.

6.1

Registration Statement, Proxy Statement.

(a)

As promptly as reasonably practicable after the date

of this Agreement, Parent, in cooperation with and subject to the written consent of the Company, shall prepare and file with the SEC

a registration statement on Form S-4 (including a prospectus) (the “Form S-4”) to vote on the approval of the Parent

Stockholder Approval Matters and in which a proxy statement relating to the Parent Stockholder Meeting to be held in connection with

the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) shall be included

as a part (the Proxy Statement and the Form S-4, collectively, the “Registration Statement”), in connection with the

registration under the Securities Act of the shares of Parent Common Stock to be issued by virtue of the Contemplated Transactions. Parent

shall use commercially reasonable efforts to (i) cause the Registration Statement to comply with applicable rules and regulations promulgated

by the SEC, (ii) cause the Registration Statement to become effective as promptly as practicable, and (iii) respond promptly to any comments

or requests of the SEC or its staff related to the Registration Statement. Parent shall use commercially reasonable efforts to take all

actions required under any applicable federal, state, securities and other Laws in connection with the issuance of shares of Parent Capital

Stock pursuant to the Contemplated Transactions. Each of the Parties shall reasonably cooperate with the other Party and furnish all

information concerning itself and its Affiliates, as applicable, to the other Parties that is required by law to be included in the Registration

Statement as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement

and Proxy Statement.

(b)

Parent covenants and agrees that the Registration Statement

(and the letter to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects

with the requirements of applicable U.S. federal securities laws and the DGCL, and (ii) will not contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light

of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information supplied by or

on behalf of the Company to Parent for inclusion in the Registration Statement (including the Company Audited Financial Statements) will

not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in

order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing,

neither Party makes any covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter

to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other Party or

any of its Representatives regarding such other Party or its Affiliates for inclusion therein.

(c)

Parent shall use commercially reasonable efforts to

cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement is

declared effective under the Securities Act. If at any time before the Effective Time, (i) Parent, Merger Sub or the Company (A) become

aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement

to the Registration Statement or Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Registration

Statement or for additional information related thereto, or (C) receives SEC comments on the Registration Statement, or (ii) the information

provided in the Registration Statement has become “stale” (financial or otherwise) and new information should be disclosed

in an amendment or supplement to the Registration Statement, as the case may be, then such Party, as the case may be, shall promptly

inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC

(and, if appropriate, in mailing such amendment or supplement to Parent stockholders) or otherwise addressing such SEC request or comments

and each Party and shall use their commercially reasonable efforts to cause any such amendment to become effective, if required. Parent

shall promptly notify the Company if it becomes aware (1) that the Registration Statement has become effective, (2) of the issuance of

any stop order or suspension of the qualification or registration of the Parent Capital Stock issuable in connection with the Contemplated

Transactions for offering or sale in any jurisdiction, or (3) any order of the SEC related to the Registration Statement, and shall promptly

provide to the Company copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or

staff of the SEC, on the other hand, with respect to the Registration Statement and all orders of the SEC relating to the Registration

Statement.

(d)

The Company shall reasonably cooperate with Parent and

provide, and cause its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding

the Company that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in

the Registration Statement (collectively, the “Company Required S-4 Information”). Without limiting the foregoing,

the Company will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of the Company’s independent

accounting firm, dated no more than two (2) Business Days before the date on which the Registration Statement is filed with the SEC (and

reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for consent letters delivered by independent

public accountants in connection with registration statements similar to the Registration Statement. The Company and its legal counsel

shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto,

and final approval over the contents of the Registration Statement, prior to the filing thereof with the SEC, and on the response to

any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. If the prior consent of the Company

is not obtained in contravention of this Section 6.1, then notwithstanding anything else herein, the Company makes no covenant

or representation regarding the portion of such information supplied by or on behalf of the Company to Parent for inclusion in such Registration

Statement that the Company reasonably identifies prior to such filing of the Registration Statement.

(e)

The Company will, within forty-five (45) days following

the date hereof (the “Initial Financial Delivery Period”), furnish to Parent (i) audited financial statements for

each of its fiscal years required to be included in the Registration Statement, or an audited period balance sheet, as applicable (the

“Company Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed

prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing

if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company

Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements

shall be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during

the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects,

the financial position and the results of operations, changes in stockholders’ equity and cash flows of the Company as of the dates

of and for the periods referred to in the Company Audited Financial Statements or the Company Interim Financial Statements, as the case

may be.

6.2

Company Stockholder Written Consent.

(a)

Promptly after the Registration Statement has been declared

effective under the Securities Act, and in any event no later than two (2) Business Days thereafter, the Company shall obtain the approval

by written consent from Company stockholders sufficient for the Required Company Stockholder Vote in lieu of a meeting pursuant to Section

228 of the DGCL, for purposes of (i) adopting and approving this Agreement and the Contemplated Transactions, (ii) acknowledging that

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

to Section 262 of the DGCL, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging

that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and

thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL (the “Company Stockholder

Written Consents”). Under no circumstances shall the Company assert that any other approval or consent is necessary by its

stockholders to approve this Agreement and the Contemplated Transactions.

(b)

Reasonably promptly following receipt of the Required

Company Stockholder Vote, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every stockholder

of the Company that did not execute the Company Stockholder Written Consent that satisfies the requirements of Sections 228 and 262 of

the DGCL.

(c)

The Company agrees that, subject to Section 6.2(d):

(i) the Company Board shall recommend that the Company’s stockholders vote to adopt and approve this Agreement and the Contemplated

Transactions and shall use commercially reasonable efforts to solicit such approval within the time set forth in Section 6.2(a)

(the recommendation of the Company Board that the Company’s stockholders vote to adopt and approve this Agreement being referred

to as the “Company Board Recommendation”) and (ii) the Company Board Recommendation shall not be withdrawn or modified

(and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation) in a manner adverse to Parent,

and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse

to Parent or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any Acquisition Proposal shall be adopted

or proposed.

(d)

Notwithstanding anything to the contrary contained in

Section 6.2(c), and subject to compliance with Section 5.4 and Section 6.2, if at any time prior to approval and

adoption of this Agreement by the Required Company Stockholder Vote, (i) the Company receives a bona fide written Acquisition Proposal

that the Company Board determines, following consultation with its outside legal counsel and financial advisor, to be a Superior Offer,

or (ii) as a result of a material development or change in circumstances (other than any such event, development or change to the extent

related to any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the consequences thereof) that affects the business,

assets or operations of the Company that occurs or arises after the date of this Agreement (a “Company Intervening Event”),

the Company Board may withhold, amend, withdraw or modify the Company Board Recommendation (or publicly propose to withhold, amend, withdraw

or modify the Company Board Recommendation) in a manner adverse to Parent (collectively, a “Company Board Adverse Recommendation

Change”) if, but only if, (x) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer,

(i) the Company Board determines in good faith, based on the advice of its outside legal counsel (oral advice to suffice), that the failure

to withhold, amend, withdraw or modify the Company Board Recommendation would reasonably be expected to be inconsistent with its fiduciary

duties under applicable Law, (ii) the Company has, during the Notice Period (as defined below), negotiated with Parent in good faith

to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior

Offer and (iii) if, Parent has delivered to the Company a written offer to alter the terms or conditions of this Agreement during the

Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel and financial

advisor, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would reasonably be expected to be

inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions of

this Agreement); provided that (1) Parent receives written notice from the Company confirming that the Company Board has determined

to change its recommendation at least four (4) Business Days in advance of the Company Board Adverse Recommendation Change (the “Notice

Period”), which notice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation

Change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer (which may

be redacted to the extent necessary to comply with the confidentiality obligations contained therein, or as may be necessary or advisable,

as determined by the Company in its sole discretion, to remove information concerning sources of financing), (2) during any Notice Period,

Parent shall be entitled to deliver to the Company one or more counterproposals to such Acquisition Proposal and the Company will, and

cause its Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments

in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (3)

in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration the

Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required to provide Parent

with notice of such material amendment and the Notice Period shall be extended, if applicable, to ensure that at least three (3) Business

Days remain in the Notice Period following such notification during which the parties shall comply again with the requirements of this

Section 6.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Notice

Period as so extended (it being understood that there shall be no more than two (2) extensions) or (y) in the case of a Company Intervening

Event, the Company promptly notifies Parent, in writing, within the Notice Period before making a Company Board Adverse Recommendation

Change, which notice shall state expressly the material facts and circumstances related to the applicable Company Intervening Event and

that the Company Board intends to make a Company Board Adverse Recommendation Change.

(e)

Notwithstanding the foregoing or anything to the contrary

herein, in the event that the initial End Date has passed (without taking into account extensions provided for in Section 10.1(b)),

the Company shall be, without further action on the part of any party, released from any and all of its obligations under this Section

6.2. For the avoidance of doubt, in such a case, the Company shall be free to pursue, solicit or otherwise participate in, without

liability hereunder, any offer or transaction, whether or not it would constitute a Superior Offer, without providing notice to or seeking

consent or a waiver from Parent or Merger Sub.

6.3

Parent Stockholder Meeting.

(a)

Parent shall take all action necessary under applicable

Law to call, give notice of and hold a meeting of the holders of Parent Common Stock to consider and vote to approve this Agreement and

thereby approve the Parent Stockholder Matters, this Agreement, and the Contemplated Transactions (such meeting, the “Parent

Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration

Statement is declared effective under the Securities Act, and in any event, no later than forty five (45) days after the effective date

of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent

Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if

on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent

reasonably believes that (i) it will not receive proxies sufficient to obtain the Required Parent Stockholder Vote, whether or not a

quorum would be present, (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to

constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting or (iii) that the failure to postpone or adjourn

the Parent Stockholder Meeting would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law, Parent

may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the

date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any

postponements or adjournments.

(b)

Parent agrees that (i) the Parent Board shall recommend

that the holders of Parent Common Stock vote to approve the Parent Stockholder Matters, this Agreement, and the Contemplated Transactions

and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 6.3(a) above

and (ii) the Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders

vote to approve the Parent Stockholder Matters, this Agreement, and the Contemplated Transactions (the recommendation of the Parent Board

being referred to as the “Parent Board Recommendation”).

(c)

Notwithstanding anything to the contrary contained in

Section 6.3(a), and subject to compliance with Section 5.4 and Section 6.3, if at any time prior to approval and

adoption of this Agreement by the Required Parent Stockholder Vote, (i) Parent receives a bona fide written Acquisition Proposal that

the Parent Board determines, following consultation with its outside legal counsel and financial advisor, to be a Superior Offer or (ii)

as a result of a material development or change in circumstances (other than any such event, development or change to the extent related

to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the consequences thereof, or (B) the fact, in and of

itself, that Parent meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or

results of operations (a “Parent Intervening Event”), the Parent Board may withhold, amend, withdraw or modify the

Parent Board Recommendation (or publicly propose to withhold, amend, withdraw or modify the Parent Board Recommendation) in a manner

adverse to the Company (collectively, a “Parent Board Adverse Recommendation Change”) if, but only if, (x) in the

case of a Superior Offer, following the receipt of and on account of such Superior Offer, (i) the Parent Board determines in good faith,

based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Parent Board Recommendation

would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (ii) Parent has, and has caused its financial

advisors and outside legal counsel to, during the Parent Notice Period (as defined below), negotiated with the Company in good faith

to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior

Offer, and (iii) if, after the Company has delivered to Parent a written offer to alter the terms or conditions of this Agreement during

the Parent Notice Period, the Parent Board shall have determined in good faith, based on the advice of its outside legal counsel and

financial advisor, that the failure to withhold, amend, withdraw or modify the Parent Board Recommendation would reasonably be expected

to be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions

of this Agreement); provided that (1) the Company receives written notice from Parent confirming that the Parent Board has determined

to change its recommendation at least four (4) Business Days in advance of the Parent Board Adverse Recommendation Change (the “Parent

Notice Period”), which notice shall include a description in reasonable detail of the reasons for such Parent Board Adverse

Recommendation Change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior

Offer, (2) during any Parent Notice Period, the Company shall be entitled to deliver to Parent one or more counterproposals to such Acquisition

Proposal and Parent will, and cause its Representatives to, negotiate with the Company in good faith (to the extent the Company desires

to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases

to constitute a Superior Offer and (3) in the event of any material amendment to any Superior Offer (including any revision in the amount,

form or mix of consideration Parent’s stockholders would receive as a result of such potential Superior Offer), Parent shall be

required to provide the Company with notice of such material amendment and the Parent Notice Period shall be extended, if applicable,

to ensure that at least three (3) Business Days remain in the Parent Notice Period following such notification during which the parties

shall comply again with the requirements of this Section 6.3(c) and the Parent Board shall not make a Parent Board Adverse Recommendation

Change prior to the end of such Parent Notice Period as so extended (it being understood that there may be multiple extensions) or (y)

in the case of a Parent Intervening Event, Parent promptly notifies the Company, in writing, within the Parent Notice Period before making

a Parent Board Adverse Recommendation Change, which notice shall state expressly the material facts and circumstances related to the

applicable Parent Intervening Event and that the Parent Board intends to make a Parent Board Adverse Recommendation Change.

(d)

Parent’s obligation to call, give notice of and

hold the Parent Stockholder Meeting in accordance with Section 6.3(a) shall not be limited or otherwise affected by the commencement,

disclosure, announcement or submission of any Superior Offer, Acquisition Proposal or Acquisition Inquiry, or by any Parent Board Adverse

Recommendation Change.

(e)

Nothing contained in this Agreement shall prohibit Parent

or the Parent Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however,

that any disclosure made by Parent or the Parent Board pursuant to Rules 14d-9 and 14e-2(a) shall be limited to a statement that Parent

is unable to take a position with respect to the bidder’s tender offer unless the Parent Board determines in good faith, after

consultation with its outside legal counsel, that such statement would reasonably be expected to be inconsistent with its fiduciary duties

under applicable Law; (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any Person

of the existence of the provisions contained in Section 5.4; or (iv) making any disclosure to the stockholders of Parent that

the Parent Board (or a committee thereof), after consultation with its outside legal counsel, has determined in good faith is required

by applicable Law.

(f)

Notwithstanding the foregoing or anything to the contrary

herein, in the event that the initial End Date has passed (without taking into account extensions provided for in Section 10.1(b)),

Parent shall be, without further action on the part of any party, released from any and all of its obligations under this Section

6.3. For the avoidance of doubt, in such a case, Parent shall be free to pursue, solicit or otherwise participate in, without liability

hereunder, any offer or transaction, whether or not it would constitute a Superior Offer, without providing notice to or seeking consent

or a waiver from the Company.

6.4

Efforts; Regulatory Approvals.

(a)

The Parties shall use reasonable best efforts to consummate

the Contemplated Transactions. Without limiting the generality of the foregoing, each Party: (i) shall make all filings and other submissions

(if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions,

(ii) shall use commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable

Law or Contract, or otherwise) by such Party in connection with the Contemplated Transactions or for such Contract to remain in full

force and effect, (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the

Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation

of this Agreement.

(b)

Notwithstanding the generality of the foregoing, each

Party shall use commercially reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement,

all applications, notices, reports and other documents reasonably required to be filed by such Party with or otherwise submitted by such

Party to any Governmental Authority with respect to the Contemplated Transactions, and to submit promptly any additional information

requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Parties shall prepare and file, if

required, (a) the notification and report forms required to be filed under the Hart–Scott–Rodino Antitrust Improvements Act

of 1976 and (b) any notification or other document required to be filed in connection with the Merger under any applicable foreign Law

relating to antitrust or competition matters, no later than ten (10) Business Days after the date the Company and Parent receive notification

(in writing or otherwise) from the Federal Trade Commission, the Department of Justice, any state attorney general, foreign antitrust

or competition authority or other Governmental Authority that a filing is required in connection with antitrust or competition matters.

(c)

Without limiting the generality of the foregoing, Parent

shall give the Company prompt written notice (email being sufficient) of any litigation against Parent and/or its directors relating

to this Agreement or the Contemplated Transactions (“Transaction Litigation”) (including by providing copies of all

pleadings with respect thereto) and keep the Company reasonably informed with respect to the status thereof. Parent will (i) give the

Company the opportunity to participate in, but not control, the defense, settlement or prosecution of any Transaction Litigation (to

the extent that the attorney-client privilege is not undermined or otherwise adversely affected; provided that Parent and the

Company will use commercially reasonable efforts to find alternative solutions to not undermine or adversely effect the privilege such

as entering into common interest agreements, joint defense agreements or similar agreements), (ii) consult with the Company with respect

to the defense, settlement and prosecution of any Transaction Litigation and (iii) consider in good faith the Company’s advice

with respect to such Transaction Litigation. Parent will obtain the prior written consent of the Company (such consent not to be unreasonably

withheld, conditioned or delayed) prior to settling or satisfying any such claim.

6.5

Company Options; Company Warrants; CEO RSU.

(a)

At the Effective Time, Parent shall assume each Company

Equity Incentive Plan and each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time,

which shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be converted, at the

Effective Time, into an option to purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms

and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable

under such Company Option as of immediately prior to the Effective Time, except for administrative or ministerial changes as determined

by the Company Board (or, following the Effective Time, the Parent Board or compensation committee thereof). The number of shares of

Parent Common Stock subject to each such Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to

the respective Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if

necessary, to the nearest whole share of Parent Common Stock, and such Assumed Option shall have an exercise price per share (rounded

up to the nearest whole cent) equal to (A) the exercise price per share of the Company Common Stock otherwise purchasable pursuant to

the respective Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, that

in the case of any Company Option to which Section 421 of the Code applies as of immediately prior to the Effective Time (taking into

account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the

exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option

shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided further, that in the

case of any Assumed Option to which Section 409A of the Code applies as of the Effective Time, the exercise price, the number of shares

of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner

consistent with the requirements of Section 409A of the Code in order to avoid the imposition of any additional taxes thereunder. The

Company Board shall, prior to the Effective Time, take all actions necessary to effect the foregoing.

(b)

At the Effective Time, each Investor Financing Warrant,

whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will be converted into and become

a warrant to purchase Parent Common Stock (each, an “Assumed Warrant”), and Parent shall assume the terms of

the Investor Financing Warrant by which such Investor Financing Warrant is evidenced (but with changes to such documents as Parent and

Company mutually agree are appropriate to reflect the substitution of the Investor Financing Warrant by Parent to purchase shares of

Parent Common Stock). All rights with respect to Company Common Stock under the Investor Financing Warrant assumed by Parent will thereupon

be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Investor Financing

Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock

subject to each Investor Financing Warrant assumed by Parent will be determined by multiplying (x) the number of shares of Company Common

Stock that were subject to such Investor Financing Warrant, as in effect immediately prior to the Effective Time by (y) 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 Investor Financing Warrant assumed by Parent will be determined by dividing

(x) the per share exercise price of Company Common Stock subject to such Investor Financing Warrant, as in effect immediately prior to

the Effective Time, by (y) the Exchange Ratio and rounding the resulting exercise price up to the nearest thousandth of a cent; and (iv)

any restriction on the exercise of any Investor Financing Warrant assumed by Parent will continue in full force and effect, and the term,

exercisability, method of exercise, vesting schedule, and other provisions of such Investor Financing Warrant will otherwise remain unchanged;

provided, however, that to the extent provided under the terms of a Investor Financing Warrant assumed by Parent in accordance

with this Section 6.5(b) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock

split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization

or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time.

(c)

At the Effective Time, the CEO RSUs, whether vested

or unvested, that are outstanding immediately prior to the Effective Time, will be converted into and become the appropriate options,

restricted stock units, restricted stock, stock appreciation right, or other similar right to purchase, acquire or obtain (as applicable)

Parent Common Stock (the “Assumed CEO RSUs”), and Parent shall assume the terms of the CEO RSUs by which such

CEO RSUs is evidenced (but with changes to such documents as Parent and Company mutually agree (during the Pre-Closing Period) are appropriate

to reflect the substitution of the CEO RSUs by Parent to purchase shares of Parent Common Stock; provided, however, that

Parent shall not unreasonably withhold, condition or delay its consent or agreement to the foregoing). All rights with respect to Company

Common Stock under the CEO RSUs assumed by Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly,

from and after the Effective Time: (i) if the CEO RSUs are structured as options or warrants, each of the CEO RSUs assumed by Parent

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

assumed by Parent will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such CEO RSUs,

as in effect immediately prior to the Effective Time by (y) the Exchange Ratio and rounding the resulting number down to the nearest

whole number of shares of Parent Common Stock; (iii) if the CEO RSUs are structured as options or warrants, the per share exercise price

for the Parent Common Stock issuable upon exercise of each CEO RSUs assumed by Parent will be determined by dividing (x) the per share

exercise price of Company Common Stock subject to such CEO RSUs, as in effect immediately prior to the Effective Time, by (y) the Exchange

Ratio and rounding the resulting exercise price up to the nearest thousandth of a cent; and (iv) any restriction on the exercise (if

applicable) of any CEO RSUs assumed by Parent will continue in full force and effect, and the term, exercisability, method of exercise,

vesting schedule, and other provisions of such CEO RSUs will otherwise remain unchanged; provided, however, that to the

extent provided under the terms of a CEO RSUs assumed by Parent in accordance with this Section 6.5(c), such Assumed CEO RSUs

will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision

of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction

with respect to Parent Common Stock subsequent to the Effective Time.

6.6

Employee Benefits.

(a)

Parent shall comply with the terms of any employment,

severance, retention, change of control, or similar agreement specified on Section 4.17(d) or contemplated by Section 5.1(b)

of the Parent Disclosure Letter, subject to the provisions of such agreements.

(b)

From and after the Effective Time, with respect to each

benefit plan maintained by Parent or the Surviving Corporation that is an “employee welfare benefit plan” as defined in Section

3(1) of ERISA (each, a “Post-Closing Welfare Plan”) in which any current or former employee of Parent is or becomes

eligible to participate (including under COBRA), Parent and the Surviving Corporation shall use commercially reasonable efforts to cause

each such Post-Closing Welfare Plan to (i) waive all limitations as to pre-existing conditions, waiting periods, required physical examinations

and exclusions with respect to participation and coverage requirements applicable under such Post-Closing Welfare Plan for such current

or former Parent employee and his or her eligible dependents to the same extent that such pre-existing conditions, waiting periods, required

physical examinations and exclusions would not have applied or would have been waived under the corresponding Parent Employee Plan in

which such current or former Parent employee was a participant immediately prior to his or her commencement of participation in such

Post-Closing Welfare Plan, and (ii) provide each such current or former Parent employee and his or her eligible dependents with credit

for any co-payments and deductibles paid in the plan year that includes the Effective Time, and prior to the date that, such current

or former Parent employee commences participation in such Post-Closing Welfare Plan in satisfying any applicable co-payment or deductible

requirements under such Post-Closing Welfare Plan for the applicable plan year, to the extent that such expenses were recognized for

such purposes under the comparable Parent Employee Plan.

(c)

Nothing in this Section 6.6, express or implied,

shall (i) establish, or constitute an amendment, termination or modification of, or an undertaking to amend, establish, terminate or

modify, any Post-Closing Welfare Plan or other benefit plan, program, agreement or arrangement, (ii) alter or limit the ability of Parent

or the Surviving Corporation to amend, modify or terminate any Post-Closing Welfare Plan or any other benefit plan, program, agreement

or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) create any obligation on the part of Parent

or the Surviving Corporation to employ or engage any former Parent employee for any period following the Closing Date, or (iv) create

any third party beneficiary rights in any current or former employee, director, consultant or other service provider of Parent.

6.7

Indemnification of Officers and Directors.

(a)

From the Effective Time through the sixth (6th)

anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify and hold harmless

each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer

of Parent or the Company, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities,

damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”),

incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative,

arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent or of the Company,

whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under the DGCL. Each

D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding

or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation

from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides

an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person

is not entitled to indemnification.

(b)

From and after the Effective Time, (i) the Surviving

Corporation shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately

prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any

indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring

at or prior to the Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified

Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s Organizational Documents

and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out

of matters occurring at or prior to the Effective Time.

(c)

From and after the Effective Time, Parent shall maintain

directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially reasonable

terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, Parent shall

purchase at its sole expense, prior to the Effective Time, a six (6) year prepaid “D&O tail policy” (the “D&O

Tail Policy”) for the non-cancelable extension of the directors’ and officers’ liability coverage of Parent’s

existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years

from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms,

conditions, retentions and limits of liability that are no less favorable than the coverage provided under Parent’s existing policies

as of the date of this Agreement, or otherwise acceptable to Parent, except that Parent will not commit or spend on such D&O Tail

Policy annual premiums in excess of 250% of the annual premiums paid by Parent in its last full fiscal year prior to the date hereof

for Parent’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (nor,

for the avoidance of doubt, shall Parent be obligated to spend any specific amount), and if such premiums for such D&O tail Policy

would exceed 250% of such annual premium, then Parent shall purchase policies that provide the maximum coverage available at an annual

premium equal to 250% of such annual premium. The Company shall in good faith cooperate with Parent prior to the Effective Time with

respect to the procurement of such D&O Tail Policy.

(d)

From and after the Effective Time, Parent shall pay,

or shall cause the Surviving Corporation to pay, all expenses, including reasonable attorneys’ fees, that are incurred by the persons

referred to in this Section 6.7 in connection with their enforcement of the rights provided to such persons in this Section

6.7.

(e)

The provisions of this Section 6.7 are intended

to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law,

charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified

Parties, their heirs and their Representatives.

(f)

In the event Parent or the Surviving Corporation or

any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or

surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets

to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving

Corporation, as the case may be, shall succeed to the obligations set forth in this Section 6.7. Parent shall cause the Surviving

Corporation to perform all of the obligations of the Surviving Corporation under this Section 6.7.

(g)

Unless directed otherwise by the Company in writing

no less than three (3) Business Days before the Closing Date, Parent shall use reasonable best efforts to take all actions as are necessary

to terminate any 401(k) or other plan(s) with a cash or deferred arrangement (as defined in Section 401(k) of the Code), effective as

of no later than the day immediately preceding the Closing Date. Parent shall provide the Company copies of all such corporate actions

or documentation related to the same at least three (3) Business Days before their adoption or approval for the Company’s reasonable

review and comment.

6.8

Disclosure. The Parties shall use their commercially reasonable efforts to agree to the text of

any initial press release and Parent’s Form 8-K announcing the execution and delivery of this Agreement. Without limiting any Party’s

obligations under the Confidentiality Agreement, no Party shall, and no Party shall permit any of its Subsidiaries or any of its Representatives

to, issue any press release or make any public disclosure regarding the Contemplated Transactions unless: (a) the other Party shall have

approved such press release or disclosure in writing, such approval not to be unreasonably conditioned, withheld or delayed; or (b) such

Party shall have determined in good faith, upon the advice of outside legal counsel, that such disclosure is required by applicable Law

and, to the extent practicable, before such press release or disclosure is issued or made, such Party advises the other Party of, and

consults with the other Party regarding, the text of such press release or disclosure; provided, however, that each of

the Company and Parent may make any public statement in response to specific questions by the press, analysts, investors or those attending

industry conferences or financial analyst conference calls, so long as any such statements are consistent with previous press releases,

public disclosures or public statements made by the Company or Parent in compliance with this Section 6.8. Notwithstanding the

foregoing, a Party need not consult with any other Parties in connection with such portion of any press release, public statement or

filing to be issued or made pursuant to Section 6.2(d) or Section 6.3(e).

6.9

Listing. Parent shall use its commercially reasonable efforts (a) maintain its listing on Nasdaq

and to obtain approval of the listing of the combined corporation on Nasdaq, (b) to the extent required by the rules and regulations

of Nasdaq, prepare and submit to Nasdaq a notification form for the listing of the shares of Parent Common Stock to be issued in connection

with the Contemplated Transactions, and to cause such shares to be approved for listing (subject to official notice of issuance); (c)

prepare and timely submit to Nasdaq a notification form for the Nasdaq Reverse Split (if required) and to submit a copy of the amendment

to Parent’s certificate of incorporation effecting the Nasdaq Reverse Split, certified by the Secretary of State of the State of

Delaware, to Nasdaq on the Closing Date; and (d) to the extent required by Nasdaq Marketplace Rule 5110, assist the Company in preparing

and filing an initial listing application for the Parent Common Stock on Nasdaq (the “Nasdaq Listing Application”)

and to cause such Nasdaq Listing Application to be conditionally approved prior to the Effective Time. Each Party will reasonably promptly

inform the other Party of all verbal or written communications between Nasdaq and such Party or its representatives. The Parties will

use commercially reasonable efforts to coordinate with respect to compliance with Nasdaq rules and regulations (such transactions, collectively,

the “Parent Listing Transactions”). The Party not filing the Nasdaq Listing Application will cooperate with the other

Party as reasonably requested by such filing Party with respect to the Nasdaq Listing Application and promptly furnish to such filing

Party all information concerning itself and its members that may be required or reasonably requested in connection with any action contemplated

by this Section 6.9.

6.10

Registration, Listing, and Proxy Fees and Expenses. Notwithstanding anything to the contrary in

this Agreement, Parent and Company shall split equally: (a) all fees paid to the SEC in connection with the filing of the Registration

Statement and any amendments or supplements thereto, (b) all fees and expenses in connection with the printing, mailing, and distribution

of the Proxy Statement and any amendments or supplements thereto, and (c) all Nasdaq fees associated with any action contemplated by

Section 6.9, including any fees related to the engagement of a consultant.

6.11

Tax Matters.

(a)

The Parties shall use reasonable best efforts (and each

shall cause its Affiliates) to cause the Merger to qualify for the Intended Tax Treatment. No Party shall take any actions, or fail to

take any action, which action or failure to act would reasonably be expected to prevent or impede the Intended Tax Treatment. The Parties

shall report the Contemplated Transactions for all applicable Tax purposes in a manner that is consistent with the Intended Tax Treatment.

No Party shall take any position that is inconsistent with the Intended Tax Treatment during the course of any audit, litigation or other

proceeding with respect to Taxes, in each case, unless otherwise required by a determination within the meaning of Section 1313(a) of

the Code. The Parties shall comply with the recordkeeping and information reporting requirements imposed on them, including, but not

limited to, those set forth in Treasury Regulation Section 1.368-3.

(b)

Parent shall promptly notify the Company if, at any

time before the Effective Time, Parent becomes aware of any fact or circumstance that would reasonably be expected to prevent, cause

a failure of, or impede the Intended Tax Treatment. The Company shall promptly notify Parent if, at any time before the Effective Time,

the Company becomes aware of any fact or circumstance that would reasonably be expected to prevent, cause a failure of, or impede the

Intended Tax Treatment.

(c)

If the SEC requires that an opinion with respect to

the Intended Tax Treatment be prepared and submitted in connection with the Registration Statement and Proxy Statement, (i) the Company

shall use its reasonable best efforts to cause Wilk Auslander LLP (or such other nationally recognized law or accounting firm reasonably

satisfactory to the Company) to furnish an opinion (as so required and subject to customary assumptions and limitations), (ii) Parent

shall use its reasonable best efforts to cause Haynes and Boone, LLP (or such other nationally recognized law or accounting firm reasonably

satisfactory to Parent) to furnish an opinion (as so required and subject to customary assumptions and limitations), and (iii) Parent

and the Company shall each deliver to each of Wilk Auslander LLP (or such other nationally recognized law or accounting firm reasonably

satisfactory to the Company) and Haynes and Boone, LLP (or such other nationally recognized law or accounting firm reasonably satisfactory

to Parent) a Tax certificate, dated as of the date the Registration Statement and Proxy Statement shall have been declared effective

by the SEC and signed by an officer of Parent or the Company, as applicable, containing customary representations and covenants reasonably

acceptable to the Company and Parent, as applicable, in each case, as reasonably necessary and appropriate to enable such advisors to

render such opinions (the “Tax Certificates”). Each of Parent and the Company shall use its commercially reasonable

efforts not to take or cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action

which would cause to be untrue) any of the Tax certifications, covenants or representations included in the Tax Certificates.

(d)

Parent and the Company shall reasonably cooperate in

the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any real property

transfer, sales, use, transfer, value added, stock transfer and stamp taxes, and transfer, recording, registration and other fees and

similar Taxes which become payable in connection with the Merger that are required or permitted to be filed on or before the Effective

Time. Each of Parent and the Company shall pay, without deduction from any consideration or other amounts payable or otherwise deliverable

pursuant to this Agreement and without reimbursement from the other Party, any such Taxes or fees imposed on it by any Governmental Authority,

which becomes payable in connection with the Merger.

6.12

Legends. To the extent required by applicable Law, Parent shall place appropriate legends on the

book entries and/or certificates evidencing any shares of Parent Capital Stock to be received in the Merger by equityholders of the Company

who may be considered “affiliates” of Parent for purposes of Rules 144 and 145 under the Securities Act reflecting the restrictions

set forth in Rules 144 and 145 and to issue appropriate stop transfer instructions to the transfer agent for any such shares of Parent

Capital Stock.

6.13

Officers and Directors. Until successors are duly elected or appointed and qualified in accordance with applicable Law, the Parties

shall use commercially reasonable efforts and take all necessary action so that the Persons listed on Section 6.13 of the Parent

Disclosure Letter are elected or appointed, as applicable, to the positions of officers or directors of Parent and the Surviving Corporation,

as set forth therein, to serve in such positions effective as of the Effective Time. If any Person listed on Section 6.13 of the

Parent Disclosure Letter is unable or unwilling to serve as officer or director of Parent or the Surviving Corporation, as set forth

therein, the Party appointing such Person (as set forth on Section 6.13 of the Parent Disclosure Letter) shall designate a successor.

The Parties shall use reasonable best efforts to have each of the Persons that will serve as directors and officers of Parent following

the Closing to execute and deliver a Lock-Up Agreement prior to Closing.

6.14

Termination of Certain Agreements and Rights. Each of Parent and the Company shall cause any stockholder

agreements, voting agreements, registration rights agreements, co-sale agreements and any other similar Contracts between either Parent

or the Company and any holders of Parent Common Stock or Company Capital Stock, respectively, including any such Contract granting any

Person investor rights, rights of first refusal, registration rights or director registration rights, to be terminated immediately prior

to the Effective Time, without any liability being imposed on the part of Parent or the Surviving Corporation.

6.15

Section 16 Matters. Prior to the Effective Time, Parent shall take all such steps as may be required

to cause any acquisitions of Parent Common Stock and any options to purchase Parent Common Stock in connection with the Contemplated

Transactions, by each individual who is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange

Act with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

6.16

Allocation Information. The Company will prepare and deliver to Parent prior to the Closing a spreadsheet

setting forth (as of immediately prior to the Effective Time) (a) each holder of Company Capital Stock, (b) such holder’s name

and address, (c) the number or percentage and type of Company Capital Stock held as of the Closing Date for each such holder and (d)

the number of shares of Parent Capital Stock to be issued to such holder pursuant to this Agreement in respect of the Company Capital

Stock held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

6.17

Parent SEC Documents. From the date of this Agreement to the Effective Time, Parent shall use commercially

reasonable efforts to timely file with the SEC all registration statements, proxy statements, Certifications, reports, schedules, exhibits,

forms and other documents required to be filed by Parent with the SEC under the Exchange Act or the Securities Act (“SEC Documents”).

As of its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each SEC Document filed

by Parent with the SEC (a) shall comply in all material respects with the applicable requirements of the Exchange Act and the Securities

Act, and (b) except for information in such SEC Documents that is “furnished” instead of “filed” under Items

2.02 or 7.01 in the Parent’s Current Reports on Form 8-K, shall not contain any untrue statement of a material fact or omit to

state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances

under which they were made, not misleading.

6.18

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub to, and Merger

Sub shall, perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

6.19

Parent Warrant. If required by any applicable Parent Warrant, promptly after the date of

this Agreement, and in any event within the time period as set forth in the Parent Warrant, Parent shall deliver notice to the holders

of such Parent Warrants with respect to the transactions contemplated by this Agreement and the rights of the holders thereof in connection

therewith, subject to the review and approval of Company (not to be unreasonably withheld). At the Effective Time, each Parent Warrant

that is outstanding and unexercised immediately prior to the Effective Time, shall survive the Closing and remain outstanding in accordance

with its terms.

Section

7. Conditions Precedent to Obligations of Each Party. The obligations of each Party to effect the Merger and otherwise consummate

the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable

law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

7.1

Effectiveness of Registration Statement. The Registration Statement shall have become effective

in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or Legal Proceeding seeking a stop

order with respect to the Registration Statement that has not been withdrawn. Any material state securities laws applicable to the issuance

of the shares of Parent Capital Stock in connection with the Contemplated Transactions shall have been complied with and no stop order

(or similar order) shall have been issued in respect of such shares of Parent Capital Stock by any applicable state securities commissioner

or court of competent jurisdiction.

7.2

No Restraints. No Order preventing the consummation of the Contemplated Transactions shall have

been issued by any Governmental Authority of competent jurisdiction and remain in effect and there shall not be any Law which has the

effect of making the consummation of the Contemplated Transactions illegal.

7.3

Stockholder Approval. (a) Parent shall have obtained the Required Parent Stockholder Vote (but solely

with respect to such items as are necessary to consummate the transactions contemplated by this Agreement) and (b) the Company shall

have obtained the Required Company Stockholder Vote.

7.4

Listing. The Parent Listing Transactions shall have been approved by Nasdaq.

7.5

Lock-Up Agreements. The Lock-Up Agreements shall be in full force and effect.

Section

8. Additional Conditions Precedent to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect

the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written

waiver by Parent, at or prior to the Closing, of each of the following conditions:

8.1

Accuracy of Representations. The Company Fundamental Representations shall have been true and correct

in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force

and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a

particular date, in which case such representations and warranties shall be true and correct as of such date). The Company Capitalization

Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and

as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies

which are de minimis, individually or in the aggregate, (y) for those representations and warranties which address matters only as of

a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth

in the preceding clause (x), as of such particular date). The representations and warranties of the Company contained in this Agreement

(other than the Company Fundamental Representations and the Company Capitalization Representations) shall have been true and correct

as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as if made

on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be

expected to have a Company Material Adverse Effect (without giving effect to any references therein to any Company Material Adverse Effect

or other materiality qualifications) or (b) for those representations and warranties which address matters only as of a particular date

(which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a), as of

such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties, any

update of or modification to the Company Disclosure Letter made or purported to have been made after the date of this Agreement shall

be disregarded).

8.2

Performance of Covenants. The Company shall have performed or complied with in all material respects all agreements and covenants

required to be performed or complied with by it under this Agreement at or prior to the Effective Time.

8.3

Documents. Parent shall have received the following documents, each of which shall be in full force

and effect:

(a)

a certificate executed by the Chief Executive Officer

or Chief Financial Officer of the Company certifying (i) that the conditions set forth in Sections 8.1, 8.2, 8.4

and 8.5 have been duly satisfied and (ii) that the information (other than emails and addresses) set forth in the Allocation Certificate

delivered by the company in accordance with Section 6.16 is true and accurate in all respects as of the Closing Date;

(b)

a certificate pursuant to Treasury Regulations Sections

1.1445-2(c) and 1.897-2(h), together with a form of notice to the IRS in accordance with the requirements of Treasury Regulations Section

1.897-2(h), in each case, in form and substance reasonably acceptable to Parent; and

(c)

the Allocation Certificate.

8.4

No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse

Effect that is continuing.

8.5

Company Stockholder Written Consent. The Company Stockholder Written Consent executed by the stockholders

of the Company shall be in full force and effect.

8.6

Minimum Cash Condition. As of the Closing, the Company shall have received, or will receive substantially

simultaneously with the Closing, aggregate gross cash proceeds of at least $13,000,000 from one or more Company Investor Financings;

provided, however, that any proceeds received by the Company from bridge financing transactions (including, without limitation,

any bridge loans, bridge notes, or other interim financing arrangements entered into the Company in respect of operations of the Company

during the Pre-Closing Period) with an aggregate amount of $5,000,000 or less shall be excluded from the foregoing calculation of aggregate

gross cash proceeds received and shall not count towards the satisfaction of this condition.

8.7

Conversion of Company Intercompany Debt. All debt between the Company and any equityholder of the Company shall be converted into

Company Common Stock prior to the Effective Time.

Section

9. Additional Conditions Precedent to Obligation of the Company. The obligations of the Company to effect the Merger and otherwise

consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by the Company, at

or prior to the Closing, of each of the following conditions:

9.1

Accuracy of Representations. The Parent Fundamental Representations shall have been true and correct

in all material respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force

and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a

particular date, in which case such representations and warranties shall be true and correct as of such date). The Parent Capitalization

Representations shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and

as of the Closing Date with the same force and effect as if made on and as of such date, except, in each case, (x) for such inaccuracies

which are de minimis, individually or in the aggregate, (y) for those representations and warranties which address matters only as of

a particular date (which representations and warranties shall have been true and correct, subject to the qualifications as set forth

in the preceding clause (x), as of such particular date). The representations and warranties of Parent and Merger Sub contained in this

Agreement (other than the Parent Fundamental Representations and the Parent Capitalization Representations) shall have been true and

correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and effect as

if made on the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably

be expected to have a Parent Material Adverse Effect (without giving effect to any references therein to any Parent Material Adverse

Effect or other materiality qualifications) or (b) for those representations and warranties which address matters only as of a particular

date (which representations shall have been true and correct, subject to the qualifications as set forth in the preceding clause (a),

as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties,

any update of or modification to the Parent Disclosure Letter made or purported to have been made after the date of this Agreement shall

be disregarded).

9.2

Performance of Covenants. Parent and Merger Sub shall have performed or complied with in all material

respects all of their agreements and covenants required to be performed or complied with by each of them under this Agreement at or prior

to the Effective Time.

9.3

Documents. The Company shall have received the following documents, each of which shall be

in full force and effect:

(a)

a certificate executed by an executive officer of Parent

certifying that the conditions set forth in Sections 9.1, 9.2 and 9.4 have been duly satisfied;

(b)

written resignations in forms satisfactory to the Company,

dated as of the Closing Date and effective as of the Closing executed by the officers and directors of Parent who are not to continue

as officers or directors of Parent pursuant to Section 6.13 hereof; and

(c)

a duly executed written consent of the board of directors

of Parent, executed by the sole remaining director of Parent as of immediately prior to the Effective Time, in form and substance reasonably

satisfactory to the Company, which shall: (i) pursuant to its authority to fill vacancies on the board in accordance with the organizational

documents of Parent, appoint each of the individuals identified on Section 6.13 of the Parent Disclosure Letter to the board of

directors of Parent, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law,

and (ii) take all such other corporate actions as are necessary or reasonably desirable to give effect to the foregoing.

9.4

No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse

Effect that is continuing.

9.5

Foreign Person Status. Neither the Parent nor Merger Sub is a “foreign person” or a

“foreign entity,” as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing

regulations thereof (the “DPA”).

9.6

Parent Charter Amendment. The Parent Charter Amendment shall have been duly filed with the Secretary of State of the State of

Delaware, containing such amendments as are necessary to consummate the transactions contemplated by this Agreement.

9.7

Conversion of Parent Series B. All Series B Convertible Preferred Stock shall have been converted into Parent Common Stock at

or prior to the Effective Time, in accordance with their terms.

Section

10. Termination.

10.1 Termination.

This Agreement may be terminated prior to the Effective Time (whether before or after adoption of this Agreement by the Company’s

stockholders and whether before or after approval of the Parent Stockholder Matters, this Agreement, and the Contemplated Transactions

by Parent’s stockholders, unless otherwise specified below):

(a)

by mutual written consent of Parent and the Company;

(b)

by either Parent or the Company if the Merger shall

not have been consummated by the date that is the six (6) month anniversary of the date hereof (subject to possible extension as provided

in this Section 10.1(b), the “End Date”); provided, however, that the right to terminate this

Agreement under this Section 10.1(b) shall not be available to the Company or Parent if such Party’s (or in the case of

Parent, Merger Sub’s) action or failure to act has been a principal cause of the failure of the Merger to occur on or before the

End Date and such action or failure to act constitutes a breach of this Agreement, provided further, however, that, in

the event that the SEC has not declared effective under the Securities Act the Registration Statement then either the Company or Parent

shall be entitled to extend the End Date for an additional sixty (60) days;

(c)

by either Parent or the Company if a court of competent

jurisdiction or other Governmental Authority shall have issued a final and nonappealable Order having the effect of permanently restraining,

enjoining or otherwise prohibiting the Contemplated Transactions;

(d)

by Parent if the Required Company Stockholder Vote shall

not have been obtained within two (2) Business Days of the Registration Statement becoming effective in accordance with the provisions

of the Securities Act; provided, however, that once the Required Company Stockholder Vote has been obtained, Parent may

not terminate this Agreement pursuant to this Section 10.1(d);

(e)

by Parent if the Company has failed to deliver to Parent

the Company Audited Financial Statements and the Company Interim Financial Statements within the time period required by Section 6.1(e);

(f)

by either Parent or the Company if (i) the Parent Stockholder

Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall

have taken a final vote on the Parent Stockholder Matters, this Agreement, and the Contemplated Transactions and (ii) the Parent Stockholder

Matters, this Agreement, and the Contemplated Transactions shall not have been approved at the Parent Stockholder Meeting (or at any

adjournment or postponement thereof) by the Required Parent Stockholder Vote; provided, however, that the right to terminate

this Agreement under this Section 10.1(f) shall not be available to Parent where the failure to obtain the Required Parent Stockholder

Vote shall have been caused by the action or failure to act of Parent and such action or failure to act constitutes a material breach

by Parent of this Agreement;

(g)

by the Company (at any time prior to the approval of

the Parent Stockholder Matters, this Agreement, or the Contemplated Transactions by the Required Parent Stockholder Vote) if a Parent

Triggering Event shall have occurred;

(h)

by Parent (at any time prior to the adoption of this

Agreement and the approval of the Contemplated Transactions by the Required Company Stockholder Vote) if a Company Triggering Event shall

have occurred;

(i)

by the Company, upon a breach of any representation,

warranty, covenant or agreement set forth in this Agreement by Parent or Merger Sub or if any representation or warranty of Parent or

Merger Sub shall have become inaccurate, in either case, such that the conditions set forth in Section 9.1 or Section 9.2

would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate;

provided, that the Company is not then in material breach of any representation, warranty, covenant or agreement under this Agreement;

provided further, that if such inaccuracy in Parent’s or Merger Sub’s representations and warranties or breach by

Parent or Merger Sub is curable by Parent or Merger Sub, then the Company shall not be permitted to terminate this Agreement pursuant

to this Section 10.1(i) as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a thirty

(30) day period commencing upon delivery of written notice from the Company to Parent or Merger Sub of such breach or inaccuracy and

its intention to terminate pursuant to this Section 10.1(i) and (ii) Parent or Merger Sub (as applicable) ceasing to exercise

commercially reasonable efforts to cure such breach following delivery of written notice from the Company to Parent or Merger Sub of

such breach or inaccuracy and its intention to terminate pursuant to this Section 10.1(i) (it being understood that the Company

shall not be permitted to terminate this Agreement pursuant to this Section 10.1(i) as a result of such particular breach or inaccuracy

if such breach by Parent or Merger Sub is cured prior to such termination becoming effective); or

(j)

by Parent, upon a breach of any representation, warranty,

covenant or agreement set forth in this Agreement by the Company or if any representation or warranty of the Company shall have become

inaccurate, in either case, such that the conditions set forth in Section 8.1 or Section 8.2 would not be satisfied as

of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided that Parent

is not then in material breach of any representation, warranty, covenant or agreement under this Agreement; provided, further,

that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company then

Parent shall not be permitted to terminate this Agreement pursuant to this Section 10.1(j) as a result of such particular breach

or inaccuracy until the earlier of (i) the expiration of a thirty (30) day period commencing upon delivery of written notice from Parent

to the Company of such breach or inaccuracy and its intention to terminate pursuant to this Section 10.1(j) and (ii) the Company

ceasing to exercise commercially reasonable efforts to cure such breach following delivery of written notice from Parent to the Company

of such breach or inaccuracy and its intention to terminate pursuant to this Section 10.1(j) (it being understood that Parent

shall not be permitted to terminate this Agreement pursuant to this Section 10.1(j) as a result of such particular breach or inaccuracy

if such breach by the Company is cured prior to such termination becoming effective);

The

Party desiring to terminate this Agreement pursuant to this Section 10.1 (other than pursuant to Section 10.1(a)) shall

give a notice of such termination to the other Party specifying the provisions hereof pursuant to which such termination is made and

the basis therefor described in reasonable detail.

10.2

Effect of Termination. In the event of the termination of this Agreement as provided in Section

10.1, this Agreement shall be of no further force or effect; provided, however, that (a) this Section 10.2,

Section 10.3 and Section 11 (other than Section 11.8) and the related definitions of the defined terms in such sections

shall survive the termination of this Agreement and shall remain in full force and effect and (b) the termination of this Agreement and

the provisions of Section 10.3 shall not relieve any Party of any liability for fraud or for any willful and material breach of

any representation, warranty, covenant, obligation or other provision contained in this Agreement; provided, further, that

no Party shall have any liability under this Section 10.2(b) for any inaccuracy in or breach of any representation or warranty

to the extent the other Party had Knowledge of such inaccuracy or breach as of the date of this Agreement.

10.3

Expenses. Except as set forth in Section 6.10, all fees and expenses incurred in connection with this Agreement and the

Contemplated Transactions shall be paid by the Party incurring such expenses, whether or not the Merger is consummated.

10.4

Effect of Knowledge on Representations and Warranties. No Party shall be entitled to terminate this Agreement pursuant to Section

10.1(i) or Section 10.1(j), refuse to consummate the Closing, or assert that any condition set forth in Sections 8.1

or 9.1, as applicable, has not been satisfied, in each case, to the extent based upon any inaccuracy in or breach of any representation

or warranty of another Party contained in this Agreement of which such Party had Knowledge as of the date of this Agreement. For the

avoidance of doubt, no Party may rely on any such inaccuracy or breach that such Party had Knowledge of as of the date of this Agreement

to (a) fail to satisfy the condition set forth in Sections 8.1 or 9.1, as applicable, or (b) exercise any termination right

under Section 10.1(i) or Section 10.1(j), as applicable, based on the failure of the conditions set forth in Sections

8.1 or 9.1, as applicable. The Parties acknowledge and agree that any investigation by or on behalf of any Party, whether

conducted before or after the date of this Agreement, shall not affect any representation or warranty made by any Party herein; provided,

however, that this Section 10.4 shall limit a Party’s ability to assert or rely upon a known inaccuracy or breach

of a representation or warranty as set forth above. Nothing in this Section 10.4 shall limit any Party’s rights or remedies

with respect to any breach of any covenant or agreement contained in this Agreement (except as otherwise provided for in this Agreement).

Section

11. Miscellaneous Provisions.

11.1

Non-Survival of Representations and Warranties. The representations and warranties of the Company,

Parent and Merger Sub contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate

at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Section 11 shall survive

the Effective Time.

11.2

Amendment. This Agreement may be amended with the approval of the respective boards of directors

of the Company, Merger Sub and Parent at any time (whether before or after the adoption and approval of this Agreement by the Company’s

stockholders or before or after obtaining the Required Parent Stockholder Vote); provided, however, that after any such

approval of this Agreement by a Party’s stockholders, no amendment shall be made which by Law requires further approval of such

stockholders without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing

signed on behalf of each of the Company, Merger Sub and Parent.

11.3

Waiver.

(a)

Any provision hereof may be waived by the waiving Party

solely on such Party’s own behalf, without the consent of any other Party. No failure on the part of any Party to exercise any

power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege

or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise

of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege

or remedy.

(b)

No Party shall be deemed to have waived any claim arising

out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right,

privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party and any such waiver

shall not be applicable or have any effect except in the specific instance in which it is given.

11.4

Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile. This Agreement

and the other schedules, exhibits, certificates, instruments and agreements referred to in this Agreement constitute the entire agreement

and supersede all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the

subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall

remain in full force and effect in accordance with its terms; provided, further, that only Exhibit C (including Exhibit

A to such Exhibit) is incorporated by reference and made a part hereof for purposes of Section 251 of the DGCL. This Agreement may be

executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by facsimile or electronic transmission in PDF

format shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

11.5

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with,

the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions,

each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of

Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State

of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or

proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.5, (c) waives any objection

to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum

or do not have jurisdiction over any Party, (e) agrees that service of process upon such Party in any such action or proceeding shall

be effective if notice is given in accordance with Section 11.7 of this Agreement and (f) irrevocably and unconditionally waives

the right to trial by jury.

11.6

Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely

to the benefit of, the Parties and their respective successors and permitted assigns; provided, however, that neither this

Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written

consent of the other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such

Party without the other Party’s prior written consent shall be void and of no effect.

11.7

Notices. All notices and other communications hereunder shall be in writing and shall be deemed

to have been duly delivered and received hereunder (a) one (1) Business Day after being sent for next Business Day delivery, fees prepaid,

via a reputable international overnight courier service, (b) upon delivery in the case of delivery by hand or (c) on the date delivered

in the place of delivery if sent by facsimile (with a written or electronic confirmation of delivery) or email (provided that there is

no “bounce-back” email or other automatic indication of nonreceipt of such email) prior to 5:00 p.m. (New York City time),

otherwise on the next succeeding Business Day, in each case to the intended recipient as set forth below:

to Parent or Merger Sub:

Pulmatrix,

Inc.

945

Concord Street, Suite 1217

Framingham,

MA 01701

Attention:

Peter Ludlum

Email:

pludlum@pulmatrix.com

with

a copy to (which shall not constitute notice):

Haynes

and Boone, LLP

Rockefeller Plaza, 26th Floor

New

York, New York 10112

Attention:

Rick A. Werner; Simin Sun; Alla Digilova

Email:

rick.werner@haynesboone.com; simin.sun@haynesboone.com; alla.digilova@haynesboone.com

to the Company:

Eos

SENOLYTIX, Inc.

BioLabs

2710

Reed Road, Suite 160

Houston,

TX 77051

with

a copy to (which shall not constitute notice):

Wilk

Auslander LLP

825

Eighth Avenue

Suite

2900

New

York, New York 10019

Attention:

Mark Clyman; Jonathan Bender

Email:

mclyman@wilkauslander.com; jbender@wilkauslander.com

11.8

Cooperation. Each Party agrees to cooperate fully with the other Party and to execute and deliver

such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the

other Party to evidence or reflect the Contemplated Transactions and to carry out the intent and purposes of this Agreement.

11.9

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation

in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity

or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court

of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the

court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace

such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the

invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court

does not exercise the power granted to it in the prior sentence, the Parties agree to replace such invalid or unenforceable term or provision

with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of

such invalid or unenforceable term or provision.

11.10

Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies

herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by

law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy; provided,

however, that in no event shall any Party be liable to another Party for any consequential, incidental, indirect, special, exemplary

or punitive damages (including damages for loss of profits, loss of revenue, loss of use, or loss of business opportunity), whether based

on contract, tort, strict liability, or any other theory, even if such Party had been advised of the possibility of such damages. Notwithstanding

the foregoing or anything to the contrary contained in this Agreement (including Section 10.2), no Party shall be entitled to

recover any damages, or to bring or maintain any claim, action, or proceeding against another Party, based upon or arising out of any

inaccuracy in or breach of any representation or warranty of such other Party contained in this Agreement to the extent such Party had

Knowledge of such inaccuracy or breach as of the date of this Agreement and nevertheless elected to execute and deliver this Agreement;

provided that this limitation shall apply to claims for damages, whether characterized as claims for breach of contract, fraud

(other than intentional fraud committed with the intent to deceive), negligent misrepresentation, or any other theory of recovery, but

shall not limit any Party’s right to specific performance or injunctive relief as otherwise provided in this Section 11.10.

The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur

in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms (including failing

to take such actions as are required of it hereunder to consummate this Agreement) or were otherwise breached. It is accordingly agreed

that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically

the terms and provisions hereof in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject

matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, this

being in addition to any other remedy to which they are entitled at law or in equity, and each of the Parties waives any bond, surety

or other security that might be required of any other Party with respect thereto. Each of the Parties further agrees that it will not

oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other Party has an adequate

remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

11.11

No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall

confer upon any Person (other than the Parties and the D&O Indemnified Parties to the extent of their respective rights pursuant

to Section 6.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[Signature

Pages Follow]

Witness Whereof,

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

PARENT:

Pulmatrix,

Inc.

By: /s/

Peter Ludlum

Name: Peter

Ludlum

Title: Interim

Chief Executive Officer

MERGER

SUB:

PUOS

Merger Sub, Inc.

By: /s/

Peter Ludlum

Name: Peter

Ludlum

Title: President and Secretary

Signature

Page to Agreement and Plan of Merger and Reorganization

COMPANY:

EOS

SENOLYTIX, INC.

By: /s/

Kevin Slawin

Name: Kevin

Slawin

Title: CEO

Signature

Page to Agreement and Plan of Merger and Reorganization

EX-3.1

Filename: ex3-1.htm · Sequence: 3

Exhibit

3.1

PULMATRIX,

inc.

CERTIFICATE

OF DESIGNATION OF PREFERENCES,

RIGHTS

AND LIMITATIONS

SERIES

B CONVERTIBLE PREFERRED STOCK

The

undersigned, Peter Ludlum does hereby certify that:

He is the Interim Chief Executive Officer, of Pulmatrix, Inc., a Delaware corporation (the “Corporation”).

The Corporation is authorized to issue 500,000 shares of preferred stock, none of which of which have been issued.

The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS,

the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting

of 500,000 shares, $0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS,

the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of

redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series

and the designation thereof, of any of them; and

WHEREAS,

it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and

other matters relating to a series of the preferred stock, which shall consist of 1,100 shares of the preferred stock which the Corporation

has the authority to issue, as follows:

NOW,

THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or

exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters

relating to such series of preferred stock as follows:

TERMS

OF PREFERRED STOCK

Section

1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Automatic

Conversion” shall have the meaning set forth in Section 6(b).

“Automatic

Conversion Deadline” shall have the meaning set forth in Section 6(b).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Beneficial

Ownership Statement” shall have the meaning set forth in Section 6(b).

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Change

of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an

individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective

control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of

50% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities

issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges

into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately

prior to such transaction own less than 50% of the aggregate voting power of the Corporation or the successor entity of such transaction,

or (c) the Corporation sells or transfers all or substantially all of its (and all of its Subsidiaries, taken as a whole) assets to another

Person and the stockholders of the Corporation immediately prior to such transaction own less than 50% of the aggregate voting power

of the acquiring entity immediately after the transaction.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the Corporation’s

obligations to deliver the Preferred Stock have been satisfied or waived.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities

into which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(a).

“Conversion

Ratio” shall have the meaning set forth in Section 4.

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Dividend

Payment Date” shall have the meaning set forth in Section 3(a).

“Dividend

Share Amount” shall have the meaning set forth in Section 3(a).

“Effective

Date” means the date that the Registration Statement filed by the Corporation pursuant to the Purchase Agreement is first declared

effective by the Commission.

“Exchange

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

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“Holder”

shall have the meaning given such term in Section 2.

“Junior

Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which

are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liquidation”

shall have the meaning set forth in Section 5.

“Merger”

shall mean the transactions contemplated pursuant to the terms of the Merger Agreement.

“Merger

Agreement” means that certain Agreement and Plan of Merger, by and among the Corporation, Eos SENOLYTIX, Inc. and PUOS Merger

Sub, Inc. pursuant to the terms of that certain Agreement and Plan of Merger, dated as of March 26, 2026.

“Merger

Closing Date” means such date that the Merger is consummated pursuant to the Merger Agreement.

“New

York Courts” shall have the meaning set forth in Section 8(d).

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Optional

Conversion Standstill Period” shall have the meaning set forth in Section 6(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers

of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred

Stock.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Purchase

Agreement” means the Securities Purchase Agreement, dated as of March 26, 2026, among the Corporation and the original Holders,

as amended, modified or supplemented from time to time in accordance with its terms.

“Required

Holders” shall have the meaning set forth in Section 4.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Purchase Agreement and covering the resale

of the Underlying Shares and by each Holder as provided for in the Purchase Agreement.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities”

means the Preferred Stock and the Underlying Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Subscription

Amount” shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase

Agreement as specified below such Holder’s name on the signature page of the Purchase Agreement and next to the heading “Subscription

Amount,” in United States dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Corporation as set forth on Exhibit 21.1 to the Corporation’s Annual Report on Form 10-K most recently

filed with the Commission, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after

the date of the Purchase Agreement.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, (or any successors to any of the foregoing).

“Transaction

Documents” means this Certificate of Designation, the Purchase Agreement, all exhibits and schedules thereto and hereto and

any other documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Corporation and any successor transfer agent of the Corporation.

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock, and issued and issuable

in lieu of the cash payment of dividends on the Preferred Stock in accordance with the terms of this Certificate of Designation.

Section

2. Designation, Amount and Par Value. The series of preferred stock designated by this Certificate of Designations shall

be designated as its Series B Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated

shall be up to 1,100 (which shall not be subject to increase without the written consent of the holders of a majority of the then issued

and outstanding shares of the Preferred Stock (each, a “Holder” and collectively, the “Holders”)).

Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000, subject to increase set

forth in Section 3 below (the “Stated Value”).

Section

3. Dividends.

a) Dividends.

Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the

Stated Value per share) of eight percent (8.0%) per annum, payable on each Conversion Date (with respect only to Preferred Stock being

converted) (each such date, a “Dividend Payment Date”) in duly authorized, validly issued, fully paid and non-assessable

shares of Common Stock at the Conversion Price then in effect in accordance with Section 6(c)(i) herein, (the dollar amount to be paid

in shares of Common Stock, the “Dividend Share Amount”).Dividends accrued on the Preferred Stock may be included in

an optional conversion by the Holder on each Conversion Date. No other dividends shall be paid on shares of Preferred Stock.

b) Dividend

Calculations. Dividends on the Preferred Stock shall be calculated on the basis of a 365-day year and shall accrue daily commencing

on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are

profits, surplus or other funds of the Corporation legally available for the payment of dividends. Dividends shall cease to accrue with

respect to any Preferred Stock converted, provided that, the Corporation actually delivers the Conversion Shares within the time period

required by Section 6(c)(i) herein.

c) Late

Fees. Any dividends, whether paid in cash or shares of Common Stock, that are not paid within three Trading Days following a Dividend

Payment Date shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of fifteen percent (15%) per

annum or the lesser rate permitted by applicable law which shall accrue daily from the Dividend Payment Date through and including the

date of actual payment in full.

d) Other

Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem,

purchase or otherwise acquire directly or indirectly any Junior Securities. So long as any Preferred Stock shall remain outstanding,

neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution

upon (other than a dividend or distribution described in Section 6 or dividends due and paid in the ordinary course on preferred stock

of the Corporation at such times when the Corporation is in compliance with its payment and other obligations hereunder), nor shall any

distribution be made in respect of, any Junior Securities as long as any dividends due on the Preferred Stock remain unpaid, nor shall

any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or

shares pari passu with the Preferred Stock.

Section

4. Voting Rights. Except as otherwise provided herein or as required by applicable law and subject to the provisions of

Section 6(d) hereof, Holders of the Preferred Stock shall be entitled to vote with holders of the Common Stock on all matters that such

holders of Common Stock are entitled to vote upon, in the same manner and with the same effect as the holders of Common Stock, voting

together with the holders of Common Stock as a single class. Subject to the provisions of Section 6(d) hereof, each share of Preferred

Stock shall entitle the Holder thereof to cast that number of votes per share of Preferred Stock as is equal to the Stated Value of such

share of Preferred Stock divided by the Conversion Price, and subject to adjustments for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions following the date hereof (the “Conversion Ratio”). Notwithstanding

the foregoing, to the extent that under the DGCL the vote of the holders of the Preferred Stock, voting separately as a class or series,

as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the Required Holders of the

shares of the Preferred Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented

at a duly held meeting at which a quorum is present or by written consent of the Required Holders (except as otherwise may be required

under the DGCL), voting together in the aggregate and not in separate series unless required under the DGCL, shall constitute the approval

of such action by both the class or the series, as applicable. For the avoidance of doubt, for purposes of determining the presence of

a quorum at any meeting of the stockholders of the Company at which the Preferred Stock is entitled to vote, the number of shares of

Preferred Stock and votes represented by such shares shall be counted on an as converted to Common Stock basis, subject to any limitations

on conversion set forth herein. Holders of the Preferred Stock shall be entitled to written notice of all stockholder meetings or written

consents (and copies of proxy materials and other information sent to stockholders) with respect to which they would be entitled to vote,

which notice would be provided pursuant to the Company’s bylaws and the DGCL. As long as any shares of Preferred Stock are outstanding,

the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred

Stock (the “Required Holders”), (a) alter or change adversely the powers, preferences or rights given to the Preferred

Stock or alter or amend this Certificate of Designation, (b) amend its Amended and Restated Certificate of Incorporation, as amended,

or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares

of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Section

5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a

“Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation

an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due

and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be

made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts,

then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective

amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of

Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than

forty-five (45) days prior to the payment date stated therein, to each Holder.

Section

6. Conversion.

a) Conversions

at Option of Holder. Each share of Preferred Stock, plus accrued and unpaid dividend thereon, shall be convertible, at any time and

from time to time from and after the date that is ninety (90) days following the Original Issue Date (the “Optional Conversion

Standstill Period”) at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations

set forth in Section 6(d) and Section 6(e)) determined by dividing the Stated Value of such share of Preferred Stock, plus accrued and

unpaid dividends thereon, by the Conversion Price. For the avoidance of doubt, no Holder shall be permitted to effect any optional conversion

of shares of Preferred Stock during the Optional Conversion Standstill Period. Holders shall effect conversions by providing the Corporation

with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion

shall specify the number of shares of Preferred Stock to be converted, the amount of accrued and unpaid dividends thereon, the number

of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the

conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder

delivers by .pdf via email such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no

Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation

is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type

of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion

shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not

be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of

Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares

of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed

in accordance with the terms hereof shall be canceled and shall not be reissued. The conversion price for the Preferred Stock shall equal

$2.20, subject to adjustment herein (the “Conversion Price”).

b) Automatic

Conversion. Effective as of 5:00 p.m. Eastern time on the fifth (5th) Business Day after the date that is the earlier of (i) the

one (1) year anniversary from the Original Issuance Date (ii) the Merger Closing Date (such date, the “Automatic Conversion

Deadline”), each share of Preferred Stock then outstanding shall automatically convert into a number of shares of Common Stock

equal to the Conversion Ratio (as defined below), subject to the Beneficial Ownership Limitation (the “Automatic Conversion”).

The Corporation shall (i) inform each Holder of the occurrence of the Merger Closing Date, if such date occurs prior to the one (1) year

anniversary of the initial date of issuance and (ii) confirm to each Holder the effective date of the Automatic Conversion, in each case,

within one (1) Business Day of such Automatic Conversion Deadline. In determining the application of the Beneficial Ownership Limitations

solely with respect to the Automatic Conversion, the Corporation shall assume the beneficial ownership for each Holder to be equal to

the Beneficial Ownership Limitiation designated by such Holder on its signature page to the Purchase Agreement, unless the Holder otherwise

informs the Corporation with written notice within two (2) Business Days of Automatic Conversion Deadline of such other beneficial ownership

limitation chosen by the Holder. The Conversion Shares shall be issued as follows:

(i) Converted

Stock that is registered in book entry form shall be automatically cancelled upon the Automatic

Conversion and converted into the corresponding Conversion Shares, which shares shall be

issued in book entry form and without any action on the part of the Holders and shall be

delivered to the Holders within one (1) Business Day of the effectiveness of the Automatic

Conversion.

(ii) Converted

Stock that is issued in certificated form shall be deemed converted into the corresponding

Conversion Shares on the date of Automatic Conversion and the Holder’s rights as a

holder of such shares of Converted Stock shall cease and terminate on such date, excepting

only the right to receive certificates representing the Conversion Shares within two (2)

Business Days of the effectiveness of the Automatic Conversion. The Holder shall tender to

the Corporation (or its designated agent) within three (3) Trading Days of the date of the

Automatic Conversion, the stock certificate(s) (duly endorsed) representing such certificated

Converted Stock.

(iii) Notwithstanding

the cancellation of the Converted Stock upon the Automatic Conversion, Holders of Converted

Stock shall continue to have any remedies provided herein or otherwise available at law or

in equity to such Holder because of a failure by the Corporation to comply with the terms

of this Certificate of Designation. In all cases, the Holder shall retain all of its rights

and remedies for the Corporation’s failure to convert the Converted Stock.

c) Mechanics

of Conversion.

i. Delivery

of Conversion Shares Upon Conversion. Not later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising

the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Corporation

shall deliver, or cause to be delivered, to the converting Holder the number of Conversion Shares being acquired upon the conversion

of the Preferred Stock (including, if the Corporation has given continuous notice pursuant to Section 3(b) for payment of dividends in

shares of Common Stock at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Corporation,

shares of Common Stock representing the payment of accrued dividends otherwise determined pursuant to Section 3(a)), which, on or after

the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends

and trading restrictions (other than those which may then be required by the Purchase Agreement). On or after the earlier of (i) the

six month anniversary of the Original Issue Date or (ii) the Effective Date, the Corporation shall deliver the Conversion Shares required

to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing

corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard settlement

period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common Stock as

in effect on the date of delivery of the Notice of Conversion.

ii. Failure

to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed

by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any

time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return

to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation

the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii. Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion

of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder

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

action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such

Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other

person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection

with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the

Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or

all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or any

one associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an

injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder

shall have been sought and obtained. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable,

cash, upon a properly noticed conversion. If the Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section

6(c)(i) by the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages

and not as a penalty, for each $1,000 of Stated Value of Preferred Stock being converted, $10 per Trading Day (increasing to $20 per

Trading Day on the third Trading Day) for each Trading Day after the Share Delivery Date until such Conversion Shares are delivered or

Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare a Triggering Event

pursuant to Section 10 hereof for the Corporation’s failure to deliver Conversion Shares within the period specified herein and

such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,

a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to

enforce damages pursuant to any other Section hereof or under applicable law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,

if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to

Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction

or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale

by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery

Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available

to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions)

for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was

entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such

purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered)

the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion

shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation

had timely complied with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having

a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect

to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation

was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000.

The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon

request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other

remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive

relief with respect to the Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of Preferred

Stock as required pursuant to the terms hereof.

v. Reservation

of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized

and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends

on the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons

other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock

as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and

restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of dividends hereunder.

The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued,

fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public

resale in accordance with such Registration Statement.

vi. Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock.

As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at

its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion

Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with the provisions

of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional shares of

Preferred Stock.

vii. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any Holder

for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided

that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and

delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock and

the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the

issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation

that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion

and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for

same-day electronic delivery of the Conversion Shares.

d) Beneficial

Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right

to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable

Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such

Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess

of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable

upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares

of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned

by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion

of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein

(including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained

in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned

by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall

be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination

of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates

and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership

Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers

a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent

periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or

(iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding.

Upon the written or oral request of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder

the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined

after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or

its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The

“Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder.

A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d)

applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares

of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred

Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply

to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Section

7. Certain Adjustments.

a) Stock

Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,

or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,

(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv)

issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion

Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury

shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common

Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately

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

immediately after the effective date in the case of a subdivision, combination or re-classification.

b) [Reserved.]

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or

sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon

the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held

the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any

limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which

a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record

holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that,

to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation or the Issuable Maximum, then the Holder shall not be entitled to participate in such Purchase Right to such extent

(or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to

such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding

the Beneficial Ownership Limitation or the Issuable Maximum).

d) Pro

Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend or

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

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such

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

Stock acquirable upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,

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

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

would result in the Holder exceeding the Beneficial Ownership Limitation or the Issuable Maximum, then the Holder shall not be entitled

to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such

Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such

time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or the Issuable Maximum).

e) Fundamental

Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more

related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation (and all

of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or

other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,

purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders

of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by

the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly

or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person

acquires more than 50% of the outstanding shares of Common Stock (each a “Fundamental Transaction”), then, upon any

subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have

been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation

in Section 6(d) and Section 6(e) on the conversion of this Preferred Stock), the number of shares of Common Stock of the successor or

acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock

for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in

Section 6(d) and Section 6(e) on the conversion of this Preferred Stock). For purposes of any such conversion, the determination of the

Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion

Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate

Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental

Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this

Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor

to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms

and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’

right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental

Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the

obligations of the Corporation under this Certificate of Designation and the other Transaction Documents (as defined in the Purchase

Agreement) in accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option

of the Holder, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to this Preferred Stock which is convertible for a corresponding number of shares of capital

stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion

of this Preferred Stock (without regard to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction,

and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the

relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Preferred

Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance

to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for

(so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction

Documents referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power

of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and the other Transaction

Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

f) Calculations.

All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

g) Notice

to the Holders.

i. Adjustment

to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall

promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and setting forth a brief

statement of the facts requiring such adjustment.

ii. Notice

to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares

of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection

with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer

of all or substantially all of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share

exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary

or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause

to be filed at each office or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered

by email to each Holder at its last email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar

days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be

taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as

of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are

to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected

to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to

exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,

merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof

shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided

hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled

to convert the Conversion Amount of this Preferred Stock (or any part hereof) during the twenty (20) day period commencing on the date

of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

8. Miscellaneous.

a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any

Notice of Conversion, shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight

courier service, addressed to the Corporation, at 945 Concord Street, Suite 1217, Framingham, MA 01701, telephone number (888) 355-4440

, e-mail address pludlum@Pulmatrix.com or such other e-mail address or address as the Corporation may specify for such purposes by notice

to the Holders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided

by the Corporation hereunder shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight

courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Corporation, or

if no such e-mail address or address appears on the books of the Corporation, at the principal place of business of such Holder, as set

forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the

earliest of (i) the date of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address set

forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission,

if such notice or communication is delivered via e-mail attachment at the e-mail address set forth in this Section on a day that is not

a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required

to be given.

b) Absolute

Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation

of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable,

on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost

or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed,

the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu

of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated,

lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership

hereof reasonably satisfactory to the Corporation.

d) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall

be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles

of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated

by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,

employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New

York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein

(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert

in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New

York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered

or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this

Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The

Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial

by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby.

If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation,

then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other

costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver.

Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be

construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation

or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate

of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter

to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by

the Corporation or a Holder must be in writing.

f) Severability.

If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation

shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to

all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the

applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate

of interest permitted under applicable law.

g) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall

be made on the next succeeding Business Day.

h) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be

deemed to limit or affect any of the provisions hereof.

i) Status

of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If any

shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized

but unissued shares of preferred stock and shall no longer be designated as Series B Convertible Preferred Stock.

j) Amendments.

This Certificate of Designations or any provision thereof may be amended by obtaining the written consent of the majority of the Holders

of the Preferred Stock issued and outstanding on such date.

*********************

RESOLVED,

FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be

and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations

in accordance with the foregoing resolution and the provisions of Delaware law.

WITNESS WHEREOF, the undersigned have executed this Certificate this 26th day of March, 2026.

/s/ Peter Ludlum

Name:

Peter

Ludlum

Title:

Interim

Chief Executive Officer and Interim Chief Financial Officer

ANNEX

NOTICE

OF CONVERSION

(To

be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The

undersigned hereby elects to convert the number of shares of Series B Convertible Preferred Stock indicated below into shares of common

stock, par value $0.0001 per share (the “Common Stock”), of Pulmatrix, Inc. a Delaware corporation (the “Corporation”),

according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person

other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such

certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to

the Holders for any conversion, except for any such transfer taxes.

Conversion

calculations:

Date

to Effect Conversion: _____________________________________________

Number

of shares of Preferred Stock owned prior to Conversion: _______________

Number

of shares of Preferred Stock to be Converted: ________________________

Stated

Value plus accrued dividends of shares of Preferred Stock to be Converted: ____________________

Number

of shares of Common Stock to be Issued: ___________________________

Applicable

Conversion Price:____________________________________________

Number

of shares of Preferred Stock subsequent to Conversion: ________________

Address

for Delivery: ______________________

DWAC

Instructions:

Broker

no: _________

Account

no: ___________

[HOLDER]

By:

Name:

Title:

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit 10.1

FORM

OF COMPANY STOCKHOLDER SUPPORT AGREEMENT

This

Support Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among Eos SENOLYTIX, Inc.,

a Delaware corporation (the “Company”), Pulmatrix, Inc., a Delaware corporation (“Parent”), and

Senotherapeutix, Inc., a Delaware corporation (the “Stockholder”). Capitalized terms used herein but not otherwise

defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS,

concurrently with the execution and delivery hereof, Parent, the Company, and PUOS Merger Sub, Inc., a Delaware corporation and a wholly

owned subsidiary of Parent (the “Merger Sub”) have entered into an Agreement and Plan of Merger and Reorganization,

dated of even date herewith (as such agreement may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger

Agreement”), pursuant to which (i) Merger Sub will merge with and into the Company (the “Merger”), with

the Company surviving the Merger as the surviving corporation and a wholly owned subsidiary of Parent, upon the terms and subject to

the conditions set forth in the Merger Agreement.

WHEREAS,

as of the date hereof, the Stockholder is the sole stockholder of the Company.

WHEREAS,

as an inducement and a condition to the willingness of Parent to enter into the Merger Agreement, the Stockholder has agreed to enter

into and perform this Agreement.

NOW,

THEREFORE, in consideration of, and as a condition to, Parent entering into the Merger Agreement, the Stockholder, Parent and the Company

agree as follows:

Certain Definitions. Capitalized terms used but

not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of this Agreement, the

following terms shall have the following respective meanings:

(a)

“Shares” means (i) all shares of

Company Capital Stock owned, beneficially or of record, by the Stockholder as of the date hereof, (ii) all additional shares of Company

Capital Stock acquired by the Stockholder, beneficially or of record, during the period commencing with the execution and delivery of

this Agreement and expiring on the Expiration Date (as defined below) and (iii) any shares of capital stock or other equity securities

of the Company that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power

(including any proxy) after the execution and delivery of this Agreement and expiring on the Expiration Date, whether by exercise of

any Company Options or otherwise, including, without limitation, by gift, succession, in the event of a stock split or as a dividend

or distribution of any Shares.

(b)

“Transfer” or “Transferred”

means, with respect to securities of the Company, the direct assignment, sale, transfer, tender, exchange, pledge or hypothecation, or

the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement in trust, or

other disposition of such security of the Company (including transfers by testamentary or intestate succession, by domestic relations

order or other court order, or otherwise by operation of law) or any right, title or interest therein (including any right or power to

vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial

ownership thereof, the offer to make such a sale, transfer, or other disposition, and each agreement, arrangement or understanding, whether

or not in writing, to effect any of the foregoing; provided, however, that “Transfer” shall not include any

issuance, sale or other disposition by the Stockholder of its own equity interests (including membership interests, partnership interests

or capital stock of the Stockholder).

Transfer and Voting Restrictions. The Stockholder

covenants to the Company and Parent as follows:

(a)

Except as otherwise permitted by Section 2(c),

during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, the Stockholder shall

not Transfer, in the aggregate, such that Stockholder has fewer than fifty-one percent (51%) of the voting rights of the Company after

such Transfer.

Page 1

(b)

Except as otherwise permitted by this Agreement (including

aggregate Transfers such that Stockholder has more than fifty-one percent (51%) of the voting rights of the Company after such Transfer)

or otherwise permitted or required or by order of a court of competent jurisdiction or a Governmental Authority, the Stockholder will

not commit any act that would restrict the Stockholder’s legal power, authority and right to vote all of the Shares held by the

Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement.

Without limiting the generality of the foregoing, except for this Agreement, the Stockholders’ Agreement of the Company, dated

as of October 15, 2024, and as otherwise permitted by this Agreement, the Stockholder shall not enter into any voting agreement with

any person or entity with respect to any of the Stockholder’s Shares, grant any person or entity any proxy (revocable or irrevocable)

or power of attorney with respect to any of the Shares, deposit any Shares in a voting trust or otherwise enter into any agreement or

arrangement with any person or entity limiting or affecting the Stockholder’s legal power, authority or right to execute and deliver

the Company Stockholder Written Consent.

(c)

Except as otherwise permitted by this Agreement (including

aggregate Transfers such that Stockholder has more than fifty-one percent (51%) of the voting rights of the Company after such Transfer)

or otherwise permitted or required by order of a court of competent jurisdiction or a Governmental Authority, the Stockholder will not

enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct Transfer of any right, title

or interest (including any right or power to vote to which the holder thereof may be entitled whether such right or power is granted

by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make any representation or warranty of such

Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and

right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s

obligations under this Agreement.

(d)

Notwithstanding anything else herein to the contrary,

the Stockholder may, at any time, Transfer Shares (i) to any investment fund or other entity controlled or managed by the Stockholder,

the investment adviser or managing member of the Stockholder, or an entity under common control or management with the Stockholder (in

each case, directly or indirectly), (ii) by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant

to the Stockholder’s organizational documents, (iii) with respect to the Stockholder’s Company Options (and any Shares underlying

such Company Options) which expire on or prior to the Expiration Date, Transfers of Shares (or effecting a “net exercise”

of a Company Option) as payment for the (a) exercise price of such Stockholder’s Company Options and (b) taxes applicable to the

exercise of such Stockholder’s Company Options, (iv) transfers to another holder of capital stock of the Company that has signed

a support agreement that is reasonably acceptable to Parent, (v) transfers, sales or other dispositions as Parent may otherwise agree

in writing in its sole discretion, (vi) purchased from the Company on or about the Closing Date but prior to the Closing, or (vii) to

the extent required by applicable Law; provided, that in the cases of clauses (i)-(iv), (1) such Transferred Shares shall continue

to be bound by this Agreement and (2) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered

to Parent and the Company a support agreement substantially identical to this Agreement, or a joinder agreement hereto agreeing to be

bound as if such transferee was an original party hereto upon consummation of the Transfer; provided, however, that the

Stockholder shall have no responsibility or liability for any act or omission by a transferee of Shares if such transferee had executed

and delivered either a joinder agreement thereto or a standalone support agreement in substantially the same form as this Agreement.

Notwithstanding the foregoing or anything to the contrary herein or otherwise, the issuance or transfer of equity interests of the Stockholder

by the Stockholder or its equityholders shall not be restricted by the Transfer limitations set forth herein, notwithstanding that it

might constitute an indirect Transfer of Shares.

(e)

Notwithstanding anything to the contrary herein, nothing

in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Capital Stock.

Page 2

Agreement to Vote Shares. The Stockholder covenants

to the Company and Parent as follows:

(a)

Until the Expiration Date, at any meeting of the stockholders

of the Company, however called, and at every adjournment or postponement thereof, and on every action or approval by written consent

of the stockholders of the Company, the Stockholder shall (i) appear at such meeting as present (in person or by proxy) for purposes

of calculating a quorum and (ii) vote, or exercise its right to consent with respect to, all Shares held by the Stockholder (A) in favor

of the adoption and approval of the Merger Agreement and the Contemplated Transactions, including any matter that could reasonably be

expected to facilitate the Contemplated Transactions and (B) against any Acquisition Proposals, or any agreement, transaction or other

matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect

the consummation of the Merger and the other Contemplated Transactions. Stockholder shall not take or commit or agree to take any action

inconsistent with the foregoing.

(b)

The Stockholder represents, as of the date hereof, that

the Stockholder is sole beneficial owner and record holder of all of the issued and outstanding shares of the Company, and accordingly

the Stockholder agrees to take all actions necessary to cause the record holder and any nominees to be present (in person or by proxy)

and vote all the Stockholder’s Shares in accordance with this Section 3.

(c)

In the event of a stock split, stock dividend or distribution,

or any change in the capital stock of the Company by reason of any split-up, reverse stock split, recapitalization, combination, reclassification,

reincorporation, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include such shares as

well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed

or exchanged or which are received in such transaction.

Action in Stockholder Capacity Only. The Stockholder

is entering into this Agreement solely in the Stockholder’s capacity as a record holder and/or beneficial owner, as applicable,

of its Shares and not in the Stockholder’s capacity as a director or officer of the Company. Nothing herein shall limit or affect

the Stockholder’s ability to act as an officer or director of the Company.

Irrevocable Proxy. In the event and to the extent

that the Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of the stockholders of the

Company or pursuant to any applicable written consent of the stockholders of the Company, the Stockholder shall be deemed to have irrevocably

granted to, and appointed, the Company, and any individual designated in writing by it, and each of them individually, as his, her or

its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares

in any action by written consent of Company stockholders or at any meeting of the Company’s stockholders called with respect to

any of the matters specified in, and in accordance and consistent with, Section 3 of this Agreement. The Company agrees not to

exercise the proxy granted herein for any purpose other than the purposes described in this Agreement and the Stockholder affirms that

the proxy set forth in this Section 5 is given in connection with, and granted in consideration of, and as an inducement to the

Company, Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder

under Section 3. Except as otherwise provided for herein, the Stockholder hereby affirms that the irrevocable proxy is coupled

with an interest and may under no circumstances be revoked and that such irrevocable proxy is executed and intended to be irrevocable.

The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations

of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns.

Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the

termination of this Agreement or the Merger Agreement.

No Solicitation. Subject to Section 4,

the Stockholder agrees not to, including through any of its officers, directors or agents, cause or permit the Company to take any action

that the Company is prohibited from taking pursuant to Section 5.4 of the Merger Agreement (subject to the exceptions set forth therein).

Documentation and Information. The Stockholder

shall permit and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC,

and any press release or other disclosure document that Parent or the Company reasonably determines to be necessary in connection with

the Merger and any of the Contemplated Transactions, a copy of this Agreement, the Stockholder’s identity and ownership of the

Shares and the nature of the Stockholder’s commitments and obligations under this Agreement; provided, that, Parent

and the Company provide such documents, schedules, press release or other disclosure document to the Stockholder in advance for its review

and comment and shall consider, in good faith, any reasonable comments provided by the Stockholder in a timely manner prior to such filing,

publication or distribution.

Page 3

No Exercise of Appraisal Rights; Waivers.

The Stockholder hereby irrevocably and unconditionally (a) waives, and agrees to cause to be waived and to prevent the exercise of, any

rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating

to the Merger that Stockholder may have by virtue of, or with respect to, any Shares (including all rights under Section 262 of the DGCL)

and (b) agrees that the Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid or participate in any

action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which (i) challenges

the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of

this Agreement by the Stockholder, or the approval of the Merger Agreement by the Company Board, breaches any fiduciary duty of the Company

Board or any member thereof; provided, that the Stockholder may defend against, contest or settle any such action, claim, suit

or cause of action brought against the Stockholder that relates solely to the Stockholder’s capacity as a director, officer or

securityholder of the Company.

Representations and Warranties of the Parties.

Each of the parties hereto represents to the others, as to itself, as of the date hereof as follows:

(a)

Such party is duly organized, validly existing and in

good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary

to perform this Agreement.

(b)

Except as otherwise provided in this Agreement, such

party has full power, legal capacity and authority to make, enter into and carry out the terms of this Agreement.

(c)

This Agreement has been duly and validly executed and

delivered by such party and (assuming the due authorization, execution and delivery by the other parties hereto) constitutes a valid

and binding agreement enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. The execution and

delivery of this Agreement by such party and the performance by it of the agreements and obligations hereunder will not result in any

breach or violation of or be in conflict with or constitute a default under any term of any Contract or if applicable any provision of

an organizational document (including a certificate of incorporation) to or by which it is a party or bound, or any applicable law to

which it (or any of its assets) is subject or bound, except for any such breach, violation, conflict or default which, individually or

in the aggregate, would not reasonably be expected to materially impair or adversely affect such party’s ability to perform its

obligations under this Agreement.

(d)

The execution, delivery and performance of this Agreement

by such party do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to,

any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure

of which to make or obtain, individually or in the aggregate, has not and would not materially impair its ability to perform its obligations

under this Agreement.

(e)

As of the date hereof, there is no action, suit, investigation

or proceeding pending against, or, to the knowledge of such party, threatened against, such party or any of its properties or assets

(including the Shares) that would reasonably be expected to prevent or materially delay or impair the ability of such party to perform

its obligations hereunder or to consummate the transactions contemplated hereby.

10.

Termination. This Agreement shall terminate and

shall cease to be of any further force or effect as of the earliest of (a) such date and time as the Merger Agreement shall have been

terminated pursuant to the terms thereof, (b) the Effective Time or (c) the time this Agreement is terminated upon mutual written agreement

of the parties to terminate this Agreement (clauses (a)-(c), the “Expiration Date”); provided, however,

that (i) Section 11 shall survive the termination of this Agreement, and (ii) the termination of this Agreement shall not relieve

any party hereto from any liability for any material and willful breach of this Agreement prior to the Effective Time.

Page 4

11.

Miscellaneous Provisions.

(a)

Amendments. No amendment of this Agreement shall be effective against any party unless it shall be in writing and signed by each

of the parties hereto.

(b)

Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile. This Agreement and the other schedules, exhibits,

certificates, instruments and agreements referred to in this Agreement constitute the entire agreement between the parties to this Agreement

and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the

subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall

remain in full force and effect in accordance with its terms. This Agreement may be executed in several counterparts, each of which shall

be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts

or otherwise) by all parties hereto by facsimile or electronic transmission in PDF format shall be sufficient to bind the parties hereto

to the terms and conditions of this Agreement.

(c)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of

Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding

between any of the parties arising out of or relating to this Agreement or the transactions contemplated hereby, each of the parties:

(i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State

of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the

United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall

be heard and determined exclusively in accordance with clause (i) of this Section 11(c), (iii) waives any objection to laying

venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not

have jurisdiction over any party, (v) agrees that service of process upon such party in any such action or proceeding shall be effective

if notice is given in accordance with Section 11(h) of this Agreement and (vi) irrevocably and unconditionally waives the right

to trial by jury.

(d)

Assignment. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties

and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of a party’s

rights or obligations hereunder may be assigned or delegated by such party without the prior written consent of the other parties, and

any attempted assignment or delegation of this Agreement or any of such rights or obligations by such party without the other parties’

prior written consent shall be void and of no effect.

(e)

No Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person any right,

benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(f)

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall

not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of

the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction

declares that any term or provision of this Agreement is invalid or unenforceable, the parties agree that the court making such determination

shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a

term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term

or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted

to it in the prior sentence, the parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable

term or provision.

Page 5

(g)

Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be

deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise

by a party of any one remedy will not preclude the exercise of any other remedy; provided, however, that in no event shall

any party be liable to another party for any consequential, incidental, indirect, special, exemplary or punitive damages (including damages

for loss of profits, loss of revenue, loss of use, or loss of business opportunity), whether based on contract, tort, strict liability,

or any other theory, even if such party had been advised of the possibility of such damages. The parties agree that irreparable damage

for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of

this Agreement were not performed in accordance with their specific terms (including failing to take such actions as are required of

it hereunder to consummate this Agreement) or were otherwise breached. It is accordingly agreed that the parties shall be entitled to

an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the

Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court

of the State of Delaware or the United States District Court for the District of Delaware, this being in addition to any other remedy

to which they are entitled at law or in equity, and each of the parties waives any bond, surety or other security that might be required

of any other party with respect thereto. Each of the parties further agrees that it will not oppose the granting of an injunction, specific

performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance

is not an appropriate remedy for any reason at law or in equity.

(h)

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and

received hereunder (i) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable international

overnight courier service, (ii) upon delivery in the case of delivery by hand or (iii) on the date delivered in the place of delivery

if sent by facsimile (with a written or electronic confirmation of delivery) or email (provided that there is no “bounce-back”

email or other automatic indication of nonreceipt of such email) prior to 5:00 p.m. (New York City time), otherwise on the next succeeding

Business Day, in each case to the intended recipient as set forth below:

to Parent or Merger Sub:

Pulmatrix,

Inc.

945

Concord Street, Suite 1217

Framingham,

MA 01701

Attention:

Peter Ludlum

Email:

pludlum@pulmatrix.com

with

a copy to (which shall not constitute notice):

Haynes

and Boone, LLP

Rockefeller Plaza, 26th Floor

New

York, New York 10112

Attention:

Rick A. Werner; Simin Sun; Alla Digilova

Email:

rick.werner@haynesboone.com; simin.sun@haynesboone.com; alla.digilova@haynesboone.com

to the Company or the Stockholder:

BioLabs

2710

Reed Road, Suite 160

Houston,

TX 77051

Attention:

Kevin Slawin

Email:

kslawin@senotherapeutix.com

with

a copy to (which shall not constitute notice):

Wilk

Auslander LLP

825

Eighth Avenue

Suite

2900

New

York, New York 10019

Attention:

Mark Clyman; Jonathan Bender

Email:

mclyman@wilkauslander.com; jbender@wilkauslander.com

Page 6

(i)

Confidentiality. Except to the extent required by applicable Law or regulation, the Stockholder shall hold any non-public information

received by or on behalf of the Company after the date hereof regarding the Company, this Agreement, the Merger Agreement and the Merger

in strict confidence and shall not divulge any such information to any third person until the Company and Parent have publicly disclosed

their entry into the Merger Agreement and this Agreement; provided, however, that the Stockholder may disclose such information

to its Affiliates, attorneys, accountants, consultants, and other advisors (provided that such Persons are subject to confidentiality

obligations at least as restrictive as those contained herein), or as otherwise required or requested by applicable law, without liability

hereunder. Neither the Stockholder nor any of its controlled Affiliates (other than the Company, whose actions shall be governed by the

Merger Agreement), shall issue or cause the publication of any press release or other public announcement with respect to the Company,

this Agreement, the Merger, the Merger Agreement or the other transactions contemplated hereby or thereby without the prior written consent

of the Company and Parent, except as may be required by applicable Law in which circumstance such announcing party shall make reasonable

efforts to consult with the Company and Parent to the extent practicable.

(j)

Interpretation. The words “hereof,” “herein” and “hereunder” and words of like import used

in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein

are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections,

Exhibits and Schedules are to Sections, Exhibits and Schedules of this Agreement unless otherwise specified. Any capitalized terms used

in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in

this Agreement shall be deemed to include the plural, and any plural term the singular, the masculine gender shall include the feminine

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

and feminine gender. Whenever the words “include,” “includes” or “including” are used in this Agreement,

they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those

words or words of like import. The word “or” is not exclusive. “Writing,” “written” and comparable

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

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

terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any statute

are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted thereof, substituted,

from time to time. References to “$” and “dollars” are to the currency of the United States. All accounting terms

used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP unless otherwise expressly

specified. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively.

All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day.” Except as

otherwise specifically indicated, for purposes of measuring the beginning and ending of time periods in this Agreement (including for

purposes of “Business Day” and for hours in a day or Business Day), the time at which a thing, occurrence or event shall

begin or end shall be deemed to occur in the Eastern time zone of the United States. The Parties agree that any rule of construction

to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation

of this Agreement. The words “delivered” or “made available” mean, with respect to any documentation, that prior

to 5:00 p.m. (New York City time) on the date that is the day prior to the date of this Agreement, a copy of such material has been (i)

posted to and continuously made available by a party to the other parties and their respective Representatives in the electronic data

room maintained by such disclosing party for the purposes of the transactions contemplated hereby or (ii) delivered by or on behalf of

a party or its Representatives to the other parties or their respective Representatives via electronic mail or in hard copy form prior

to the execution of this Agreement.

[Remainder

of Page Left Intentionally Blank]

Page 7

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

COMPANY:

EOS

SENOLYTIX, INC.

By:

Name:

Title:

PARENT:

PULMATRIX,

INC.

By:

Name:

Title:

STOCKHOLDER:

SENOTHERAPEUTIX,

INC.

By:

Name:

Title:

[Signature

Page to Company Support Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit

10.2

FORM

OF LOCK-UP AGREEMENT

[●],

2026

Ladies

and Gentlemen:

The

undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that Pulmatrix, Inc.,

a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of [●], 2026 (as

the same may be amended from time to time, the “Merger Agreement”) with PUOS Merger Sub, Inc., a Delaware corporation

and a wholly owned subsidiary of Parent, and Eos SENOLYTIX, Inc., a Delaware corporation (the “Company”). Capitalized

terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

a condition and inducement to each of the parties to enter into the Merger Agreement and to consummate the transactions contemplated

thereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned

hereby irrevocably agrees that, subject to the exceptions set forth herein, without the prior written consent of Parent, the undersigned

will not, during the period commencing upon the Closing and ending on the date that is 180 days after the Closing Date (the “Restricted

Period”):

(1)

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,

right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Parent Common Stock or any securities

convertible into or exercisable or exchangeable for shares of Parent Common Stock (including without limitation, shares of Parent Common

Stock or such other securities of Parent which may be deemed to be beneficially owned by the undersigned in accordance with the rules

and regulations of the SEC and securities of Parent which may be issued upon exercise or vesting, as applicable, of a stock option or

warrant or settlement of a restricted stock unit or restricted stock award and Parent Common Stock or such other securities to be issued

to the undersigned in connection with the Merger, in each case, that are currently or hereafter owned of record or beneficially (including

holding as a custodian)) by the undersigned, except as set forth below (collectively, the “Undersigned’s Shares”);

(2)

enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership

of the Undersigned’s Shares regardless of whether any such transaction described in clause (1) above or this clause (2) is to be

settled by delivery of shares of Parent Common Stock or other securities, in cash or otherwise;

(3)

make any demand for, or exercise any right with respect to, the registration of any shares of Parent Common Stock or any security convertible

into or exercisable or exchangeable for shares of Parent Common Stock (other than such rights set forth in the Merger Agreement); or

(4)

except for any support agreement entered into as of the date hereof by the undersigned with Parent and the Company, grant any proxies

or powers of attorney with respect to any Parent Common Stock, deposit any Parent Common Stock into a voting trust or enter into a voting

agreement or similar arrangement or commitment with respect to any Parent Common Stock; or

(5)

publicly disclose the intention to do any of the foregoing.

The

restrictions and obligations contemplated by this Lock-Up Agreement shall not apply to:

(a)

transfers of the Undersigned’s Shares:

(i)

(A) to any person related to the undersigned (or to an ultimate beneficial owner of the undersigned) by blood or adoption who is an immediate

family member of the undersigned, or by marriage or domestic partnership (a “Family Member”), or to a trust formed

for the benefit of the undersigned or any of the undersigned’s Family Members, (B) to the undersigned’s estate, following

the death of the undersigned, by will, intestacy or other operation of Law, (C) as a bona fide gift or a charitable contribution, as

such term is described in Section 501(c)(3) of the Code, or otherwise to a trust or other entity for the direct or indirect benefit of

an immediate family member of a beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of the Undersigned’s Shares (D)

by operation of Law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership,

corporation, limited liability company or other entity, in each case, the beneficial ownership interests of all of which are held by

or otherwise under common control (via beneficial ownership, contract or otherwise) with the undersigned or a Family Member of the undersigned;

(ii)

if the undersigned is a corporation, partnership, limited liability company or other entity, (A) to another corporation, partnership,

limited liability company or other entity that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of

the undersigned, including investment funds or other entities that controls or manages, is under common control or management with, or

is controlled or managed by, the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general

partner or a successor partnership or fund, or any other funds managed by such partnership), (B) as a distribution or dividend to equity

holders, current or former partners, members, stockholders or managers (or to the estates of any of the foregoing), as applicable, of

the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the

undersigned’s equity holders), (C) as a bona fide gift or a charitable contribution, as such term is described in Section 501(c)(3)

of the Code, or otherwise to a trust or other entity for the direct or indirect benefit of an immediate family member of a beneficial

owner (as defined in Rule 13d-3 of the Exchange Act) of the Undersigned’s Shares, (D) transfers or dispositions not involving a

change in beneficial ownership or (E) with prior written consent of Parent (as constituted following the Closing); or

(iii)

if the undersigned is a trust, to any grantors or beneficiaries of the trust;

provided

that, in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value (other than transfers pursuant

to clauses (a)(i)(A), (a)(i)(E) or (a)(ii)(A) hereto) and each donee, heir, beneficiary or other transferee or distributee shall sign

and deliver to Parent either a joinder hereto agreeing to be bound hereby as if he, she or it was an original party hereto, or a lock-up

agreement in the form of this Lock-Up Agreement, with respect to the shares of Parent Common Stock or such other securities that have

been so transferred or distributed and if a filing pursuant to Section 16(a) of the Exchange Act is required, such filing shall describe

the nature of the transfer or distribution; provided, further, that the transferor pursuant to this clause (a) shall not

be responsible or liable for any act or omission by its transferee or distributee in the event that such transferee or distributee signs

and delivers a joinder hereto or a standalone lock-up agreement in substantially the form of this Lock-Up Agreement;

(b)

the exercise of an option to purchase shares of Parent Common Stock (including a net or cashless exercise of an option to purchase shares

of Parent Common Stock), and any related transfer of shares of Parent Common Stock to Parent or any other Person (to the extent permitted

under applicable Law, including, for the avoidance of doubt, the Securities Act) for the purpose of paying the exercise price of such

options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or for paying taxes (including

estimated taxes) due as a result of the exercise of such options; provided that, for the avoidance of doubt, the other underlying

shares of Parent Common Stock which were subject to such option shall continue to be subject to the restrictions on transfer set forth

in this Lock-Up Agreement;

(c)

transfers to Parent or any other Person (to the extent permitted under applicable Law, including, for the avoidance of doubt, the Securities

Act) in connection with the net settlement of any other equity award that represents the right to receive in the future shares of Parent

Common Stock, settled in shares of Parent Common Stock, to pay any tax withholding obligations; provided that, for the avoidance

of doubt, the other underlying shares of Parent Common Stock which were subject to such right to receive future shares shall continue

to be subject to the restrictions on transfer set forth in this Lock-Up Agreement;

(d)

the establishment of a trading plan pursuant to Rule 10b5-l under the Exchange Act for the transfer of shares of Parent Common Stock;

provided that such plan does not provide for any transfers of shares of Parent Common Stock during the Restricted Period;

(e)

the disposition (including a forfeiture or repurchase) to Parent of any shares of restricted stock granted pursuant to the terms of any

employee benefit plan or restricted stock purchase agreement;

(f)

transfers, distributions, sales or other transactions by the undersigned of shares of Parent Common Stock purchased by the undersigned

on the open market or in a public offering by Parent, in each case following the date of the Closing;

(g)

transfers pursuant to a bona-fide third party tender offer, merger, consolidation or other similar transaction made to all holders of

Parent’s capital stock involving a change of control of Parent, provided that in the event that such tender offer, merger,

consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the restrictions contained

in this Lock-Up Agreement;

(h)

transfers pursuant to an order of a court or regulatory agency;

(i)

transfers by the undersigned of shares of Parent Common Stock issued pursuant to the Merger Agreement in respect of shares of the Company,

if any, purchased from the Company on or about the Closing Date but prior to the Closing;

(j)

transfers, distributions, sales or other transactions with the prior written consent of Parent (as constituted following the Closing);

(k)

transfers, distributions sales or other transactions to any Person if the closing price on Parent Common Stock equals or exceeds 150%

of the closing price on the Closing Date for any ten (10) consecutive trading days, and upon the occurrence of an event described in

this clause (k), this Lock-Up Agreement shall be of no further force or effect; or

(l)

pledges of the Undersigned’s Shares as collateral for a bona fide loan or margin agreement; provided that any foreclosure or other

transfer of such pledged Shares shall remain subject to the restrictions of this Lock-Up Agreement;

provided,

that, with respect to each of (b), (c), and (d) above, no filing by any party (including any donor, donee, transferor, transferee, distributor

or distributee) under Section 16 of the Exchange Act or other public announcement shall be made voluntarily reporting a reduction in

beneficial ownership of shares of Parent Common Stock or any securities convertible into or exercisable or exchangeable for Parent Common

Stock in connection with such transfer or disposition during the Restricted Period (other than any exit filings) and if any filings under

Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares

of Parent Common Stock in connection with such transfer or distribution, shall be legally required during the Restricted Period, such

filing, report or announcement shall clearly indicate in the footnotes therein, in reasonable detail, a description of the circumstances

of the transfer and that the shares remain subject to this Lock-Up Agreement.

For

purposes of this Lock-Up Agreement, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation

or other similar transaction), in one transaction or a series of related transactions to a person or group of affiliated persons, of

the Parent’s voting securities if, after such transfer, the Parent’s stockholders as of immediately prior to such transfer

do not hold a majority of the outstanding voting securities of the Parent (or the surviving entity).

Any

attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported

transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be

recorded on the share register of Parent. In furtherance of the foregoing, the undersigned agrees that Parent and any duly appointed

transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer

of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. Parent may cause the legend set forth

below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments

evidencing the undersigned’s ownership of Parent Common Stock; provided that Parent shall promptly remove such legend and

any related stop transfer instructions upon the expiration of the Restricted Period:

THE

SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH

IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

The

undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement, and

that upon request, the undersigned will execute any additional documents reasonably necessary to ensure the validity or enforcement of

this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding

upon the successors, assigns, heirs or personal representatives of the undersigned.

The

undersigned understands that if the Merger Agreement is terminated for any reason, the undersigned shall be released from all obligations

under this Lock-Up Agreement. The undersigned understands that Parent and the Company are proceeding with the transactions contemplated

by the Merger Agreement in reliance upon this Lock-Up Agreement.

Any

and all remedies herein expressly conferred upon Parent or the Company will be deemed cumulative with and not exclusive of any other

remedy conferred hereby, or by Law or equity, and the exercise by Parent or the Company of any one remedy will not preclude the exercise

of any other remedy. The undersigned agrees that irreparable damage for which monetary damages, even if available, may not be an adequate

remedy, may occur to Parent and/or the Company in the event that any provision of this Lock-Up Agreement was not performed in accordance

with its specific terms or were otherwise breached. It is accordingly agreed that Parent and/or the Company shall be entitled to seek

an injunction or injunctions to prevent breaches of this Lock-Up Agreement and to enforce specifically the terms and provisions hereof

in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent or the

Company is entitled at Law or in equity. Each of the parties further agrees that it will not oppose the granting of an injunction, specific

performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance

is not an appropriate remedy for any reason at law or in equity.

the event that any holder of Parent’s securities that are subject to a substantially similar agreement entered into by such holder,

other than the undersigned, is permitted by Parent to sell or otherwise transfer or dispose of shares of Parent Common Stock for value

other than as permitted by this or a substantially similar agreement entered into by such holder (whether in one or multiple releases

or waivers), the same percentage of shares of Parent Common Stock held by the undersigned on the date of such release or waiver as the

percentage of the total number of outstanding shares of Parent Common Stock held by such holder on the date of such release or waiver

that are the subject of such release or waiver shall be immediately and fully released on the same terms from any remaining restrictions

set forth herein (the “Pro-Rata Release”); provided, however, that such Pro-Rata Release shall not be

applied unless and until permission has been granted by Parent to an equity holder or equity holders to sell or otherwise transfer or

dispose of all or a portion of such equity holders shares of Parent Common Stock in an aggregate amount in excess of 0.5% of the number

of shares of Parent Common Stock subject to a substantially similar agreement. In the event of any Pro-Rata Release, the Company shall

promptly (and in any event within two (2) Business Days of such release) inform each relevant holder of Parent Common Stock of the terms

of such Pro-Rata Release.

Upon

the release of any of the Undersigned’s Shares from this Lock-Up Agreement, Parent will facilitate the timely preparation and delivery

of certificates or the establishment of book-entry positions at Parent’s transfer agent representing the Undersigned’s Shares

without the restrictive legend above or the withdrawal of any stop transfer instructions.

This

Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed

in accordance with the Laws of the State of Delaware, without regard to the conflict of Laws principles thereof. In any action or proceeding

between any of the parties arising out of or relating to this Lock-Up Agreement, each of the parties: (i) irrevocably and unconditionally

consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such

court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for

the District of Delaware, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively

in accordance with foregoing clause (i) of this paragraph, (iii) waives any objection to laying venue in any such action or proceeding

in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party and (v)

irrevocably and unconditionally waives the right to trial by jury. This Lock-Up Agreement constitutes the entire agreement between the

parties to this Lock-Up Agreement and supersedes all other prior agreements, arrangements and understandings, both written and oral,

among the parties with respect to the subject matter hereof.

This

Lock-Up Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute

one and the same instrument. The exchange of a fully executed Lock-Up Agreement (in counterparts or otherwise) by Parent, the Company

and the undersigned by electronic transmission in .pdf format or other electronic means shall be sufficient to bind such parties to the

terms and conditions of this Lock-Up Agreement.

[SIGNATURE

PAGE FOLLOWS]

The

undersigned understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned and the heirs, personal

representatives, successors and assigns of the undersigned.

Very

truly yours,

Print Name of

Stockholder:

Signature (for

individuals):

Signature (for

entities):

By:

Name:

Title:

[Signature

Page to Lock-Up Agreement]

Accepted

and Agreed

Pulmatrix, Inc.:

By:

Name:

Title:

Accepted and

Agreed

Eos SENOLYTIX, INC.:

By:

Name:

Title:

[Signature

Page to Lock-Up Agreement]

EX-10.3

Filename: ex10-3.htm · Sequence: 6

Exhibit

10.3

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of March 26, 2026, between Pulmatrix, Inc., a Delaware

corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors

and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below),

and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser,

severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings

given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in

this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.7.

“Action”

shall have the meaning ascribed to such term in Section 3.1(j).

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Certificate

of Designation” means the Certificate of Designation of the Series B Convertible Preferred Stock to be filed prior to the

Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.

“Closing”

means the closing of the purchase and sale of the Preferred Stock pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Preferred Stock, in each case, have been satisfied or waived.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company

Counsel” means Haynes and Boone, LLP.

“Conversion

Price” shall have the meaning ascribed to such term in the Certificate of Designation.

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading

Day, no later than 9:01 a.m. (New York City time) on the date hereof.

“Effective

Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission,

(b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for

the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions,

(c) following the one year anniversary of the Closing Date provided that a holder of Underlying Shares is not an Affiliate of the Company,

or (d) all of the Underlying Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act

without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion

that resales may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and

substance reasonably acceptable to such holders.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“FDA”

shall have the meaning ascribed to such term in Section 3.1(ll).

“FDCA”

shall have the meaning ascribed to such term in Section 3.1(ll).

“GAAP”

shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(bb).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Legend

Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Maximum

Rate” shall have the meaning ascribed to such term in Section 5.17.

“Merger”

shall mean the transactions contemplated pursuant to the terms of the Merger Agreement.

“Merger

Agreement” means that certain Agreement and Plan of Merger, by and among the Corporation, Eos SENOLYTIX, Inc. and PUOS Merger

Sub, Inc. pursuant to the terms of that certain Agreement and Plan of Merger, dated as of March 26, 2026.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Pharmaceutical

Product” shall have the meaning ascribed to such term in Section 3.1(ll).

“Placement

Agent” means Palladium Capital Group LLC.

“Preferred

Stock” means the shares of the Company’s 8% Series B Convertible Preferred Stock issued hereunder having the rights,

preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Public

Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).

“Public

Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.10.

“Registration

Statement” means a registration statement meeting the requirements set forth in Section 4.17 of this Agreement and covering

the resale of the Underlying Shares by each Purchaser.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Required

Minimum” means, as of any date, the maximum aggregate number of Underlying Shares issuable upon conversion in full of all shares

of Preferred Stock at the initial Conversion Price, ignoring any conversion limits set forth therein, and assuming that any previously

unconverted shares of Preferred Stock are held until the Automatic Conversion Deadline (as defined in the Certificate of Designation).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”

means the Preferred Stock and the Underlying Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Stated

Value” means $1,000 per share of Preferred Stock.

“Subscription

Amount” shall mean the aggregate amount paid for the Preferred Stock purchased hereunder as specified below such Purchaser’s

name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and

in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Certificate of Designation, all exhibits and schedules thereto and hereto and any other

documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,

Woodmere, New York 11598 and any successor transfer agent of the Company.

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock, and issued and issuable

in payment of dividends on the Preferred Stock in accordance with the terms of the Certificate of Designation.

“Voting

Agreements” means the Voting Agreement, dated as of the date hereof, by and among the Company and the Purchasers, in the form

attached hereto as Exhibit B.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX

Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date

(or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on

OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated

by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and

reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

ARTICLE

II.

PURCHASE

AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally

and not jointly, agree to purchase an aggregate of $1,000,000.00 in Stated Value of Preferred Stock, as further set forth on the signature

pages hereto executed by the Purchasers. Each Purchaser shall deliver to the Company immediately available funds equal to such Purchaser’s

Subscription Amount and the Company shall deliver to each Purchaser its respective shares of Preferred Stock, as determined pursuant

to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the Closing.

Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic

transfer of the Closing documentation or such other location as the parties shall mutually agree.

2.2 Closing

Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of Company Counsel, in customary form and reasonably acceptable to the Purchasers;

(iii) a

certificate or book-entry statement evidencing a number of shares of Preferred Stock equal to the number of shares set forth on each

Purchaser’s signature page, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate

of Designation from the Secretary of State of Delaware; and

(iv) the

Company shall have provided each Purchaser the Company’s wire instructions, on Company letterhead and executed by the Chief Executive

Officer or Chief Financial Officer.

(b) On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by such Purchaser;

(ii) the duly executed Voting Agreements; and

(iii) such Purchaser’s Subscription Amount via wire transfer to the bank account the Company.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such

representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the

extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such

representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects or, to the

extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Company; and

(v) from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Preferred Stock at the Closing.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby makes the following representations and

warranties to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding

shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights

to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them

in the Transaction Documents shall be disregarded.

(b) Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary

is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material

adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the

Subsidiaries, taken as a whole, (iii) a material adverse effect on the Company’s ability to perform in any material respect on

a timely basis its obligations under any Transaction Document, (iv) a material adverse effect on the ability of the Company to consummate

the Merger on the terms and conditions set forth in the Merger Agreement, (v) the termination of the Merger Agreement, (vi) the failure

to obtain any required regulatory approval for the Merger, or (vii) any material amendment, modification or waiver of any material term

of the Merger Agreement that is adverse to the Purchasers (any of (i), (ii), (iii), (iv), (v), (vi) or (vii), a “Material Adverse

Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,

limit or curtail such power and authority or qualification.

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or

upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which

it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or

assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,

acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in

connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required

pursuant to Section 4.6 of this Agreement, (ii) the filing of the Registration Statement with the Commission pursuant to the terms of

this Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities

and the listing of the Underlying Shares for trading thereon in the time and manner required thereby, and (iv) the filing of Form D with

the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required

Approvals”).

(f) Issuance

of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than

restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of

the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other

than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock

a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth In the SEC Reports. Except as set forth in the SEC Reports, the

Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to

the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees

pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents

outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal,

preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable

or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any

Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to

issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the

Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than

the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts

the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any

Subsidiary. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary

that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the

Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any

stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding

shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance

with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar

rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others

is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements

with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among

any of the Company’s stockholders.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein

as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any

such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material

respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained

any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer

subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material

respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at

the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles

applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial

statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly

present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof

and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or that

could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or

otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event,

liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect

to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition,

that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed

made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation.

There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental

or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”).

There is no Action that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents

or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse

Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving

a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,

and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company

or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the

effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their

relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material

Adverse Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,

permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and

(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in

each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the

Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality

and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in

such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not

limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any

Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction

with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement

or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,

providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or

such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other

employee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the

Sarbanes-Oxley Act of 2002, as amended that are effective as of the date hereof, and any and all applicable rules and regulations promulgated

by the Commission thereunder that are effective as of the date hereof and as of each Closing Date. Except as disclosed in the Company’s

SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient 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 financial statements in conformity with GAAP and to maintain asset accountability, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and

15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required

to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,

within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the

effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the

most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented

in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have

been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its

Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting

of the Company and its Subsidiaries.

(t) Certain

Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will

be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this

Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Private

Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration

under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(v) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The

Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(w) Registration

Rights. Other than to each of the Purchasers pursuant to this Agreement, no Person has any right to cause the Company or any Subsidiary

to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(x) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken

no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under

the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The

Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or

has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading

Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all

such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust

Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company

(or such other established clearing corporation) in connection with such electronic transfer.

(y) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their

obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s

issuance of the Securities and the Purchasers’ ownership of the Securities.

(z) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers

will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by

or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions

contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact

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

The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do 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 and when made, not misleading. The Company

acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated

hereby other than those specifically set forth in Section 3.2 hereof.

(aa) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or

sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any

such Securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of

the securities of the Company are listed or designated.

(bb) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of

the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the

current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured

and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes

of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $200,000

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $200,000 due under leases

required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(cc) Tax

Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material

Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all

foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid

all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis

for any such claim.

(dd) No

General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities

by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and

certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(ee) Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to

foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of

which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

(ff) Accountants.

The Company’s independent registered public accounting firm is set forth in the SEC Reports. To the knowledge and belief of the

Company, such accounting firm shall express its opinion with respect to the financial statements to be included in the Company’s

Annual Report for the fiscal year ending December 31, 2026, unless and until such time as the Company may appoint a successor registered

public accounting firm as required by the Exchange Act.

(gg) [Reserved.]

(hh) No

Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated

by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company

is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any

of its obligations under any of the Transaction Documents.

(ii) Acknowledgment

Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their

respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(jj) Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except

for Sections 3.2(g) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked

by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,

or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii)

past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”

transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of

the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to

which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and

(iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”

transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various

times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the

Underlying Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce

the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being

conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction

Documents.

(kk) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action

designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale

or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,

or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,

other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(ll) FDA.

As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal

Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled,

tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”),

such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance

with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket

clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product

listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not

have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any

lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or

any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication

from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the

uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical

Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising

or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by

the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters

or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges

any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate,

would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all

material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the

FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced

or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed

or proposed to be developed by the Company.

(mm) Form

S-3 Eligibility. The Company is eligible to register the resale of the Underlying Shares for resale by the Purchaser on Form S-3

promulgated under the Securities Act.

(nn) Stock

Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(oo) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented

and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and

disaster recovery technology consistent with industry standards and practices.

(pp) Compliance

with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliance

with all applicable state, federal and foreign data privacy and security laws and regulations, including, without limitation, the European

Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”); (ii) the

Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance with their

policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of

Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice of its applicable Policies

to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv) applicable Policies provide

accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter, and do not contain

any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data”

means (i) a natural person’s name, street address, telephone number, email address, photograph, social security number, bank information,

or customer or account number; (ii) any information which would qualify as “personally identifying information” under the

Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information

that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable

data related to an identified person’s health or sexual orientation. (i) None of such disclosures made or contained in any of the

Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the execution, delivery and performance

of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i)

to the knowledge of the Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries

under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting

or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand

pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental

or regulatory authority that imposed any obligation or liability under any Privacy Law.

(qq) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,

employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign

Assets Control of the U.S. Treasury Department (“OFAC”).

(rr) U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning

of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(ss) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of

1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent

(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank

or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or

Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(tt) Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(uu) (au) No

Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities

Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company

participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,

calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act), (including,

but not limited to the Placement Agent) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered

Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications

described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification

Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable best efforts to determine whether any Issuer Covered

Person is subject to a Disqualification Event by making inquiry of each Issuer Covered Person. The Company has complied, to the extent

applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided

thereunder.

(vv) Other

Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that

has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(ww) Notice

of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to the Closing Date

of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become

a Disqualification Event relating to any Issuer Covered Person.

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the

date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(b) Own

Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under

the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with

a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state

securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable

state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the

distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which

it converts any shares of Preferred Stock, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1),

(a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer”

as defined in Rule 144A(a) under the Securities Act.

(d) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) General

Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement,

article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over

television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(f) Access

to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities

and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results

of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement

Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities

nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation

as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information

with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities

to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(g) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms

of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the

case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s

assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other

portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets

managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to

other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,

partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures

made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,

for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, preclude

any actions, with respect to the locating or borrowing of, arrangement to borrow, identification of the availability of, and/or securing

of, securities of the Company shares in order for such Purchaser (or its broker or other financial representative) to effect Short Sales

or similar transactions in the future .

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1 Transfer

Restrictions.

(a) The

Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities

other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection

with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion

of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the

Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and

the Voting Agreements and shall have the rights and obligations of a Purchaser under this Agreement and the Voting Agreements.

(b) The

Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following

form:

[NEITHER]

THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE] HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION]

OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL

INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY

SUCH SECURITIES.

The

Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”

as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer

pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company

and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no

notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable

documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a

registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities

Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under

Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as

to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements

of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall

cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly after the Effective Date if required by the

Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any shares of Preferred

Stock are converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such

Underlying Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under

Rule 144, or if the Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the

current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or

if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and

pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees

that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below)

following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares issued with

a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a

certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its

records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates

for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the

account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein,

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Underlying

Shares issued with a restrictive legend.

(d) In

addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated

damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date such Securities

are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day

(increasing to $20 per Trading Day five (5) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal

Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered)

to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that

is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction

or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares

of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock

that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such

Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common

Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)

over the product of (x) such number of Underlying Shares that the Company was required to deliver to such Purchaser by the Legend Removal

Date multiplied by (y) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date

of the delivery by such Purchaser to the Company of the applicable Underlying Shares (as the case may be) and ending on the date of such

delivery and payment under this clause (ii).

(e) Each

Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities

pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or

an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the

plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities

as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common

Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under

the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction Documents,

are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of

any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may

have on the ownership of the other stockholders of the Company.

4.3 Furnishing

of Information; Public Information.

(a) Until the such time that no Purchaser owns Securities, the Company covenants to maintain the

registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect

thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to

the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

(b) At any time during the period commencing from the six (6) month anniversary of the date hereof

and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule

144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy

the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes

an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information

Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash,

as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities,

an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of

a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter

until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer

required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled

pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information

Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure

Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information

Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public

Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing

herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall

have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance

and/or injunctive relief.

4.4 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the

registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities

for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing

of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.5 Conversion

Procedures. The form of Notice of Conversion included in the Certificate of Designation sets forth the totality of the procedures

required of the Purchasers in order to convert the Preferred Stock. Without limiting the preceding sentences, no ink-original Notice

of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion

form be required in order to convert the Preferred Stock. No additional legal opinion, other information or instructions shall be required

of the Purchasers to convert their Preferred Stock. The Company shall honor conversions of the Preferred Stock and shall deliver Underlying

Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.6 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of

the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without

limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers

or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms

that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and

each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,

and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the

prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with

respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is

required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement

or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name

of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such

Purchaser, except (a) as required by federal securities law in connection with (i) the Registration Statement and (ii) the filing of

final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,

in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably

cooperate with such Purchaser regarding such disclosure.

4.7 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.8

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.9 Use

of Proceeds. Prior to the date of the consummation of the Merger, the Company shall be permitted to use up to $250,000 of the net

proceeds for working capital and other general corporate purposes and shall not use the remainder of the net proceeds from the sale of

the Securities unless otherwise consented to by majority of the Purchasers, which consent shall not be unreasonably delayed, withheld

or conditioned. From and after the date of the consummation of the Merger, the Company shall use the remainder of the net proceeds from

the sale of the Securities for general corporate purposes and working capital. Upon any termination of the Merger Agreement in accordance

with its terms, the Company shall be authorized and entitled, without further action or consent by the Purchasers, to retain and use

the net proceeds for working capital and general corporate purposes.

4.10 Indemnification

of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members,

partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their

respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the

transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may

have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser

Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a

material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the

Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be

liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior

written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim,

damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements

made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser

Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.11 Reservation

and Listing of Securities. The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common

Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under

the Transaction Documents.

4.12 [Reserved.]

4.13 [Reserved.]

4.14 Equal

Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person to

amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all

of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by

the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall

not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of

Securities or otherwise.

4.15 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it,

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short

Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such

time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described

in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions

contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6,

such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal

and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary,

the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will

not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement

are first publicly announced pursuant to the initial press release as described in Section 4.6, (ii) no Purchaser shall be restricted

or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and

after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the

Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent, including,

without limitation, the Placement Agent after the issuance of the initial press release as described in Section 4.6. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect

to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this

Agreement.

4.16 Form

D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and

to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly

upon request of any Purchaser.

4.17. Registration Statement. As soon as reasonably practicable, and in any event, within

sixty (60) days following the Closing Date, the Company shall file a registration statement on Form S-3 (or other appropriate form if

the Company is not then S-3 eligible) providing for the resale by the Purchasers of the Underlying Shares issued and issuable upon conversion

of the Preferred Stock. The Company shall use commercially reasonable efforts to cause the Registration Statement to become effective

following the initial filing of the Registration Statement with the Commission within one hundred twenty days (120) following the Closing

Date and to keep such Registration Statement effective at all times until no Purchaser owns any shares of Preferred Stock or Underlying

Shares issuable upon conversion thereof.

ARTICLE

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been

consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such

termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees

and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses

of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,

preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without

limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion notice delivered

by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the e-mail address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on

a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m.

(New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address

for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Preferred Stock based on the

initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the

party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately

and adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% of such disproportionately impacted Purchaser

(or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of

this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner

impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the

rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior

written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon

each Purchaser and holder of Securities and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser

(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns

or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities,

by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No

Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the

Company in Section 3.1 hereof and with respect to the representations and warranties of the Purchasers in Section 3.2 hereof. This Agreement

is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of,

nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with

any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the

obligations of the Company under Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act

or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly

delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any

of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document

and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind

or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in

whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission

of a conversion of the Preferred Stock, the applicable Purchaser shall be required to return any shares of Common Stock subject to any

such rescinded conversion.

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company

of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and

hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law

would be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a

Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any right or remedy under

any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed

and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not

exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest

that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to

the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any

circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness

evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness

or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

5.18 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several

and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The

Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not

because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained

in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company

and the Purchasers collectively and not between and among the Purchasers.

5.19 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have

been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.20 Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.21 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.22 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH

KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND

EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

PULMATRIX,

inc.

Address for Notice:

By:

Email:

pludlum@Pulmatrix.com

Name:

Peter

Ludlum

Title:

Interim

Chief Executive Officer and Interim Chief Financial Officer

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

Haynes

and Boone, LLP

Rockefeller Plaza, 26th Floor

New

York, NY 10112

Attention:

Rick A. Werner

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO PULM SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ____________________________________________________

Signature

of Authorized Signatory of Purchaser: __________________________

Name

of Authorized Signatory: ____________________________________

Title

of Authorized Signatory: _____________________________________

Address of Authorized Signatory: ___________________________________________

Address

for Notice to Purchaser:

Address

for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription

Amount: $________________

Preferred

Stock: _______________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

EIN

Number: _______________________

[SIGNATURE

PAGES CONTINUE]

EX-10.4

Filename: ex10-4.htm · Sequence: 7

Exhibit

10.4

VOTING

AGREEMENT

This

VOTING AGREEMENT (this “Agreement”), dated as of March 26, 2026, is entered into by and between the undersigned

stockholder (the “Stockholder”) of Pulmatrix, Inc., a Delaware corporation (the “Company”), and

the Company. The Company and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively

as the “Parties.” Capitalized terms that are used but not defined herein shall have the meaning ascribed to them in

the Purchase Agreement (as defined below).

RECITALS

Concurrently with or following the execution of this Agreement, the Company has entered, or will enter, into a Securities Purchase Agreement

(as the same may be amended from time to time, the “Purchase Agreement”), providing for, among other things, the issuance

of the Securities (as defined therein) pursuant to the terms and conditions of the Purchase Agreement and the Transaction Documents.

In order to induce entry into the Purchase Agreement and the Transaction Documents, and for good and valuable consideration, the sufficiency

of which is hereby acknowledged, the Stockholder hereby makes certain representations, warranties, covenants and agreements as set forth

in this Agreement with respect to the shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share

(“Preferred Stock”) Beneficially Owned (as defined below) by the Stockholder (the “Original Shares”

and, together with any Underlying Shares issuable upon conversion of the Preferred Stock, the “Shares”).

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Definitions.

When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned

to them in this Section 1.

(a)

“Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3

under the 1934 Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of

such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of

doubt, “Beneficially Own” and “Beneficial Ownership” shall also include record ownership of securities.

(b)

“Beneficial Owner” shall mean the Person who Beneficially Owns the referenced securities.

Representations of Stockholder.

The Stockholder represents and warrants to the Company that (a) the Stockholder has requisite organizational power and authority to enter

into, execute, and deliver this Agreement and to perform fully the Stockholder’s obligations hereunder (including the proxy described

in Section 3(b) below). And (b) this Agreement has been duly and validly executed and delivered by the Stockholder and, when signed

by the other party, constitutes the legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance

with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights.

Agreement to Vote Shares; Irrevocable Proxy.

(a)

Agreement to Vote and Approve. The Stockholder irrevocably and unconditionally agrees during the term of this Agreement, at any

annual or special meeting of the Company called with respect to matters the Board has recommended the stockholders of the Company vote

in favor of, including but not limited to, any matters as related to the Merger and the Merger Agreement (the “Requisite Stockholder

Approval”), and at every adjournment or postponement thereof, and on every action or approval by written consent or consents

of the Company stockholders with respect to such matter, to vote or cause the holder of record to vote the Shares in favor of providing

the Requisite Stockholder Approval.

(b)

Irrevocable Proxy. In the event and to the extent that the Stockholder fails to vote the Shares in accordance with Section

3(a) at any applicable meeting of the stockholders of the Company or pursuant to any applicable written consent of the stockholders

of the Company, the Stockholder shall be deemed to have irrevocably granted to, and appointed, the Company, and any individual designated

in writing by it, and each of them individually, as his, her or its proxy and attorney-in-fact (with full power of substitution), for

and in its name, place and stead, to vote his, her or its Shares in any action by written consent of Company stockholders or at any meeting

of the Company’s stockholders called with respect to any of the matters specified in, and in accordance and consistent with, Section

3(a) of this Agreement. The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described

in this Agreement and the Stockholder affirms that the proxy set forth in this Section 3(b) is given in connection with, and granted

in consideration of, and as an inducement to the parties to the Merger Agreement to enter into the Merger Agreement and that such proxy

is given to secure the obligations of the Stockholder under Section 3(a). Except as otherwise provided for herein, the Stockholder

hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked and that such irrevocable

proxy is executed and intended to be irrevocable. The irrevocable proxy and power of attorney granted herein shall survive the death

or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal

representatives, successors, transferees and assigns. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted

hereunder shall automatically terminate upon the termination of this Agreement, the Merger Agreement, or the occurrence of the End Date

(as defined in the Merger Agreement).

No Voting Trusts or Other Arrangement.

The Stockholder agrees that during the term of this Agreement the Stockholder will not, and will not permit any entity under the Stockholder’s

control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares, or subject any of the Shares to

any arrangement with respect to the voting of the Shares other than agreements entered into with the Company.

Transfer and Encumbrance. The Stockholder

agrees that for a period commencing upon the execution of the Purchase Agreement and ending at the Expiration Time, the Stockholder will

not, directly or indirectly transfer, sell, offer, exchange, assign, pledge, convey any legal or Beneficial Ownership interest in or

otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange

offer), or encumber (“Transfer”) any of the Shares or enter into any contract, option, or other agreement with respect

to, or consent to, a Transfer of, any of the Shares or the Stockholder’s voting or economic interest therein. Any attempted Transfer

of Shares or any interest therein in violation of this Section 5 shall be null and void. Notwithstanding the foregoing, neither

this Section 5 nor any other provision hereof shall prohibit, limit or restrict (a) indirect Transfers by means of transferring

any shares of capital stock of the Company or any other entity, other than the Shares, it being understood, for the avoidance of doubt,

that any transfers of equity interests of the Stockholder or the equity interests of the Stockholder’s direct or indirect equityholders

shall be expressly permitted by this Agreement without liability hereunder, nor the consent of, or notice to, any other person hereunder,

or (b) a Transfer or Transfers of the Shares by the Stockholder to (i) any member of the Stockholder’s immediate family, (ii) to

a trust for the benefit of the Stockholder or any member of the Stockholder’s immediate family, (iii) upon the death of the Stockholder

or (iv) to an “affiliate” (as defined in Rule 144) of the Stockholder.

Additional Shares. In the event of any

stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares, or the like

of the capital stock of the Company affecting the Shares, the terms of this Agreement shall apply to the resulting securities and such

resulting securities shall be deemed to be “Shares” for all purposes of this Agreement.

Termination. This Agreement shall terminate

upon the earliest to occur of (the “Expiration Time”): (a) the date on which the Purchase Agreement is terminated

in accordance with its terms; (b) the termination of this Agreement by mutual written consent of the Parties; (c) the date on which the

Requisite Stockholder Approval is obtained; and (d) the End Date (as defined in the Merger Agreement). Nothing in this Section 7

shall relieve or otherwise limit the liability of any Party for any intentional breach of this Agreement prior to such termination.

Further Assurances. The Stockholder agrees,

from time to time, and without additional consideration, to execute and deliver such additional proxies, documents, and other instruments

and to take all such further action as the Company may reasonably request to consummate and make effective the transactions contemplated

by this Agreement.

Stop Transfer Instructions. At all times

commencing with the execution and delivery of this Agreement and continuing until the Expiration Time, in furtherance of this Agreement,

the Stockholder hereby authorizes the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer

order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of the Shares), subject to

the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by the Company

following the Expiration Time.

10.

Specific Performance.

Each Party hereto acknowledges that it may be difficult to measure in money the damage to the other Party if a Party hereto fails to

comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such

failure, the other Party will not have an adequate remedy at law or damages. Accordingly, each Party hereto agrees that injunctive relief

or other equitable remedy, in addition to remedies at law or damages, may be the appropriate remedy for any such failure and will not

oppose the seeking of such relief on the basis that the other Party has an adequate remedy at law.

11.

Amendment; Assignment.

No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Stockholder. No Party

to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party

hereto. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties

and their respective permitted successors and assigns. Any assignment contrary to the provisions of this Section 11 shall be null

and void.

12.

No Third Party Beneficiaries.

This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for

the benefit of, nor may any provision hereof be enforced by, any other Person.

13.

Notices. Any notices, consents, waivers

or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to

have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided

that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive

an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient);

or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,

properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

to the Company:

Pulmatrix,

Inc.

945

Concord Street, Suite 1217

Framingham,

MA 01701

Attention:

Peter Ludlum

E-mail:

pludlum@Pulmatrix.com

With

a copy (for informational purposes only) to:

Haynes

and Boone, LLP

Rockefeller Plaza 26th Floor

New

York, NY 10112

Attention:

Rick Werner

Email:

rick.werner@haynesboone.com

to the Stockholder, to the address, email address, or facsimile number set forth for the Stockholder on the signature pages hereof.

14.

Miscellaneous. The provisions of Sections 5.6, 5.9, 5.10, 5.11 and 5.12 of the Purchase Agreement shall apply to this Agreement,

mutatis mutandis.

[Remainder

of Page Intentionally Left Blank]

WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.

PULMATRIX,

INC.

By:

Name:

Title:

RCM EOS PIPE HOLDINGS, LLC

By:

Rapha

Capital Management, LLC, its Manager

By:

Name:

Kevin

Slawin

Title:

President

Street

Address:

2710

Reed Road, Suite 160

Houston,

TX 77051

Attention:

Kevin Slawin

Email:

kslawin@raphacap.com

With

a copy to (which shall not constitute note):

Wilk

Auslander LLP

825

Eighth Avenue

Suite

2900

New

York, NY 10019

Attention:

Mark Clyman; Jonathan Bender

Email:

mclyman@wilkauslander.com;

jbender@wilkauslander.com

[Signature Page to Voting Agreement]

EX-99.1

Filename: ex99-1.htm · Sequence: 8

Exhibit

99.1

Pulmatrix

and Eos SENOLYTIX Announce Merger Agreement to Advance Novel Mitochondrial Therapies to Improve Healthspan

● Combined

company to operate as Eos SENOLYTIX, a first-in-class anti-aging biotechnology company

● $19

million financings to advance lead clinical candidate PTC-2105 for sarcopenia and age-related

disease

FRAMINGHAM,

MA and HOUSTON, TX — March 26, 2026 — Pulmatrix, Inc. (Nasdaq: PULM) (“Pulmatrix”) and Eos SENOLYTIX,

Inc. (“Eos”), a biotechnology company developing novel gerotherapeutic peptides targeting mitochondrial dysfunction in

aging-related diseases, today jointly announced a definitive merger agreement under which Pulmatrix will acquire Eos (the “Merger”).

Upon completion of the Merger, the combined company will operate as Eos SENOLYTIX, Inc. and is expected to trade on Nasdaq under the

ticker symbol “EOSX.”

connection with the Merger, Eos and Pulmatrix have entered into definitive agreements for concurrent private financings of $19 million

in aggregate gross proceeds (the “Financings”), including a $1 million investment in Pulmatrix from RCM Eos PIPE HOLDINGS

LLC, and a bridge component for Eos from RCM Eos Holdings, LLC, both managed by Rapha Capital Management, LLC. The net proceeds

are expected to support advancement of Eos’s proprietary MitoXcel™ platform, including its lead clinical candidate,

PTC-2105, for sarcopenia and sarcopenic obesity. The proposed Merger has been unanimously approved by the boards of directors of both

companies and is currently expected to close in mid-2026, subject to customary closing conditions, including approval by the stockholders

of each company and the effectiveness of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission.

Following the closing of the proposed Merger and payment of all placement and M&A advisory fees, the pre-Merger Pulmatrix stockholders

are expected to own approximately 6% of the combined company, while pre-Merger Eos stockholders, including investors participating in

the Financings and holders of shares issued in payment of placement agent and M&A advisory fees, are expected to own approximately

94%.

Eos

SENOLYTIX Background and Highlights

The

combined company will be positioned as a leader in the emerging field of gerotherapeutics — medicines that target the root biological

mechanisms of aging to improve healthspan. Strong scientific evidence shows that obesity is associated with aging, and in many cases

can accelerate biological aging. Therapies targeting obesity have expanded rapidly in recent years, with most focused on GLP-1 receptor

agonists, which are associated with both fat and lean mass loss, gastrointestinal side effects, and a rapid “rebound” weight

regain following discontinuation. Unlike GLP-1 receptor agonists that focus on weight reduction alone, Eos’s lead MitoXcel™

clinical candidate, PTC-2105, targets underlying aging-associated mitochondrial dysfunction that in preclinical studies leads

to dramatic improvements in body composition, including reductions in fat mass greater than seen with GLP-1s, increases in lean

mass, and improvements in physical function without reduced food intake or rebound weight gain following discontinuation in animals

approaching one year of treatment with a once-a-week SC injection either as monotherapy or in combination with GLP-1s. PTC-2105 brings

a unique, proprietary alternative to GLP-1s that may provide significant improvements in healthspan when administered either as monotherapy

or in combination with GLP-1s:

● First-in-class

AI-driven geropeptide platform targeting the biology of aging. Eos’s proprietary

MitoXcel™ platform leverages AI-driven mitochondrial peptide design to improve body

composition by increasing lean mass while reducing harmful abdominal/visceral fat, without

directly targeting muscle or fat regulatory pathways, supporting a shift in obesity treatment,

redefining healthy weight loss as the achievement of an optimal body composition rather than

simply an optimal BMI.

● Lead

clinical candidate targeting sarcopenia/sarcopenic obesity and aging-related disease. Eos’s

lead program, PTC-2105, is a mitochondrial-targeted geropeptide designed to both enhance

mitochondrial efficiency and selectively induce apoptotic self-elimination of senescent cells.

In preclinical studies, PTC-2105 has demonstrated improvements in body composition,

including increased lean muscle mass and reduced fat accumulation, along with enhanced physical

performance, supporting a differentiated profile beyond traditional weight-loss approaches.

● Sarcopenia

and sarcopenic obesity represent a large and growing unmet medical need. These conditions

are characterized by progressive loss of muscle mass and function in aging populations, often

accompanied by obesity, affecting tens of millions globally. They are associated with increased

frailty, morbidity, and healthcare burden, with no approved therapies currently available.

While GLP-1 receptor agonists reduce fat, approximately 25–40% of weight loss is lean

mass, underscoring the need for therapies that lead to a healthy weight loss that improves

overall body composition.

● Broad

gerotherapeutic potential across age-related diseases. By targeting mitochondrial dysfunction

and senescent cells, Eos’s MitoXcel™ platform has potential applicability across

multiple age-related diseases beyond sarcopenia, including metabolic, cognitive and neurodegenerative,

and mitochondrial disorders, among many others to improve healthspan.

● Well-capitalized

to advance clinical development. Merger-associated financings are anticipated to support

advancement of the combined company’s pipeline through key clinical milestones.

● Experienced

leadership and scientific team. Eos is led by Kevin Slawin, M.D., Founder and Chief Executive

Officer, a physician-scientist and serial biotechnology entrepreneur with decades of experience

in translational medicine, drug development and company formation. Dr. Slawin was the founder

of Bellicum Pharmaceuticals, Inc., an early pioneer in CAR T cell therapies, and has founded

and is currently leading multiple life sciences ventures focused on aging biology and mitochondrial

therapeutics. He is supported by a team of experienced biotechnology executives, scientists

and advisors with prior leadership roles at major pharmaceutical companies, academic medical

centers and emerging biotechnology firms.

“We

believe the focus in obesity will shift from percentage body weight loss to the composition of that weight loss, including effects on

visceral fat and lean mass, which are important predictors of overall health and long-term survival. In multiple well-controlled preclinical

studies, PTC-2105 reduced overall and visceral fat and increased lean mass in naturally aged mice, while also driving significant

improvements across multiple measures of physical function, all by targeting the underlying mitochondrial-mediated mechanism of aging

experienced by all living organisms.” said Dr. Kevin Slawin, Founder and Chief Executive Officer of Eos, who will lead the merged

entity as CEO. “This proposed Merger represents an important step forward in advancing our mission to develop therapies that target

the root causes of aging-related disease, positioning our MitoXcel™ gerotherapeutic platform to advance PTC-2105 and our

broader pipeline toward clinical development,” Slawin added.

Peter

B. Ludlum, Chief Executive Officer of Pulmatrix, said: “We believe this transaction provides Pulmatrix stockholders the opportunity

to participate in the future growth of a company developing a differentiated platform addressing diseases with significant unmet medical

need. Eos’s innovative approach to targeting mitochondrial dysfunction and senescent cells represents a compelling scientific and

strategic opportunity that builds on the recent approval of FORZINITYTM (elamipretide), the first FDA-approved mitochondrial-targeted

therapeutic.”

About

the Proposed Transaction

Under

the terms of the merger agreement, Pulmatrix will acquire Eos pursuant to the Merger. At closing, Eos stockholders will receive newly

issued shares of Pulmatrix common stock, with the exchange ratio to be determined based on the outstanding number of shares of the two

companies at closing. Immediately following closing, the combined company is expected to operate as Eos SENOLYTIX, Inc.

Palladium

Capital Group, LLC is acting as financial advisor and placement agent. Haynes and Boone, LLP is legal counsel to Pulmatrix. Evolution

Venture Partners LLC acted as strategic advisor to Eos. Wilk Auslander, LLP is legal counsel to Eos.

About

Eos SENOLYTIX

Eos

SENOLYTIX is a biotechnology company focused on developing first-in-class gerotherapeutic peptide medicines that target the underlying

biological mechanisms of aging. Eos’s lead clinical candidates, PTC-2105 and PTC-2107, both proprietary MitoXcel™

geropeptides, have demonstrated the ability to rejuvenate naturally aged mice via two separate mechanisms, both via a single, aging-specific

target, the mitochondrial membrane potential (MMP), also called the “Δψm”. These two mechanisms include (1) the

return of the efficiency of mitochondrial function in aging cells almost immediately back to their younger, more efficient phenotype,

and (2) the profound elimination of senescent cells throughout every organ in the body, including the brain, reducing their negative

systemic inflammatory effects. Extensive preclinical studies suggest the MitoXcel™ platform may be a broad gerotherapeutic that

improves body composition, increasing lean muscle mass, and enhancing physical function in aging animals. By targeting fundamental processes

driving aging and aging-related diseases, Eos SENOLYTIX is pursuing a unique therapeutic opportunity to intervene in the aging process

in ways that were once thought impossible. Eos SENOLYTIX is headquartered in Houston, Texas and operates within the broader SENOTHERAPEUTIX/GEROTHERAPEUTIX

group of longevity companies, which focuses on developing therapeutics targeting fundamental drivers of aging to improve healthspan and

lifespan. For more information, visit https://www.eossenolytix.com

About

Pulmatrix

is a biopharmaceutical company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat

migraine and respiratory diseases with important unmet medical needs using its patented iSPERSE™ technology. The Company’s

proprietary product pipeline includes treatments for central nervous system (“CNS”) disorders such as acute migraine and

serious lung diseases such as Chronic Obstructive Pulmonary Disease (“COPD”) and allergic bronchopulmonary aspergillosis

(“ABPA”). Pulmatrix’s product candidates are based on its proprietary engineered dry powder delivery platform, iSPERSE™,

which seeks to improve therapeutic delivery to the lungs by optimizing pharmacokinetics and reducing systemic side effects to improve

patient outcomes.

Forward-Looking

Statements

Certain

statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within

the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements of historical

fact and may be identified by words such as “anticipates,” “assumes,” “believes,” “can,”

“could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,”

“is confident that”, “may,” “plans,” “seeks,” “projects,” “targets,”

and “would,” and their opposites and similar expressions are intended to identify forward-looking statements. These forward-looking

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

conditions to the Financings and the use of proceeds thereof; the combined company’s listing on Nasdaq after closing of the proposed

Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the

combined company; each company’s and the combined company’s expected cash position at the closing of the proposed Merger

and cash runway of the combined company; Pulmatrix’s ability to divest its assets; the expected contribution and potential payment

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

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

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

timing for enrollment, data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates;

and other statements that are not historical fact. Such forward-looking statements are based on the beliefs of management as well as

assumptions made by and information currently available to management. Actual results could differ materially from those contemplated

by the forward-looking statements as a result of certain factors, including, but not limited to, the possible failure to satisfy the

conditions to the closing or consummation of the proposed Merger, including Pulmatrix’s failure to obtain stockholder approval

for the merger, risks associated with the uncertainty as to the timing of the consummation of the proposed Merger and the ability of

each of Pulmatrix and Eos to consummate the transactions contemplated by the proposed Merger, risks associated with Pulmatrix’s

continued listing on Nasdaq until closing of the proposed Merger, the failure or delay in obtaining required approvals from any governmental

or quasi-governmental entity necessary to consummate the proposed Merger; the occurrence of any event, change or other circumstance or

condition that could give rise to the termination of the proposed Merger prior to the closing or consummation of the proposed Merger,

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

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

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

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

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

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

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

to the merger agreement or the transactions contemplated thereby; the ability of the combined company to obtain, maintain and protect

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

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

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

early-stage clinical trials of its product candidates; the combined company’s ability to realize the anticipated benefits of its

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

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

authorities; changes to clinical trial designs and regulatory pathways; competitive responses to the merger and changes in expected or

existing competition; unexpected costs, charges or expenses resulting from the mergers; potential adverse reactions or changes to business

relationships resulting from the completion of the merger; and legislative, regulatory, political and economic developments. A discussion

of these and other factors, including risks and uncertainties with respect to Pulmatrix, is set forth in Pulmatrix’s filings with

the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, as may be supplemented or updated by Pulmatrix’s

Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as discussions of potential risks, uncertainties, and other important

factors included in other filings by Pulmatrix from time to time, any risk factors related to Pulmatrix or Eos made available to you

in connection with the proposed transaction, as well as risk factors associated with companies, such as Eos, that operate in the biopharma

industry. Should one or more of these risks or uncertainties materialize, or, should any of Pulmatrix’s or Eos’s assumptions

prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this

communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved

or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking

statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the

cautionary statements herein. Neither Pulmatrix nor Eos undertakes or accepts any duty to release publicly any updates or revisions to

any forward-looking statements. This communication does not purport to summarize all of the conditions, risks and other attributes of

an investment in Pulmatrix or Eos.

Offer or Solicitation

This

communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent

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

an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or

otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No

offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, or an exemption

therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer

will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such

jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone

and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER

THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL

OR COMPLETE.

Important

Additional Information about the Proposed Transaction Will be Filed with the SEC

This

communication is not a substitute for the registration statement or for any other document that Pulmatrix may file with the SEC in connection

with the proposed transaction. In connection with the proposed transaction between Pulmatrix and Eos, Pulmatrix intends to file relevant

materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Pulmatrix. PULMATRIX

URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT

MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY

BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PULMATRIX, EOS, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Pulmatrix

with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the

proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision

with respect to the proposed transaction. In addition, investors and stockholders should note that Pulmatrix communicates with investors

and the public using its website www.pulmatrix.com.

Participants

in the Solicitation

Pulmatrix,

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

in connection with the proposed transaction. Information about Pulmatrix’s directors and executive officers, including a description

of their interests in Pulmatrix, is included in Pulmatrix’s most recent Annual Report on Form 10-K for the year ended December

31, 2025, filed with the SEC on February 26, 2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, including any information

incorporated therein by reference, as filed with the SEC, and other documents that may be filed from time to time with the SEC. Additional

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

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

above.

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xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

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Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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