Form 8-K

8-K — 908 Devices Inc.

Accession: 0001104659-26-055912

Filed: 2026-05-06

Period: 2026-05-04

CIK: 0001555279

SIC: 3829 (MEASURING & CONTROLLING DEVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613572d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2613572d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2613572d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2613572d1_ex99-2.htm)

GRAPHIC (image_009.gif)

GRAPHIC (image_009.jpg)

GRAPHIC (tm2613572d1_ex2-1img001.jpg)

GRAPHIC (tm2613572d1_ex2-1img002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613572d1_8k.htm · Sequence: 1

false

0001555279

2026-05-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

908 Devices Inc.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

001-39815

45-4524096

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3rd Avenue, Burlington,

MA 01803

(Address of principal executive offices, including zip code)

(857)

254-1500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

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

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

Title of each

class

Trading

Symbol(s)

Name

of each exchange

on which registered

Common Stock, par value $0.001 per share

MASS

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth

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

(§240.12b-2 of this chapter).

Emerging growth company ¨

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

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

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

Item 1.01

Entry into a Material Definitive Agreement.

Share Purchase Agreement

On May 4, 2026

(the “Closing Date”), 908 Devices Inc. (the “Company”) completed its acquisition of NIRLAB SA, a corporation organized

under the laws of Switzerland (“NIRLAB”), and its wholly owned subsidiary, NIRLAB Forensics Sàrl, a limited liability

company organized under the laws of Switzerland (the “Subsidiary” and, together with NIRLAB, the “NIRLAB Group”),

pursuant to a Share Purchase Agreement (the “Purchase Agreement”) with Florentin Coppey, Pierre Esseiva, Matteo Delbrück,

Parkview Invest AG and Matthieu Girod (each a “Seller” and collectively, the “Sellers”) and NIRLAB. The NIRLAB

Group develops near-infrared (NIR) spectroscopy solutions for instant material identification. Under the Purchase Agreement, the Sellers

sold all 1,094,282 outstanding registered shares of NIRLAB (the "NIRLAB Shares"), constituting the entire issued share

capital of NIRLAB, to the Company.

The board of directors of the Company (i) determined

that the terms of the Purchase Agreement are fair to, advisable and in the best interests of the Company and its stockholders, and (ii) authorized

and approved the execution, delivery and performance of the Purchase Agreement and the consummation of transactions contemplated thereby.

Pursuant to the Purchase

Agreement, the Sellers agreed to sell and transfer to the Company, on the Closing Date (as defined below), all of the issued and outstanding

NIRLAB Shares in exchange for a preliminary consideration (the “Preliminary Consideration”) payable by the Company on the

Closing Date with a headline price of $15,000,000 (the “Transaction”), comprised of (x) $13,000,000 in cash (the “Cash

Consideration”) and (y) 293,368 shares of common stock of the Company, par value $0.001 per share (each such share,

a “Company Share”) (the “Stock Consideration”).

The Cash Consideration is subject to customary

adjustments. The Company withheld $1,300,000 of the Cash Consideration and 10% of the Stock Consideration (together, the “General

Holdback Amount”) to secure the Sellers’ post-closing obligations under the Purchase Agreement. Subject to any outstanding

claims, the General Holdback Amount shall be released to the Sellers twelve (12) months after the Closing Date.

The number of Company Shares issuable as Stock

Consideration was determined based on the higher of (x) the thirty (30)-day volume-weighted average price of the Company Shares on

Nasdaq immediately preceding the Closing Date and (y) a contractual floor price of USD 5.88 per share.

In addition to the Preliminary Consideration, the

Sellers may receive contingent earn-out consideration of up to $8,000,000 (the “Earn-Out Consideration”), payable solely in

Company Shares, based on the achievement of certain revenue-based milestones by December 31, 2027, as more fully described in the

Purchase Agreement.

In connection with the Transaction, all 36,750

options to purchase NIRLAB Shares outstanding as of the Closing Date were cancelled pursuant to option cancellation agreements entered

into between NIRLAB and the applicable option holders (the “Option Cancellation Agreements”), in exchange for a combination

of cash and Company Shares, where applicable (the “Option Share Payment”).

The Purchase Agreement and Option Cancellation

Agreements contain provisions pursuant to which each Seller or applicable option holder, respectively, agrees not to sell or transfer

any Company Shares received as a result of the Transaction for a 180-day lock-up period from the date of issuance of such Company Shares,

subject to customary exceptions.

The Purchase Agreement contains customary representations

and warranties by the Sellers relating to, among other things, the NIRLAB Group and their business, and customary representations and

warranties by the Company. The Purchase Agreement also contains customary indemnification provisions, pursuant to which the Sellers have

agreed to indemnify the Company for, among other things, breaches of representations and warranties and covenants, subject to certain

limitations, including time limitations and liability caps. In addition, the Purchase Agreement contains non-compete and non-solicitation

covenants pursuant to which each Seller has agreed, for a period of three (3) years following the Closing Date, not to compete with

the business of the NIRLAB Group or solicit employees, customers or suppliers of the NIRLAB Group, subject to certain exceptions.

-2-

The foregoing description

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

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

in its entirety. The Purchase Agreement and the foregoing description thereof have been included to provide investors and stockholders

with information regarding its terms and are not intended to provide any other factual information about the Company, the Sellers or the

NIRLAB Group. The assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by a confidential

disclosure letter delivered by the Sellers to the Company. Moreover, certain representations and warranties in the Purchase Agreement

were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material

to stockholders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement. Accordingly,

the representations and warranties in the Purchase Agreement should not be relied on as characterizations of the actual state of facts

and circumstances of the Company at the time they were made and should only be read in conjunction with the entirety of the factual disclosure

in public reports, statements and other documents filed with the U.S. Securities and Exchange Commission. Information concerning the subject

matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or

may not be fully reflected in the Company’s public disclosures.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this

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

Item 2.02 Results of Operations

and Financial Condition.

On May 6, 2026, the Company announced its

financial results for the first quarter and three months ended March 31, 2026. A copy of the press release is being furnished as

Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 2.02 and Exhibit 99.1

attached hereto is intended to be furnished and 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 shall be expressly set forth by specific reference in such filing.

Item 3.02

Unregistered Sale of Equity Securities.

The information in

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Pursuant to the terms of the Purchase

Agreement and as set forth in Item 1.01, the Company issued or may issue Company Shares as Option Share Payment, Stock Consideration

and Earn-Out Consideration (subject to the achievement of certain milestones set forth in the Purchase Agreement) (such Company Shares,

the “Transaction Shares”).

The Transaction Shares were or will be issued without

registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from registration

provided by Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.

Item 7.01

Regulation FD Disclosure.

On May 6,

2026, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is attached

as Exhibit 99.2 to this Current Report on Form 8-K. Additionally, on May 6, 2026, 908 Devices posted an investor presentation

regarding the acquisition of NIRLAB under the “Events & Presentations” section of its website. The information contained

on or that can be accessed through the 908 Devices website is not incorporated by reference herein or in any filing under the Securities

Act or the Exchange Act.

The information in this Item 7.01 and Exhibit 99.2

attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it

be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific

reference in such filing.

-3-

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

2.1*

Share Purchase Agreement, dated as of May 4, 2026, among 908 Devices Inc., Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG, Matthieu Girod and NIRLAB SA.

99.1

Press Release issued by 908 Devices Inc. on May 6, 2026.

99.2

Press Release issued by 908 Devices Inc. on May 6, 2026.

104

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

* Certain confidential portions (indicated by brackets and asterisks)

have been omitted from this exhibit. The Company agrees to furnish supplementally a copy of such omitted confidential portions to the

SEC upon request.

-4-

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 thereunto duly authorized.

908 DEVICES INC.

Date: May 6, 2026

By:

/s/ Mark S. Levine

Name: Mark S. Levine

Title: Chief Legal and Administrative Officer

-5-

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2613572d1_ex2-1.htm · Sequence: 2

Exhibit

2.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED

BY [***], HAS BEEN OMITTED BECAUSE 908 DEVICES INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY

CAUSE COMPETITIVE HARM TO 908 DEVICES INC. IF PUBLICLY DISCLOSED.

Share Purchase Agreement

dated as of May 4, 2026

by and among

Florentin Coppey

Somlaproz 23

1937 Orsieres

Switzerland

(FC)

and

Pierre Esseiva

Rapille-Dessus 5

1312 Eclépens

Switzerland

(PE)

and

Matteo Delbrück

Martastrasse 124

8003 Zürich

Switzerland

(MD)

and

Parkview Invest AG

Rheingasse 74

4058 Basel

Switzerland

(Parkview)

and

Matthieu Girod

Rue des Alpes 38

1700 Fribourg

Switzerland

(MG)

Confidential

(each

a Seller and collectively the Sellers)

and

(for purposes of Sections 2.2 and 3 only)

NIRLAB SA

Somlaproz 23

1937 Orsières

Switzerland

(the Company)

and

908 Devices Inc.

44 3rd Avenue

Burlington MA, 01803

United States of America

(the Buyer)

2/125

Table

of Contents

Whereas

Definitions and Interpretation

Sale and Purchase of the Shares; Option Treatment

2.1

Object of the Sale

2.2

Option Treatment

2.3

Preliminary Consideration Payable at the Closing

2.4

Determination of Adjustments and Adjustment Payments

2.4.1

Determination of Adjustments

2.4.2

Net Debt Adjustment

2.4.3

Net Working Capital Adjustment

2.4.4

Employee Contributions Adjustment

2.4.5

Transaction Payroll Taxes Adjustment

2.4.6

Payment of the Adjustments

2.5

Employee Contributions; Transaction Payroll Taxes

2.6

Earn-out

2.6.1

Earn-out Consideration

2.6.2

Earn-out Statements; Determination and Dispute Resolution

2.6.3

Earn-out Component 1: 12-Month Recurring Revenue

2.6.4

Earn-out Component 2: [***]

2.6.5

General Earn-out Provisions

2.7

Holdback

Allocation Statement

Closing

4.1

Date and Place

4.2

Closing Actions

4.2.1

Actions by the Sellers

4.2.2

Actions by the Buyer

4.2.3

Concurrent Closing Actions

Other Covenants

5.1

Press Releases and Other Public Announcements

5.2

Release

5.3

[***]

5.4

Confidentiality

5.5

Lock-up on Stock Consideration and Earn-out Consideration; Restrictive Legends

5.6

"Accredited Investor" / "Non-U.S. Person" representations

Taxes, Costs, Expenses and Interest

6.1

Taxes

6.1.1

Taxes in General

3/125

6.1.2

Transfer Taxes

6.1.3

Tax Refunds and Tax Credits

6.1.4

Tax Returns

6.2

Costs and Expenses

6.3

Interest

6.4

Currencies

Representations

7.1

Representations of the Sellers

7.2

Representations of the Buyer

7.3

Exclusive Representations

Indemnification by the Sellers

8.1

Taxes

8.2

General Indemnification

Indemnification Procedure

9.1

Notification / Third Party Claims

9.2

Set-off

9.3

Time Limitations

9.3.1

Statute of Limitations (Verjährung) of Claims for Indemnification under Section 8.2

9.3.2

Term of Other Claims for Indemnification

9.3.3

Waiver of Statute of Limitations under Article 210 CO

9.4

Limitations on Indemnification Obligations

10.

General Provisions

10.1

Effect on Third Parties

10.2

Notices

10.3

Entire Agreement

10.4

Amendments and Waivers

10.5

No Assignment

10.6

Severability

10.7

Representative of the Sellers

10.8

Relationship between the Sellers and the Buyer

10.9

Counterparts; Delivery by Electronic Transmission

11.

Governing Law and Dispute Resolution

11.1

Governing Law

11.2

Dispute Resolution

Annex A – Individual Holdings of the Sellers

Annex B – Individual Holdings of the Option Holders

Annex 1 – Definitions

Annex 2.2 – Financial Statements

4/125

Annex 2.3(a)(ii) – Establishment of the Estimated Net Debt and the Estimated Net Working Capital

Annex 2.4.1 – Determination of Adjustments

Annex 2.6.5(b)(i)(i) – Quote to [***]

Annex 2.6.5(b)(i)(ii) – Key Terms for Quote to [***]

Annex 3 – Allocation Statement

Annex 4.2.1 – Closing Actions by the Sellers

Annex 4.2.1(a)(i) – Copy of Powers of Attorney

Annex 4.2.1(a)(ii) – Assignment Declarations

Annex 4.2.1(a)(ii) – Evidence of Ownership

Annex 4.2.1(a)(ii) – Forms W-8BEN or W-8BEN-E

Annex 4.2.1(b)(i) – Option Cancellation Agreements

Annex 4.2.1(b)(iii) – Corporate Actions for Transfer of Shares

Annex 4.2.1(b)(iv) – Company's Share Register

Annex 4.2.1(b)(v) – Resignation Letters

Annex 4.2.1(b)(vi) – Minutes of Shareholders' Meetings for Governance

Annex 4.2.1(b)(vii) – Evidence of Termination of Related Party Agreements (except for the

Surviving Related Party Agreements)

Annex 4.2.1(b)(viii) – Written Copy of Payment Instruction

Annex 4.2.2 – Closing Actions by the Buyer

Annex 4.2.2(a) – Copy of Powers of Attorney

Annex 4.2.2(b) – Evidence of Flow of Funds

Annex 4.2.2(c) – Evidence of Issuance of Stock Consideration

Annex 4.2.2(e) – UBO Notifications

Annex 5.6 – Suitability Documentation

Annex 7.1(a)(i) – Fundamental Representations

Annex 7.1(a)(ii) – Business Representations

Annex 7.1(A) – Disclosure Letter

120

Annex 7.1(a)(i).2(b) – Organizational Documents of each of the Target Companies

121

Annex 7.1(a)(ii).2(l) – Tax Rulings of Target Companies

122

Annex 7.1(a)(ii).5(b) – Surviving Related Agreements

123

Annex 7.1(a)(ii).11 – Material Contracts

124

Annex 7.2 – Representations of the Buyer

125

5/125

Whereas

A. The

Sellers are the legal and beneficial owners of all 1,094,282 registered shares with a nominal

value of CHF 0.10 each (the Shares, and each a Share) in the Company,

a corporation organized and existing under the laws of Switzerland, registered under identification

number CHE-294.335.957, with its registered office at Somlaproz 23, 1937 Orsières,

as further set forth in Annex A.

B. The

Option Holders are the legal and beneficial owners of a total of 36,750 Options, whereby

each Option entitles its holder to purchase one Share at an exercise price ranging from of

CHF 1.00 to CHF 17.55 per Option, as further set forth in Annex B.

C. The

Company is the direct legal and beneficial owner of all 200 quotas (Stammanteile)

with nominal value of CHF 100 each (the Subsidiary Shares) in NIRLAB Forensics

Sàrl (the Subsidiary and, together with the Company, the Target or the

Target Companies).

D. Each

Seller hereby sells and transfers to the Buyer such number of Shares as set forth opposite

his or its name in Annex A, and the Buyer hereby buys and accepts all such Shares

from each Seller, in each case on the terms set forth in this Agreement.

E. The

Company has determined that, in accordance with the applicable option plan rules, in lieu

of physically settling the Options upon exercise, all outstanding Options shall be cancelled

against a cash payment and, with regard to certain (but not all) Option Holders, delivery

of a certain number of Buyer Shares (as defined below) (net of the aggregate applicable exercise

price for the relevant Options (which shall be deducted first from the cash portion), any

applicable employee portion of any social security contributions and any payroll taxes) to

be made to the Option Holders (collectively the Option Settlement Payments),

and, for these purposes, the Company and each Option Holder have entered into an option

cancellation agreement (the Option Cancellation Agreement).

Now,

therefore, the Sellers and the Buyer (each a Party, and collectively the Parties) agree as follows:

1. Definitions

and Interpretation

Capitalized

terms used in this Agreement have the meanings assigned to such terms (a) in the body of this Agreement and referenced in Section 1

(Terms Defined in the Body of the Agreement) of Annex 1 to this Agreement, and (b) Section 2 (Other Definitions)

of Annex 1. For purposes of this Agreement, the interpretational rules set forth in Section 3 (Interpretation)

of Annex 1 shall apply.

2. Sale

and Purchase of the Shares; Option Treatment

2.1 Object

of the Sale

(a) On

the terms of this Agreement:

(i) each

Seller agrees to sell and transfer, and hereby sells and transfers, to the Buyer, and the

Buyer agrees to purchase and accept, and hereby purchases and accepts, from each of the Sellers,

full legal and beneficial ownership of the Shares, free and clear of any Liens, as set forth

next to such Seller's name on Annex A, with all rights attached or accruing to

such Shares as of the Closing Date;

6/125

(ii) each

Seller hereby unconditionally and irrevocably waives all rights of pre-emption, redemption,

first offer, first refusal, transfer, tag along and drag along and any other rights or restrictions

as holder of Shares or Options conferred by the articles of association of the Company or

in any other way (including shareholder and similar agreements by and among each of the Sellers

and the Company), except for any rights expressly set out in this Agreement, and each Seller

agrees to terminate, and hereby terminates, the Shareholders' Agreement, including any provisions

that shall survive its termination according to the terms of the Shareholders' Agreement.

(b) Notwithstanding

anything to the contrary in this Agreement, the Buyer shall have no obligation whatsoever

to purchase any Shares or make any payment in respect of Options, and/or pay the consideration

and/or the earn-out pursuant to Sections 2.3 and 2.6, if not all Shares are hereby transferred

to the Buyer and all Options are hereby cancelled in accordance with the terms hereof.

2.2 Option

Treatment

(a) Prior

to the date hereof, the Company and the board of directors of the Company have adopted such

resolutions and taken such other actions as are necessary, including without limitation providing

any required notices and obtaining any required consents (if any), to effectuate the provisions

of this Section 2.2(b). In addition, prior to the date hereof, the Company has adopted

such resolutions and taken such other actions as are necessary to terminate all Company option

plans, subject to and effective as of the Closing Date. All Options shall no longer have

any force and effect on or after the Closing Date.

(b) On

the date hereof, without any action on the part of the Option Holders and subject to the

Option Holders' execution of an Option Cancellation Agreement, all Options held by the Option

Holders are cancelled in their entirety upon Closing, and the Buyer hereby agrees to make

a cash payment to the Company to fund (i) the cash portion of the respective Option

Settlement Payment to each Option Holder and (ii) the applicable employee portion of

any social security contributions and any payroll taxes due on the gross Option Settlement

Payment (the Option Settlement Taxes) with respect to the Preliminary Consideration

to the Tax Authorities. The portion of the Option Settlement Payment to be delivered in Buyer

Shares with respect to the Preliminary Consideration shall be issued by the Buyer directly

to the respective Option Holder in accordance with the Option Cancellation Agreement.

following the Closing, the relevant Target Company shall make the Option Settlement Payments

with respect to the Preliminary Consideration to the Option Holders and pay the Option Settlement

Taxes with respect to the Preliminary Consideration through its payroll processing system

and in accordance with standard payroll practices.

2.3 Preliminary

Consideration Payable at the Closing

(a) The

consideration for the Shares, payable by the Buyer at the Closing in accordance with Section 4.2.2

(the Preliminary Consideration) shall be an amount equal to:

(i) USD 15,000,000

(US Dollars fifteen million) (the Headline Price) comprised of (y) USD 13,000,000

(US Dollars thirteen million) in cash (the Cash Consideration) and (z) USD 2,000,000

(US Dollars two million) in shares of common stock of the Buyer (the Buyer Shares)

(the Stock Consideration) issuable at the Closing in accordance with Section 4.2.2,

7/125

(ii) (1) minus

the amount of any excess, if the Estimated Net Debt (established in accordance with Annex 2.3(a)(ii))

exceeds the Net Debt Threshold, or (2) plus the amount of any shortfall, if the

Estimated Net Debt (established in accordance with Annex 2.3(a)(ii)) is less

than the Net Debt Threshold,

(iii) (1) plus

the amount of any excess, if the Estimated Net Working Capital (established in accordance

with Annex 2.3(a)(ii)) exceeds the Net Working Capital Target Amount, or (2) minus

the amount of any shortfall, if the Estimated Net Working Capital (established in accordance

with Annex 2.3(a)(ii)) is less than the Net Working Capital Target Amount,

(iv) minus

the Option Settlement Payments with respect to the Preliminary Consideration,

(v) minus

the Option Settlement Taxes with respect to the Preliminary Consideration,

(vi) minus

the Notified Transaction Payroll Taxes with respect to the Preliminary Consideration,

(vii) minus

the Notified Employee Contributions with respect to the Preliminary Consideration,

(viii) minus

the General Holdback Amount,

(ix) minus

the Transaction Expenses.

(b) The

Preliminary Consideration shall be adjusted in accordance with Section 2.4, it being

understood that any adjustments pursuant to Section 2.4 shall be made to the Cash Consideration

only (and not to the Stock Consideration).

allocation of the amounts set forth in Section 2.3(a), and any amounts that may otherwise

become payable or issuable at Closing to the Sellers, the Option Holders or the Company shall

be made in accordance with the Allocation Statement.

(d) Subject

to Section 2.5, the number of Buyer Shares to be issued to the relevant Seller in respect

of the Stock Consideration shall be determined by dividing the portion of the Stock Consideration

(in USD) to be delivered to the relevant Seller by the higher of (i) the volume-weighted

average price (VWAP) of the Buyer Shares on Nasdaq for the thirty (30) full trading days

immediately preceding (but excluding) the Closing Date and (ii) USD 5.88 (such

higher amount, the Applicable Share Price), rounded down to the next full number of

Buyer Shares (with no cash consideration being due for any fraction).

8/125

(e) All

Buyer Shares issued as Stock Consideration shall be issued pursuant to applicable exemptions

from registration pursuant to applicable U.S. Securities Laws and shall bear customary restrictive

legends and be subject to the lock-up set forth in Section 5.5.

2.4 Determination

of Adjustments and Adjustment Payments

2.4.1 Determination

of Adjustments

The

Final Net Debt, the Final Net Working Capital, the Final Employee Contributions and the Final Transaction Payroll Taxes shall be determined

by establishing the Final Closing Accounts and the Final Adjustment in accordance with Annex 2.4.1. The Preliminary Consideration,

as adjusted in accordance with this Section 2.4, together with any Earn-out Consideration payable pursuant to Section 2.6,

shall be referred to hereinafter as the Purchase Price.

2.4.2 Net

Debt Adjustment

(a) If

the Final Net Debt is greater than the Estimated Net Debt, the Cash Consideration shall be

reduced by the amount of such excess, and the Sellers shall, subject to and in accordance

with Section 2.4.6 and subject to Section 2.7 pay that amount to the Buyer.

(b) If

the Final Net Debt is less than the Estimated Net Debt, the Cash Consideration shall be increased

by the amount of such shortfall, and the Buyer shall, subject to and in accordance with Section 2.4.6,

pay that amount to the Sellers.

2.4.3 Net

Working Capital Adjustment

(a) If

the Final Net Working Capital is greater than the Estimated Net Working Capital, the Cash

Consideration shall be increased by the amount of such excess, and the Buyer shall, subject

to and in accordance with Section 2.4.6, pay that amount to the Sellers.

(b) If

the Final Net Working Capital is less than the Estimated Net Working Capital, the Cash Consideration

shall be reduced by the amount of such shortfall, and the Sellers shall, subject to and in

accordance with Section 2.4.6 and subject to Section 2.7, pay that amount to the

Buyer.

2.4.4 Employee

Contributions Adjustment

(a) If

the Final Employee Contributions are greater than the Notified Employee Contributions, the

Cash Consideration shall be reduced by the amount of such excess, and the relevant Seller

shall, subject to and in accordance with Section 2.4.6 and subject to Section 2.7,

pay that amount to the Buyer.

(b) If

the Final Employee Contributions are less than the Notified Employee Contributions, the Cash

Consideration shall be increased by the amount of such shortfall, and the Buyer shall, subject

to and in accordance with Section 2.4.6, pay that amount to the relevant Seller.

9/125

2.4.5 Transaction

Payroll Taxes Adjustment

(a) If

the Final Transaction Payroll Taxes are greater than the Notified Transaction Payroll Taxes,

the Cash Consideration shall be reduced by the amount of such excess, and the Sellers shall,

subject to and in accordance with Section 2.4.6 and subject to Section 2.7, pay

that amount to the Buyer.

(b) If

the Final Transaction Payroll Taxes are less than the Notified Transaction Payroll Taxes,

the Cash Consideration shall be increased by the amount of such shortfall, and the Buyer

shall, subject to and in accordance with Section 2.4.6, pay that amount to the Sellers.

2.4.6 Payment

of the Adjustments

(a) All

amounts required to be paid by the Parties pursuant to Sections 2.4.2 through 2.4.5

shall be aggregated or offset against each other, as applicable.

(b) The

balance determined pursuant to Section 2.4.6(a), plus the interest accrued thereon from

and including the Closing Date to and excluding the date on which such balance and interest

is paid pursuant to this Section 2.4.6(b), calculated in accordance with Section 6.3(a),

shall be paid (subject to Section 2.5) by or on behalf of the relevant Party by wire

transfer of immediately available funds in USD to the bank account designated in writing

by the Party entitled to receive such payment within ten (10) Business Days after

the earlier of (i) the Proposed Adjustment becoming final and binding on the Parties

pursuant to clause 1(b) of Annex 2.4.1 and (ii) the delivery by the Appraiser

(as defined in Annex 2.4.1) of his or her determination of the Final Adjustment to the

Parties pursuant to clause 1(d) of Annex 2.4.1.

2.5 Employee

Contributions; Transaction Payroll Taxes

(a) To

the extent that any amounts payable under this Agreement to any of the Sellers who are or

were employees or directors of any Target Company (the Employee Shareholders) will

be qualified as taxable salary (the Taxable Salary), the Buyer shall:

(i) on

behalf of these Employee Shareholders deduct from any amounts payable under this Agreement

any Taxes to be borne by the Employee Shareholders in respect of the Taxable Salary, in each

case where such Taxes are to be paid and/or withheld by a Target Company (the Employee

Contributions) under applicable Tax law (and each of the Sellers who is an Employee Shareholder

agrees to any such deduction); and

(ii) pay

(and each of the Sellers who is an Employee Shareholder directs the Buyer to pay) to the

relevant Target Company the Employee Contributions and the Transaction Payroll Taxes in accordance

with this Agreement.

10/125

(b) Prior

to the date hereof, the Sellers have notified the Buyer of the details of the amounts of

the Employee Contributions with respect to the Preliminary Consideration (if any) for each

Employee Shareholder (the Notified Employee Contribution Amounts) and the Transaction

Payroll Taxes with respect to the Preliminary Consideration (the Notified Transaction

Payroll Taxes).

relevant Target Company will be responsible for the payment of the Employee Contributions

and Transaction Payroll Taxes to the competent Tax Authority, including but not limited to

the amounts notified in accordance with Section 2.5(b).

(d) For

the calculation of the Employee Contribution amounts and the Transaction Payroll Taxes with

respect to the Shares held by the Employee Shareholders, the Parties agree that the calculations

shall take into account the Shares held by PE, MD and MG and that such Taxes shall be determined

in accordance with the Swiss Federal Tax Administration Circular 37 of October 30, 2020.

The formula value per Share for purposes of such calculation shall be determined pursuant

to the practitioner's method in accordance with the Swiss Tax Conference Circular 28 of August 28,

2008.

(e) If

a Tax Ruling confirmation is received at any time prior to November 30, 2026, the Buyer

shall instruct the relevant Target Company to recompute the Taxes with respect to the Shares

held by PE and/or MD, as applicable, in accordance with such Tax Ruling, and, to the extent

the Employee Contribution amounts and the Transaction Payroll Taxes previously calculated

and withheld in accordance with Section 2.5(d) exceed the Taxes actually due to

the competent Tax Authority, to (i) remit the Taxes actually due to the competent Tax

Authority and (ii) promptly pay the excess amount so withheld to PE and/or the Sellers,

as applicable. If no Tax Ruling reasonably satisfactory to the Buyer is received prior to

November 30, 2026, the Buyer shall instruct the relevant Target Company to pay the Employee

Contribution amounts and the Transaction Payroll Taxes calculated and withheld in accordance

with Section 2.5(d) with respect to the shares held by PE and/or MD, as applicable,

to the competent Tax Authority, with no further right of adjustment of any Seller.

(f) For

the avoidance of doubt, the provisions of Sections 2.5(d) and 2.5(e) shall

apply to any amounts payable under this Agreement to any of the Employee Shareholders.

2.6 Earn-out

2.6.1 Earn-out

Consideration

addition to the Preliminary Consideration, as adjusted pursuant to Section 2.4, the Sellers shall be eligible to receive contingent

consideration in an aggregate amount of up to USD 8,000,000 (US Dollars eight million) (the Earn-out Consideration), subject

to the achievement of the milestones and the terms, conditions and calculations set forth in this Section 2.6, including without

limitation Section 2.6.5(e). The Earn-out Consideration shall be payable solely in Buyer Shares and no portion of the Earn-out Consideration

shall be payable in cash.

11/125

2.6.2 Earn-out

Statements; Determination and Dispute Resolution

(a) For

each earn-out component described in this Section 2.6, the Buyer shall prepare a statement

setting forth in reasonable detail the calculation of the applicable Proposed Earn-out Amount

and the underlying metrics (each, a Proposed Earn-out Statement) and deliver such

Proposed Earn-out Statement to the Sellers' Representative within the time period set forth

in Section 2.6.3 or Section 2.6.4, as applicable.

(b) Each

Proposed Earn-out Statement and the related Proposed Earn-out Amount shall become final and

binding on the Parties on the twentieth (20th) Business Day after delivery thereof to the

Sellers' Representative, unless the Sellers's Representative gives notice of its objection

to the Proposed Earn-out Statement and the Proposed Earn-out Amount (an Earn-out Notice

of Objection) to the Buyer prior to such date. Any Earn-out Notice of Objection shall

specify in reasonable detail the Sellers' Representative's objections and the reasons therefor.

If the Sellers' Representative timely delivers an Earn-out Notice of Objection to the Buyer,

(i) the dispute resolution mechanisms set forth in Annex 2.4.1 shall apply mutatis

mutandis as though references to the Proposed Closing Accounts, the Proposed Adjustment,

the Final Closing Accounts and the Final Adjustment were to the Proposed Earn-out Statement,

the Proposed Earn-out Amount, the Final Earn-out Statement and the Final Earn-out Amount,

respectively, and (ii) the Proposed Earn-out Statement and the Proposed Earn-out Amount

shall become final and binding on the Parties on the earliest of (A) the Proposed Earn-out

Statement and the Proposed Earn-out Amount becoming final and binding pursuant to clause 1(b) of

Annex 2.4.1 (applying mutatis mutandis), or (B) the delivery of a final

arbitration award pursuant to clause 1(k) of Annex 2.4.1 (applying mutatis

mutandis).

2.6.3 Earn-out

Component 1: 12-Month Recurring Revenue

(a) The

first component of the Earn-out Consideration shall be measured over the 2027 calendar year

(the Earn-out 1 Period) and shall be based on Recurring Revenue recognized by the

Company during the Earn-out 1 Period.

(b) An

amount of up to USD 3,000,000 (US Dollars three million) shall be payable on a dollar-for-dollar

basis for Recurring Revenue recognized during the Earn-out 1 Period; provided that, for the

avoidance of doubt, the maximum amount payable under this Section 2.6.3 shall not exceed

USD 3,000,000 (US Dollars three million).

forty-five (45) Business Days after the end of the Earn-out 1 Period, the Buyer shall deliver

to the Sellers' Representative the Proposed Earn-out Statement for this component pursuant

to Section 2.6.2, and, upon the Final Earn-out Amount becoming final and binding, the

Buyer shall issue the corresponding number of Buyer Shares constituting the Earn-out Consideration

for this component within thirty (30) Business Days thereafter.

12/125

(d) Subject to Section 2.6.5(e), for purposes of calculating the number of Buyer Shares to be issued

to the relevant Seller in respect of any Final Earn-out Amount under this Section 2.6.3, the relevant price per Buyer Share shall

be determined as follows:

(i) If the volume-weighted average price (VWAP) of the Buyer Shares on Nasdaq for the thirty (30) full trading

days immediately preceding (but excluding) the relevant issuance date of Buyer Shares under this Section 2.6.3 is less than or equal

to one-hundred-fifty percent (150%) of the Applicable Share Price, then the relevant price per Buyer Share shall be the Applicable Share

Price; and

(ii) if the volume-weighted average price (VWAP) of the Buyer Shares on Nasdaq for the thirty (30) full trading

days immediately preceding (but excluding) the relevant issuance date of Buyer Shares under this Section 2.6.3 is greater than one-hundred-fifty

percent (150%) of the Applicable Share Price, then the relevant price per Buyer Share shall be two-third (2/3) of such VWAP,

it being agreed that the number of Buyer

Shares to be issued shall always be rounded down to the next full number of Buyer Shares (with no cash consideration being due for any

fraction).

See table below for illustration purposes

only, assuming an Applicable Share Price of USD 6.00 and assuming the earn-out paid to the Sellers under this Section 2.6.3

amounts to USD 3,000,000:

VWAP of Buyer

Shares on Nasdaq

for 30 full trading

days immediately

preceding issuance date

(in USD)

VWAP used for the

calculation of the

number of Buyer

Shares to be issued

(in USD)

Number of Buyer

Shares to be issued

Value delivered

500,000

3,000,000

7.5

500,000

3,750,000

500,000

4,500,000

6.666666667

450,000

4,500,000

7.333333333

409,090

4,499,990

375,000

4,500,000

300,000

4,500,000

2.6.4 Earn-out Component 2: [***]

(a) The second component of the Earn-out Consideration shall be payable if, on or before December 31,

2027, any Target Company enters into one or more agreements with (i) [***], and/or (ii) [***] (or any other reseller / distributor)

(each a Government Counterparty), each having a term of at least five (5) years, that (1) are fully prepaid or (2) if

not fully prepaid, constitute a binding purchase commitment similar to a fully prepaid agreed but are paid on an annual basis, as reasonably

and in good faith assessed by the Buyer (each, a Qualifying Agreement). For each Qualifying Agreement, the earn-out base shall

be the positive difference between (i) the total Recurring Revenue under such agreement over its full contractual term and (ii) the

aggregate amount by which the acquisition cost of the devices from the Target Companies' supplier exceeds the resale price of such devices

to the relevant Government Counterparty, if any, incurred in connection with such Qualifying Agreement (the Agreement Base Recurring

Revenue). For the avoidance of doubt, any and all Recurring Revenue under a Qualifying Agreement shall be applied exclusively to the

calculation of the Component 2 Earn-out Amount (as defined below) and shall not be (double-)counted towards the earn-out under Section 2.6.3,

even if paid during the Earn-out 1 Period, subject to the following exception: if the Target Companies enter into Qualifying Agreements

with both Government Counterparties, then any excess Agreement Based Recurring Revenue generated under (and only) the second (in terms

of the date of execution) Qualifying Agreement may be counted towards the earn-out under Section 2.6.3, subject to the terms and

conditions of Section 2.6.3. For the purpose of the preceding sentence, the excess Agreement Based Recurring Revenue shall mean the

Agreement Based Recurring Revenue under the second Qualifying Agreement which has not been taken into account in the calculation of the

Component 2 Earn-Out under this Section 2.6.4 because the maximum Component 2 Earn-out Amounts of USD 5,000,000 has been reached.

13/125

(b) For each Qualifying Agreement, the earn-out amount shall be calculated as follows (each, a Component

2 Earn-out Amount):

(i) 5-year term: (Agreement Base Recurring Revenue ÷ 5) × 3;

(ii) 6-year term: (Agreement Base Recurring Revenue ÷ 6) × 3.5;

(iii) 7-year term: (Agreement Base Recurring Revenue ÷ 7) × 4;

(iv) 8-year term: (Agreement Base Recurring Revenue ÷ 8) × 4.5;

(v) 9-year term: (Agreement Base Recurring Revenue ÷ 9) × 5;

(vi) 10-year term: (Agreement Base Recurring Revenue ÷ 10) × 6,

provided, however, that (i) the

total Component 2 Earn-out Amounts across all Qualifying Agreements pursuant to this Section 2.6.4(b) shall not exceed USD 5,000,000

in the aggregate, and (ii) each Qualifying Agreement shall be considered individually for purposes of meeting any of the relevant

Earn-out Consideration milestones.

of prepayments under Qualifying Agreements, resulting in the entitlement to the maximum Component 2 Earn-out Amount of USD 5,000,000

calculated pursuant to Section 2.6.4(b), and (ii) December 31, 2027, the Buyer shall deliver to the Sellers' Representative

the Proposed Earn-out Statement for this component pursuant to Section 2.6.2, and, upon the Final Earn-out Amount becoming final

and binding, the Buyer shall issue the corresponding number of Buyer Shares constituting the Earn-out Consideration for this component

within thirty (30) Business Days thereafter; provided, however, that any Earn-out Consideration issued in respect thereof shall be subject

to the claw-back set forth in Section 2.6.4(e).

14/125

(d) The number of Buyer Shares to be issued in respect of any Final Earn-out Amount under this Section 2.6.4

shall be determined pursuant to Section 2.6.3(d).

(e) If a Target Company is obliged to refund, credit or otherwise return any portion of a prepayment under

a Qualifying Agreement or a Government Authority does not fully comply with its purchase commitments and/or payment obligations under

a Qualifying Agreement that was not or only partially pre-paid or terminates such binding agreement, in either case in respect of which

Earn-out Consideration was issued, then any previously issued Earn-out Consideration in excess of the recalculated amount shall be clawed-back

by way of return of Buyer Shares by the Sellers (or, if return is not practicable, cash payment equal to the higher of (i) the fair

market value of such excess Buyer Shares as of the issuance date and (ii), in case of divestment and/or transfer of these excess Buyer

Shares by the relevant Seller, the fair market value thereof as at the time of divestment and/or transfer).

(f) The Buyer shall keep the Sellers' Representative reasonably informed, on a timely basis, of all material

developments relating to any Qualifying Agreement or Additional Agreement, including by (i) providing copies of any drafts or material

correspondence exchanged with the relevant Government Counterparty, (ii) giving the Sellers a reasonable opportunity to comment on

material drafts (provided that such comments shall be non-binding), and (iii) promptly notifying the Sellers once a Qualifying Agreement

or Additional Agreement is entered into.

2.6.5 General Earn-out Provisions

(a) All earn-out metrics, including Recurring Revenue and Agreement Base Recurring Revenue, shall be calculated

in accordance with U.S. GAAP, and consistent with previous accounting policies, provided any such practices do not conflict with U.S.

GAAP. There shall be no duplication between components; amounts counted toward one component shall not be counted toward the other.

(b) The Earn-out Consideration shall be the Sellers' sole right to contingent

consideration. Except as expressly set forth otherwise in this Section 2.6.5(b), nothing in this Agreement shall be construed

to require the Buyer or any Target Company to operate the business in any particular manner, provided, however, that the Buyer must procure

that during the Earn-Out Period, except with the prior written consent of the Sellers' Representative (which consent shall not be unreasonably

withheld or delayed), neither the Buyer nor any Target Company shall:

(i) until December 31, 2027, increase the fees or materially change the

terms set forth in (i) the quote number [***] dated July 30, 2025 submitted by the Subsidiary to [***] for [***] attached hereto

as Annex 2.6.5(b)(i)(i), and/or (ii) Annex 2.6.5(b)(i)(ii) on which basis the Company

or the Subsidiary intends to draft and submit a quote to [***] (or any other reseller / distributor) for [***]. Notwithstanding the foregoing,

such fees or terms may be adjusted upon the occurrence of any of the following:

(A) a Force Majeure Event;

15/125

(B) cumulative inflation in Germany exceeding ten per cent (10%) from the baseline date of July 30, 2025,

as measured by the official German consumer price index (Verbraucherpreisindex);

as measured by the official French consumer price index (Indice des prix à la consommation); or

(D) a significant and sustained disruption in the supply chain for key raw materials or components resulting

in an increase of more than ten per cent (10%) in the direct costs of manufacturing or distribution as compared to such costs as at July 30,

2025 (for the relationship with [***]) or the Closing Date (for the relationship with [***])), as applicable; provided that the

Buyer provides reasonable evidence of such cost increase and its direct link to the supply chain disruption;

(E) a change to the quote's terms and conditions requested by the respective Government Counterparty (including,

but not limited to, a reduction in the number of devices and/or services requested / ordered or a reduction in the contract

term);

(F) a change in the technical specifications and/or scope of the requested / ordered products and/or

services which were not contemplated in the quote, whether requested by the respective Government Counterparty or required by newly discovered

circumstances;

(G) a change in any applicable law, regulation, or binding administrative or judicial order or interpretation

after the date hereof that materially increases the cost of performance for the Company or the Subsidiary, as applicable; or

(H) the imposition of any new or increased taxes, duties, tariffs, or other governmental levies on the goods

or services provided, other than taxes on income; and

(ii) take any action in bad faith with the primary purpose of avoiding or reducing the earn-out.

registration and shall bear customary restrictive legends and be subject to the lock-up set forth in Section 5.5.

(d) If the Buyer has given a notice or notices of claims or a Notice of Breach to the Sellers' Representative,

then the Buyer shall be entitled to withhold the delivery of Earn-out Consideration otherwise due, up to the amount(s) notified in

such notice(s), until any claims of the Buyer against any of the Sellers notified in the notice(s) have been finally and bindingly

settled among the Parties or adjudicated in a final and binding arbitral award issued pursuant to Section 11.2.

16/125

(e) The Buyer shall be entitled to (i) deduct and withhold from any Final Earn-out Amount established

in accordance with this Section 2.6 the Option Settlement Payment with respect to such Final Earn-out Amount, the Option Settlement

Taxes with respect to such Final Earn-out Amount and the Transaction Payroll Taxes with respect to such Final Earn-out Amount, and (ii) pay

such withholdings or parts thereof to the relevant Target Company or the relevant Option Holder, as applicable. The relevant Target Company

will be responsible for the payment of the Taxes to the competent Tax Authority.

(f) Notwithstanding any other provision of this Agreement to the contrary, a Seller shall irrevocably forfeit

and cease to have any right to receive any Buyer Shares yet to be issued to such Seller in respect of any Final Earn-out Amount (whether

such Final Earn-out Amount has become final and binding or is pending determination) if, at any time prior to the issuance of such Buyer

Shares: (i) such Seller's employment with the relevant Target Company or Buyer is terminated by the relevant Target Company or Buyer

for a reason that would qualify as "cause" (wichtiger Grund) under article 337 CO, provided that such termination has

been ruled by a competent court in a final judgment to constitute justified termination for cause; or (b) such Seller is in breach

of any of the restrictive covenants set forth in Section 5.3(a) or Section 5.3(b).

(g) Notwithstanding any other provision of this Section 2.6, the Buyer's obligation to issue any Buyer

Shares or otherwise pay any Earn-out Consideration to any Seller shall be conditional upon each Seller who has indicated that he, she

or it is a Non-U.S. Person or Accredited Investor delivering to the Buyer, on or prior to the applicable date on which such Buyer Shares

are to be issued or such Earn-out Consideration is to be paid, a certificate, in form and substance reasonably satisfactory to the Buyer,

confirming that the representations set forth in Section 10 of Annex 7.1(a)(i) are true and correct in all respects as of such

date as though made on and as of such date. For the avoidance of doubt, if any such Seller fails to deliver such certificate by the applicable

date, the Buyer shall have no obligation to issue any Buyer Shares or pay any Earn-out Consideration to such Seller in respect of the

relevant Final Earn-out Amount.

2.7 Holdback

(a) The Buyer hereby has the right to withhold (i) an amount of USD 1,300,000

(US Dollars one million three hundred thousand) from the Cash Consideration and (ii) a number of Buyer Shares (to be issued)

equal to 10% of the Stock Consideration (together the General Holdback Amount) from the Preliminary Consideration. The cash portion

of the General Holdback Amount shall be credited to a separate, dedicated account in the name of the Buyer, over which the Buyer shall

have full control regarding its investment and management. Any interest accrued on these funds, after deducting any applicable fees and

Taxes, shall be credited to the Sellers and Option Holders, as applicable, and be paid to the Sellers and Option Holders, as applicable,

at the same time as the last portion of the cash portion of the General Holdback Amount is paid to them. The General Holdback Amount shall

serve to secure the proper fulfilment by the Sellers of any of their obligations, and any claims the Buyer may have against the Sellers,

under or in connection with this Agreement, including, without limitation, (i) any claims related to Taxes on Taxable Salaries (employer

and employee contributions), (ii) any purchase price adjustments pursuant to Section 2.4, (iii) any claw-back right pursuant

to Section 2.6.4(e), and (iv) any indemnification claims pursuant to Section 8. Subject to any notification by the Buyer

to the Sellers, the General Holdback Amount shall be released by the Buyer to the Sellers twelve (12) months after the Closing Date to

the account designated by the Sellers. If the Buyer has given a notice or notices of claims or a Notice of Breach to the Sellers' Representative,

then the Buyer shall be entitled to continue to withhold the General Holdback Amount, up to the amount(s) notified in such notice(s),

until any claims of the Buyer against any of the Sellers notified in the notice(s) have been finally and bindingly settled among

the Parties or adjudicated in a final and binding arbitral award issued pursuant to Section 11.2. For the avoidance of doubt, the

Buyer's right to withhold the General Holdback Amount under this Section 2.7 is in addition to, and without prejudice to, the Buyer's

rights under Section 2.6.5(d), provided that the Buyer shall not withhold more than once in respect of the same Loss. Any amount

recovered by the Buyer from the General Holdback Amount shall reduce the amount that the Buyer is entitled to set off against the Earn-out

Consideration in respect of the same Loss, and vice versa.

17/125

(b) The Buyer shall be entitled to (i) deduct and withhold from any amount released from the General

Holdback Amount (the Holdback Release Amount) the Transaction Payroll Taxes with respect to such Holdback Release Amount and (ii) pay

such Taxes to the relevant Target Company. The relevant Target Company will be responsible for the payment of the Taxes to the competent

Tax Authority.

3. Allocation Statement

(a) Prior to the date hereof, the Company has prepared and delivered to Buyer a final spreadsheet dated as

of the Closing Date, reasonably satisfactory to Buyer, attached hereto as Annex 3 (the Allocation Statement).

(b) The Allocation Statement is accompanied by reasonably detailed back-up documentation for the calculations

contained therein. The Company shall make available to Buyer and its Representatives the work papers (subject to the execution of customary

work paper access letters, if requested) and other books and records used in preparing the Allocation Statement and reasonable access

to employees of the Company as Buyer may reasonably request in connection with its review of the Allocation Statement, and will otherwise

cooperate in good faith with Buyer's and its Representatives review and shall take into consideration in good faith any comments of Buyer

on the Allocation Statement. Notwithstanding the foregoing, in no event will any of Buyer's rights be considered waived, impaired or otherwise

limited as a result of Buyer not having made an objection prior to the date hereof or it having made an objection that is not fully implemented

in a revised Allocation Statement, as applicable.

4. Closing

4.1 Date and Place

The Closing shall take place on the date hereof,

remotely by means of an exchange of electronically scanned copies of the executed Transaction Documents.

18/125

4.2 Closing Actions

4.2.1 Actions by the Sellers

The Sellers have,

or have caused their Affiliates to, deliver to the Buyer or its designated Affiliates the documents set forth in Annex 4.2.1.

4.2.2 Actions by the Buyer

The Buyer has, or

has caused its Affiliates to, perform the actions set forth in Annex 4.2.2.

4.2.3 Concurrent Closing Actions

The closing actions of the Parties shall be effected

concurrently with, and in exchange for (Zug um Zug) each other pursuant to article 82 CO. All documents and items delivered

at the Closing pursuant to this Section 4.2 shall be held by the recipient to the order of the Person delivering the same until such

time as Closing shall be deemed to have taken place. All documents to be delivered by the Parties at the Closing in accordance with this

Section 4.2 shall be deemed to have been executed and delivered and shall cease to be held to the order of the Person delivering

them and Closing shall be deemed to have occurred only if and when all such documents have been delivered in accordance with this Agreement

(or their delivery waived by the Person entitled to receive the relevant document or item) and the electronic funds transfers in accordance

with clauses (b), (d) and (f) of Annex 4.2.2 have been received.

5. Other Covenants

5.1 Press Releases and Other Public Announcements

Following the date of this Agreement, any public

announcement in connection with the transactions contemplated by this Agreement by a Seller shall only be issued after the Parties shall

have consulted and agreed on the contents and timing of such public announcement. Notwithstanding the foregoing, nothing in this Agreement

shall restrict or prohibit:

(a) any announcement or disclosure required by Law, any competent Governmental

Authority or any competent securities exchange or applicable securities Laws or stock exchange regulations;

(b) the Buyer or any Target Company from informing its service providers, customers

or other interested parties of the transactions contemplated by this Agreement at any time after the Closing;

Representatives who are required to receive such information to carry out their duties (conditional upon any such Person agreeing to keep

such information confidential for so long as the Parties are obligated to do so in accordance with this Section 5.1, any other provision

of this Agreement or applicable Law);

(d) subject to prior consultation with the Sellers' Representative, a customary deal announcement by the Buyer

and/or any Target Company following the Closing.

19/125

5.2 Release

(a) Each Seller, for itself, himself or herself, and its, his or her heirs, personal representatives, successors

and assigns (collectively, the Releasors), hereby (i) forever fully and irrevocably waives, releases and discharges Buyer,

each Target Company, and each of their respective predecessors, successors, direct or indirect subsidiaries and all current equityholders,

members, managers, directors, officers, consultants, employees, agents, Representatives, and other representatives (collectively, the

Buyer Released Persons) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments,

or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims

for damages, costs, expenses, and attorneys', brokers' and accountants' fees and expenses) arising out of or related to events, facts,

conditions or circumstances in connection with a Target Company existing or arising prior to the Closing Date (and excluding, for the

avoidance of doubt, any claims under this Agreement or any other Transaction Document), which the Releasors can, shall or may have against

the Buyer Released Persons, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the

Released Claims), and (ii) irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing

(or causing to be commenced) any such Action against any Buyer Released Person based upon any Released Claim.

(b) The Buyer shall not make any claim against any Seller and each of their respective predecessors, successors,

direct or indirect subsidiaries and all current equityholders, members, managers, directors, officers, consultants, employees, agents,

Representatives, and other representatives (the Seller Released Persons) in connection with such Seller's ownership or control

of the Target Companies in the period up until (and including) the Closing Date. For the avoidance of doubt, the foregoing release does

not cover (and, for purposes of clarity, such matters are not hereby released or discharged): (i) any claims or rights under this

Agreement, any other Transaction Document or otherwise in connection with the transactions contemplated hereby or thereby and (ii) any

claims made for or recoveries in respect of fraud (Betrug), intentional deceit (absichtliche Täuschung, within the

meaning of article 28 CO, article 192(3) CO and article 199 CO) or willful misconduct.

of each Target Company with respect to his acts or omissions in such capacity occurring on or before the Closing Date (i) promptly

after the Closing, and (ii) at the first ordinary shareholders' or members' meeting of such Target Company following the Closing.

For the avoidance of doubt, the foregoing discharge does not cover (and, for purposes of clarity, such matters are not hereby released

or discharged): (i) any claims or rights under this Agreement, any other Transaction Document or otherwise in connection with the

transactions contemplated hereby or thereby (including any of the Buyer’s rights to make claims against the Sellers under this Agreement)

and (ii) any claims made for or recoveries in respect of fraud (Betrug), intentional deceit (absichtliche Täuschung,

within the meaning of article 28 CO, article 192(3) CO and article 199 CO) or willful misconduct.

20/125

5.3 [***]

5.4 Confidentiality

(a) The confidentiality agreement executed by the Buyer and the Company on May 5, 2025, as amended

on February 19, 2026 (the Confidentiality Agreement) shall terminate on the date hereof, without prejudice to any rights,

liabilities and obligations that have accrued prior to such termination.

(b) Each Seller and the Buyer shall, and shall cause their respective Affiliates and Representatives to, treat

and hold as confidential all of the terms and conditions of the transactions contemplated by this Agreement, this Agreement or any other

Transaction Document (and which shall, for the avoidance of doubt, include the Purchase Price), subject to Section 5.1. In addition,

each Seller shall, and shall cause its respective Affiliates and Representatives to, treat and hold as confidential all other information,

data, know-how, trade secrets, business plans, financial information, customer information, technical information and any other non-public

information concerning the Target Companies.

(i) disclosure is required by Law, by any stock exchange regulations or any Governmental Authority having

jurisdiction; provided, however, that the disclosing Party shall (to the extent permitted by Law and to the extent reasonably feasible

in light of the circumstances and timing of the required disclosure) first inform the other Party(ies) of its intention to disclose confidential

information and to the extent reasonably practicable take into account their reasonable comments;

(ii) disclosure is of confidential information which has previously become publicly available other than through

that Party's breach of its obligations hereto (or that of his, her or its Representatives);

(iii) disclosure is made to a Tax Authority or Tax or other professional advisor in circumstances where such

disclosure is reasonably necessary for the management of the Tax affairs of any Seller, any Affiliate of a Seller, the Buyer or any Affiliate

of the Buyer and, to the extent legally permissible and unless a statutory obligation of confidentiality applies, shall be made subject

to a reasonable obligation of confidentiality;

(iv) disclosure is required for the purpose of any judicial proceedings arising out of this Agreement (or any

other Transaction Document);

(v) disclosure is made on a confidential basis to (x) such Party's Representatives or Affiliates on an

as-needed basis or (y) prospective funding providers of the Buyer (including, without limitation, any Affiliates or their Representatives);

(vi) disclosure is made to any rating agencies limited to that required for such rating agency to carry out

any rating functions in connection with the Buyer's financing arrangements.

21/125

(d) For the avoidance of doubt, nothing in this Section 5.4 shall prevent Parkview from making any disclosure

to its investors and advisors on a confidential basis, to the extent required for reporting and investment management purposes.

5.5 Lock-up on Stock Consideration and Earn-out Consideration; Restrictive Legends

(a) Each Seller agrees that, for a period of one hundred eighty (180) days from the date of issuance of (i) the

Stock Consideration or (ii) any Earn-out Consideration, such Seller shall not, directly or indirectly, offer, sell, assign, transfer,

pledge, contract to sell, grant any option to purchase or otherwise dispose of or encumber any Buyer Shares received as Stock Consideration

or Earn-out Consideration (or any securities convertible into or exercisable or exchangeable for such Buyer Shares), other than (A) transfers

to Affiliates who agree in writing to be bound by this Section 5.5, (B) transfers to the extent required by law, court order

or to satisfy Tax withholding obligations, or (C) with the prior written consent of the Buyer.

(b) Certificates or book-entries representing Buyer Shares issued as Stock Consideration or Earn-out Consideration

shall bear the following legend (or such other or additional legend as required by applicable securities laws):

"THE SHARES REPRESENTED BY THIS

CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), WITH THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION AND THE COMPANY DOES NOT INTEND TO REGISTER THEM. THE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES

OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, UNLESS THE SHARES ARE REGISTERED

UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SECURITIES

MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT."

during the lock-up period.

(d) In the event the Buyer conducts an underwritten public offering during the applicable lock-up period,

the Sellers shall, upon request, enter into customary lock-up agreements with the underwriters consistent with the time periods set forth

herein.

5.6 "Accredited Investor" / "Non-U.S. Person" representations

Each Seller covenants and agrees, as a condition

precedent for receiving any Buyer Shares under this Agreement, to (i) deliver to the Buyer a duly updated, completed and executed

suitability questionnaire in the form set forth in Annex 5.6 and to (ii) duly complete and ensure the accuracy of the

"Accredited Investor" / "Non-U.S. Person" section on the signature page of this Agreement and to make

all corresponding representations related to such declaration, at the date hereof and, as if made anew, each subsequent time such Seller

is to receive Buyer Shares under this Agreement, including the issuance of any Earn-Out Consideration. Each Seller shall promptly notify

the Company and the Buyer of any changes to the information provided in such annex / section occurring between the date hereof

and each time such Seller is to receive Buyer Shares under this Agreement.

22/125

6. Taxes, Costs, Expenses and Interest

6.1 Taxes

6.1.1 Taxes in General

Except as provided otherwise in this Agreement

or any Transaction Document, each Party shall bear all Taxes incurred by or levied on it in connection with or as a consequence of the

transactions contemplated by this Agreement or any of the Transaction Documents.

6.1.2 Transfer Taxes

Each Party

shall bear any duties imposed on it by applicable Law on the transfer of the Shares (e.g. transfer taxes (Umsatzabgabe))

incurred by or levied on it in connection with the transactions contemplated by this Agreement.

6.1.3 Tax Refunds and Tax Credits

(a) The Buyer shall be entitled to, and the Sellers shall (in the event of misdirection) reimburse the Buyer

for, all refunds and credits of all Taxes for which the Buyer is responsible under this Agreement or any of the Transaction Documents

(including for breach of any of the provisions of this Agreement or any of the Transaction Documents), to the extent such refunds and

credits have not been and are not taken into account in the adjustments pursuant to Section 2.4.

(b) The Sellers shall be entitled to, and the Buyer shall (in the event of misdirection) reimburse the Sellers

for, all refunds and credits of all Taxes for which the Sellers are responsible under this Agreement or any of the Transaction Documents

(including for breach of any of the provisions of this Agreement or any of the Transaction Documents), to the extent such refunds and

credits have not been and are not taken into account in the adjustments pursuant to Section 2.4.

6.1.4 Tax Returns

(a) The Sellers shall be responsible for the timely filing (taking into account

any extensions received from the relevant Tax Authorities) of all Tax Returns required to be filed for any period ending on or before

the Closing Date with respect to the Target (or any member thereof), whether to be filed by a Target Company or by the Sellers in a consolidated,

combined or unitary Tax Return. All Taxes indicated as due and payable on such Tax Returns shall be paid by the Sellers or their

Affiliates as and when required by Law. Such Tax Returns shall be prepared on a basis consistent with the basis on which Tax Returns for

prior taxable periods were prepared, but with correctness prevailing over consistency and unless a different treatment of any item is

agreed to in advance by the Sellers and the Buyer or is required by an intervening change in Law, or other settlement entered into with

a Tax Authority, or decision of a judicial authority. The Buyer shall have the right to review any Tax Returns to be filed after the date

hereof prior to its filing with the competent Tax Authorities, and any such filing by the Sellers shall not occur without the prior consent

of the Buyer, such consent not to be unreasonably withheld.

23/125

(b) After the Closing Date, the Sellers and the Buyer shall, and shall cause their respective Affiliates to,

(i) execute any forms necessary to file a Tax Return with respect to the Target (including any certificates or other documents required

to perfect an exemption from, or a reduction of, any Taxes imposed on any Target Company) and (ii) provide information to the other

Party regarding any Target Company in connection with (1) such other Party preparing any Tax Returns that such other Party is responsible

for preparing and filing, (2) any Tax Liability of such other Party and (3) such other Party preparing for any audits of, or

disputes with any Tax Authority regarding, any Tax Returns of any member of the Target.

6.2 Costs and Expenses

Except as expressly provided otherwise in this

Agreement, each Party shall bear his or its own costs and expenses (including advisory fees) incurred in the negotiation, preparation

and completion of this Agreement.

6.3 Interest

(a) The interest rate to be applied to the interest calculation set forth in Section 2.4.6(b) shall

be one percent (1%) per annum (calculated on the basis of the Day-Count Convention).

(b) If a Party defaults in the payment when due of any sum payable under this Agreement, such liability of

such Party shall be increased to include interest on that sum from (and including) the date when the payment is due until (and excluding)

the date of actual payment (whether before or after any judgment) at a rate of two percent (2%) per annum (calculated on the basis

of the Day-Count Convention).

6.4 Currencies

(a) Unless otherwise explicitly stated, all amounts due under this Agreement shall be paid in USD.

(b) Unless otherwise explicitly stated, all amounts in currencies other than

USD shall be converted to USD using the exchange rates as quoted on Bloomberg.

in USD.

7. Representations

7.1 Representations of the Sellers

(a) Each Seller hereby severally (but not jointly or jointly and severally) represents and warrants to the

Buyer within the meaning of article 197 CO, in respect of himself or itself only, that the statements set forth in:

(i) Annex 7.1(a)(i) (such statements together, the Fundamental Representations) are

true and correct in all respects as of the date of this Agreement, except that those representations and warranties which are explicitly

made as of a specific date shall be true and correct only as of such date; and

24/125

(ii) Annex 7.1(a)(ii) (such statements together, the Business Representations) are

true and correct as of the date of this Agreement, except that those representations and warranties which are explicitly made as of a

specific date shall be true and correct only as of such date.

(b) The Business Representations are made subject to the facts, matters and circumstances set forth in the

Disclosure Letter, which disclosures qualify and constitute exceptions to the Business Representations. If a fact, matter, or circumstance

is disclosed in a section of the Disclosure Letter, it shall only be deemed to be disclosed in relation to such section of the Disclosure

Letter and shall not be deemed to be disclosed in relation to any other section of the Disclosure Letter unless such disclosure is expressly

cross-referenced therein.

through an online data room, or information otherwise supplied to the Buyer or its advisors by the Sellers or the Company or their advisors

and, on the other hand, information contained in the Disclosure Letter, the information contained in the Disclosure Letter shall be solely

controlling for purposes of Section 7.1(b).

7.2 Representations of the Buyer

The Buyer hereby

represents and warrants to the Sellers within the meaning of article 197 CO that the statements set forth in Annex 7.2

(the Buyer Representations) are true and correct as of the date of this Agreement, except that those representations and warranties

which are explicitly made as of a specific date shall be true and correct only as of such date.

7.3 Exclusive Representations

(a) The Buyer acknowledges that, other than as expressly provided in this Agreement but without limiting any

claim as to fraud, intentional misrepresentation and willful misconduct, the Sellers have not made and do not make, and the Buyer has

not relied and does not rely on, any representation or warranty, express or implied, pertaining to the subject matter of this Agreement.

In particular but without limiting any claim as to fraud, intentional misrepresentation and willful misconduct, the Buyer acknowledges

that:

(i) the Sellers are not making any representations as to budgets, business plans, forward-looking statements,

statements of intent or opinion and other projections of a financial, technical or business nature relating to the business of any of

the Target Companies, except as expressly set forth in this Agreement, and

(ii) nothing in any of the information or documents made available to the Buyer prior to the date hereof shall

be deemed to constitute a representation or warranty, except as expressly set forth in this Agreement.

25/125

(b) The Sellers acknowledge that, other than as expressly provided in this Agreement or any other Transaction

Document but without limiting any claim as to fraud, intentional misrepresentation and willful misconduct, the Buyer has not made and

does not make, and the Sellers have not relied and do not rely on, any representation or warranty, express or implied, pertaining to the

subject matter of this Agreement.

8. Indemnification by the Sellers

8.1 Taxes

Subject to Section 9 and Section 10.8,

from and after the Closing, the Sellers shall, irrespective of any fault and irrespective of any disclosure made in the Disclosure Letter,

indemnify and hold harmless, on a USD-to-USD basis and without double recovery, the Buyer and each of its Affiliates (including the Target

Companies) from and against, and in respect of, and shall reimburse the Buyer and each of its Affiliates (including the Target Companies)

all Taxes (or damages resulting from their non-payment) relating to the Target Companies and relating to the period up to and including

the Closing Date that have not (i) been paid in full on or before the Closing Date; (ii) been fully covered by provisions in

the Final Closing Accounts that have been taken into account in the purchase price adjustments pursuant to Section 2.4; or (iii) been

fully covered by provisions in the Financial Statements, including:

(a) Tax Liabilities (whether incurred or assessed before or after Closing Date) in connection with matters

(whether acts, omissions, events or business transactions) occurring up to and including Closing Date;

(b) Tax Liabilities relating to capital, equity, income, profits and gains earned or received up to and including

the Closing Date;

Tax Return up to and including the Closing Date;

(d) all Taxes arising out of or in connection with any payment to or for the benefit of the Sellers under

this Agreement or the Option Holders under the Option Cancellation Agreements, including any Taxes required to be withheld in connection

with any payment to or for the benefit of the Sellers under this Agreement or the Option Holders under the Option Cancellation Agreements

to the extent they have not been withheld in accordance with Section 2.5;

(e) all Taxes in connection with transactions or agreements between the Target Companies themselves or between

a Target Company on the one hand and the Sellers or one of their Affiliates on the other hand, which are not considered by the competent

Tax Authority to be at arm's length; and

(f) Tax Liabilities for which the Sellers are responsible in accordance with Section 6.1.4.

26/125

8.2 General Indemnification

(a) The Sellers shall, irrespective of any fault and, except in respect of Section 8.2(a)(ii), irrespective

of any disclosure made in the Disclosure Letter, be liable to the Buyer and its Affiliates (including the Target Companies following Closing)

and their respective successors and assigns (the Buyer Indemnitees), subject to the limitations set forth in this Agreement, including

Section 9 and Section 10.8 (except that Section 9.4(c) shall not apply with respect to Losses incurred in relation

to the matters listed in Section 8.2(a)(vi) below), for any Losses, calculated on a USD-to-USD basis and without double recovery,

incurred or sustained by the Buyer Indemnitees as a result of or attributable or related to:

(i) any breach or violation of any of the Fundamental Representations;

(ii) any breach or violation of any of the Business Representations;

(iii) any breach or violation of any covenant, undertaking or agreement of the relevant Seller contained in

this Agreement;

(iv) any Third Party Claim or Action asserting ownership or other rights in, or disputing the Target Companies'

right to use and exploit, any Target Intellectual Property Rights;

(v) the reclassification of any individual engaged by a Target Company as an independent contractor or consultant

prior to the Closing Date as an employee by any Governmental Authority or triggered by an employment offer by a Target Company to such

individual after the Closing Date (including all back wages, benefits, penalties, fines, interest, and reasonable legal fees and expenses);

and

(vi) any of the matters disclosed in Section 10(h) para 3, Section 13(a) and Section 16(a) of

the Disclosure Letter;

provided

that except in the case of fraud (Betrug), intentional deceit (absichtliche Täuschung, within the meaning of article

28 CO, article 192(3) CO and article 199 CO) or willful misconduct, the relevant Seller's liability shall not exceed an amount equal

to such Seller's Ownership Percentage with respect to the relevant Loss.

(b) The Buyer shall be liable to any of the Sellers and their respective successors and assigns (the Seller

Indemnitees), subject to the limitations set forth in this Agreement, including Section 9 (to the extent applicable pursuant

to the terms of this Agreement), for any Losses, calculated on a USD-to-USD basis and without double recovery, incurred or sustained by

any of the Seller Indemnitees as result of any breach or violation of:

(i) any of the Buyer Representations, irrespective of any fault of the Buyer; or

(ii) any covenant, undertaking or agreement of the Buyer contained in this Agreement (other than the specific

indemnification obligations set forth in Section 8.1 and Section 8.2).

27/125

9. Indemnification Procedure

9.1 Notification / Third Party Claims

(a) In the event of a claim for compensation under Section 8.2, the Compensated Party shall deliver to

the Compensating Party a notice describing in reasonable detail the nature of the matter, circumstance or Third Party Claim (as defined

below), the underlying facts and the amount of the reasonably anticipated Losses subject to compensation under Section 8.2, and the

basis for his or its claim for compensation under Section 8.2, in each case to the extent then known (such notice, the Notice

of Breach) and within the earlier of:

(i) thirty (30) days after the Compensated Party has obtained knowledge of a matter or circumstance that gives

rise to a claim for compensation under Section 8.2; or

(ii) promptly after receipt by the Compensated Party of a written notice from a third party of any pending

or threatened Action against the Compensated Party or Target Company or a submission to, or a decision or order by, any Governmental Authority

that has given or could give rise to a claim for compensation under Section 8.2 (a Third Party Claim).

(b) Failure to give Notice of Breach in accordance with Section 9.1(a) shall not affect the liability

provided hereunder except to the extent that the relevant Loss has been caused or aggravated by virtue of the Compensated Party's failure

to timely give Notice of Breach in accordance with Section 9.1(a), in which case the Compensating Party shall have no liability for

the Losses, or the part of the Losses, so caused or aggravated by the Compensated Party.

against any of the Seller Indemnitees or the Buyer Indemnitees and any of the conditions set forth in Section 9.1(d) is or becomes

unsatisfied, (i) the Compensated Party may defend against, and, subject to Section 9.1(e), consent to the entry of any judgment

on or enter into any settlement with respect to, the Third Party Claim in any manner it may reasonably deem appropriate, (ii) the

Compensating Parties will reimburse the Compensated Party promptly and periodically for the reasonable and documented costs of defending

against the Third Party Claim (including reasonable attorneys' fees and expenses) to the extent indemnifiable pursuant to Section 8

and subject to the limitations, thresholds and caps set forth in this Section 9, and (iii) the Compensating Parties will remain

responsible for any Losses the Compensated Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by

the Third Party Claim to the fullest extent provided in Section 8 and Section 9.

(d) Upon receipt of the Notice of Breach, the Compensating Party will

have the right to defend the Compensated Party against the Third Party Claim with counsel reasonably satisfactory to the Compensated Party,

provided, that (i) the Compensating Party notifies the Compensated Party in writing within thirty (30) days after the Compensated

Party has given notice of the Third Party Claim that the Compensating Party will indemnify the Compensated Party from and against the

entirety of any Losses the Compensated Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the

Third Party Claim to the extent indemnifiable pursuant to Section 8 and subject to the limitations, thresholds and caps set forth

in this Section 9, (ii) the Compensating Party provides the Compensated Party with evidence reasonably acceptable to the Compensated

Party that the Compensating Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification

obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable

relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the

Compensated Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation

of the Compensated Party, and (v) the Compensating Party conducts the defense of the Third Party Claim actively and diligently. The

Compensating Party will keep the Compensated Party apprised of all material developments, including settlement offers, with respect to

the Third Party Claim and permit the Compensated Party to participate in the defense of the Third Party Claim at its own expense and with

counsel of its own choosing (provided that such participation does not interfere with the conduct of the defense by the Compensating Party).

So long as the Compensating Party is conducting the defense of the Third Party Claim in accordance with this Section 9.1(d), the

Compensating Party will not be responsible for any attorneys' fees or other expenses incurred by the Compensated Party regarding the defense

of the Third Party Claim.

28/125

(e) Neither the Compensated Party (and if the Buyer Indemnitees are the

Compensated Party, the relevant Target Company) nor the Compensating Party will settle any Third Party Claim without the prior written

consent of the Buyer in the case of the Seller Indemnitees or the Sellers' Representative in the case of the Buyer Indemnitees, such consent

not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, the Compensating Party may settle any Third Party

Claim without the consent of the Compensated Party if (i) the settlement involves only the payment of monetary damages by the Compensating

Party that the Compensating Party has agreed in writing to, and shall, pay in full, (ii) the settlement does not include any finding

or admission of violation of Law, liability or wrongdoing by the Compensated Party, (iii) the settlement expressly provides for a

full and unconditional release of the Compensated Party and, if applicable, the relevant Target Company, from all liabilities and obligations

with respect to such Third Party Claim, and (iv) will not impose any injunctive or other equitable relief against the Compensated

Party.

(f) Where relevant, the provisions of this Section 9.1 shall be in lieu

of, and not in addition to, the Compensated Party's duty to notify the Compensating Party in accordance with article 201 CO.

9.2 Set-off

(a) In addition to (and without prejudice to) the Buyer's right to withhold Earn-out Consideration pursuant

to Section 2.6.5(d) and to withhold the General Holdback Amount subject to Section 2.7, the Buyer shall have the right

to set off, deduct and retain from any amounts otherwise payable to the Sellers under this Agreement (including any Earn-out Consideration)

any amounts due to the Buyer from the Sellers pursuant to this Agreement (including indemnification obligations under Section 8,

purchase price adjustment amounts under Section 2.4, and any other obligations of the Sellers under or in connection with this Agreement),

provided that:

(i) the Buyer has delivered to the Sellers' Representative a written notice specifying in reasonable detail

the nature and amount of the claim and the set-off amount;

29/125

(ii) for disputed claims, the Buyer may withhold the disputed amount pending final resolution, but may only

permanently set off against the Earn-out Consideration upon final and binding agreement among the Parties or adjudicated in a final and

binding arbitral award issued pursuant to Section 11.2; and

(iii) no such set-off shall exceed the applicable liability caps set forth in Section 9.4(d).

(b) Where the Buyer exercises its set-off right against Earn-out Consideration, the number of Buyer Shares

to be issued shall be reduced by a number of shares equal to the set-off amount divided by the applicable share price determined

in accordance with Section 2.6.3(d) or 2.6.4(d), as applicable. In the event that any set-off amount exceeds the Earn-out Consideration

then payable, the excess shall remain an obligation of the Sellers payable, in cash, subject to any limitations set forth in this Agreement.

that the Buyer is entitled to recover from the General Holdback Amount in respect of the same Loss, and vice versa.

(d) Any amount set off by the Buyer in accordance with this Section 9.2 shall be treated as an adjustment

to the Purchase Price for all purposes, including Tax purposes, to the extent permitted by applicable Law.

9.3 Time Limitations

9.3.1 Statute of Limitations (Verjährung) of Claims for Indemnification under Section 8.2

(a) Any claim for compensation under Section 8.2(a)(i), Section 8.2(a)(ii) or Section 8.2(b)(i) must

be notified by the Compensated Party to the Compensating Party with a Notice of Breach on or before:

(i) with respect to a breach of the Fundamental Representations, the date that

is ten (10) years after the Closing Date;

(ii) with respect to a breach of clause 2 of Annex 7.1(a)(ii) (Taxes),

the earlier of (A) the date that is six (6) months after the assessment for the relevant Taxes has been determined and

become legally binding without the possibility to reopen the tax assessment (ohne Möglichkeit der Wiedereröffnung im Rahmen

eines Nachsteuerverfahrens) and (B) the date that is six (6) months after the expiration of the relevant statute of limitations

(or extensions or waivers thereof) applicable to the relevant Taxes (including, for the avoidance of doubt, any period the final tax assessment

can be reopened (Nachsteuerverfahren)), but in any event no later than seven (7) years after the Closing Date; and

(iii) with respect to a breach of clause 21 of Annex 7.1(a)(ii) (Social

Security, Pensions and Benefit Plans), the date that is six (6) months after the expiration of the relevant statute of limitations;

and

30/125

(iv) with respect to a breach of any of the Business Representations or the Buyer Representations, other than

those referred to in Section 9.2.1(a)(ii), the date that is twelve (12) months after the Closing Date.

(b) Any claim for compensation subject to the remedy under Section 8.2(a)(iii), Section 8.2(a)(iv),

Section 8.2(a)(v) or Section 8.2(b)(ii) must be notified on or before the date or period explicitly specified therein

(or, only if no date or period is specified, until ten (10) years after the Closing Date).

compensation under Section 8.2 shall be considered time-barred (verjährt), if it has not been notified on or before such

date; it being understood that any such claim that has been so notified on or before such date shall not be considered time-barred (nicht

verjährt), if any of the Compensated Party or the Compensating Party initiates arbitration proceedings in accordance with Section 11.2

or if the Compensating Party waives the statute of limitations (Verjährungsverzicht) within twelve (12) months after

such date.

9.3.2 Term of Other Claims for Indemnification

(a) In the sense of a condition subsequent (resolutive Bedingung), any claim for Losses subject to

indemnification under Section 8.1 (Taxes) must be notified on or before, and, if not notified on or before, shall be considered expired

(erloschen) after the date determined pursuant to Section 9.3.1(a)(ii).

(b) Any claim notified on or before the relevant date specified in this Section 9.3.2 may be pursued

after such date and shall be time-barred (verjähren) in accordance with the general statute of limitations applicable to such

claim pursuant to article 127 et seq. CO.

9.3.3 Waiver of Statute of Limitations under Article 210 CO

Any limitation period or term specified in this

Agreement to apply to a claim shall be in lieu of and replace the statute of limitations pursuant to article 210 CO, if and to the

extent such statute of limitations pursuant to article 210 CO would otherwise apply to such claim, and the Parties explicitly agree

that any statute of limitations pursuant to article 210 CO shall be deemed waived and not apply to this Agreement.

9.4 Limitations on Indemnification Obligations

(a) All matters and information, regardless of their form, which have been Fairly Disclosed in:

(i) this Agreement; and

(ii) the Disclosure Letter delivered by the Sellers to the Buyer on the

date hereof (the Disclosure Letter) (and only to the extent expressly and specifically cross-referenced in the Disclosure Letter

to the Section(s) of the Business Representations to which such disclosure relates), together with any documents attached to or any

documents or information referred to in the Disclosure Letter, such letter attached hereto as Annex 7.1(A);

(all documents

and information referred to in this Section 9.4(a), collectively the Disclosure Documents) shall operate as an exclusion of,

or, depending on the relevant disclosure, as a limitation to, the Business Representations, and, accordingly, the Sellers shall

be under no liability to the Buyer pursuant to Section 8.2(a)(ii) if such liability is based on any matters, facts or circumstances

that have been Fairly Disclosed in the Disclosure Documents. The concept of fair disclosure as defined herein shall supersede article 200

CO.

31/125

(b) The Compensating Party's obligation to compensate the Compensated Party for any claim subject to compensation

under this Agreement shall be reduced or excluded, as the case may be, if and to the extent that:

(i) the Compensated Party has knowingly or intentionally failed to mitigate, or, in the case of the Buyer,

knowingly or intentionally prevented the Target Companies from mitigating, the Loss in respect thereof, as required under Swiss Law; or

(ii) the Compensated Party has actually recovered from any third Person, including, but not limited to, an

insurer, any sum in respect of any matter to which a claim made relates, after deduction of all duly documented costs and expenses incurred

in making such recovery (including reasonable attorney's fees) and the amount of any deductibles, co-payments, retro-premium obligations

and premium increases attributable thereto; or

(iii) such claim arises or is increased solely as a result of any legislation, regulation, requirement, administrative

practice (including, but not limited to, practice of any Governmental Authority) or rule of Law not in force at the date on which

this Agreement is executed or the withdrawal after such date of any concession previously made by any relevant Governmental Authority

or as a result of any change made or introduced on or after the date on which this Agreement is executed in any legislation, regulation,

requirement, administrative practice (including, but not limited to, practice of any Governmental Authority) or rule of Law of any

relevant Governmental Authority, whether or not such change or withdrawal purports to be effective retrospectively in whole or part, or

any change in the rates of Taxes in force at the date hereof or any imposition of any Taxes or any withdrawal of Relief, in each case

not in effect at the date on which this Agreement is executed; or

(iv) by an amount equal to any provision, reserve or valuation allowance for

such Losses that is made or included in the Final Closing Accounts, if and to the extent such provision, reserve or valuation allowance

was taken into account in the adjustments pursuant to Section 2.4.

unless (i) the amount of the claim or series of related claims made by the Compensated Party for indemnification thereunder exceeds

USD 15,000 (US Dollars fifteen thousand) (such claim or series of related claims, a Qualifying Claim), and (ii) the

amount of the Compensating Party's obligation to indemnify the Compensated Party in respect of the relevant Qualifying Claim exceeds,

or when aggregated with the amount of the total indemnification obligation of the Compensating Party in respect of all other Qualifying

Claims will exceed, USD 150,000 (US Dollars one-hundred-fifty thousand) (the Threshold Amount). If the Threshold Amount

has been exceeded, the Compensating Party shall be required to indemnify the Compensated Party from and against any and all such Losses

suffered or incurred by the Compensated Party, and not just such Losses in excess of the Threshold Amount. This Section 9.4(c) shall

not apply to any indemnification obligation of the Sellers (x) on the basis of a breach of any of the Fundamental Representations,

(y) on the basis of a claim under Sections 8.2(a)(iii), 8.2(a)(iv), 8.2(a)(v) or 8.2(b)(i), or (z) on the basis of

a claim under Section 2.4.6(b).

32/125

(d) The aggregate amount of the Sellers' indemnification obligations to the Buyer and its Affiliates under

Section 8.2(a)(i) or Section 8.2(a)(ii) shall not exceed:

(i) an amount equal to the Purchase Price in case of a breach of any of the Fundamental Representations;

(ii) an amount equal to 25% of the Purchase Price with respect to any of the Business Representations.

(e) Notwithstanding anything to the contrary in this Agreement, no limitations on liability hereunder, including

without limitation under this Section 9.4 shall apply in case of fraud (Betrug), intentional deceit (absichtliche Täuschung,

within the meaning of article 28 CO, article 192(3) CO and article 199 CO), or willful misconduct by the Compensating

Party.

(f) The remedies under Section 8.2 for breach of the Fundamental Representations, the Business Representations

and the Buyer Representations made pursuant to Section 7.1 and Annex 7.1(a)(i) or Annex 7.1(a)(ii), as applicable,

and Section 7.2 and Annex 7.2, respectively, shall be in lieu of, and not in addition to, the remedies provided for under statutory

Law or case Law. All remedies provided for under statutory Law or case Law, including the right to rescind this Agreement following the

Closing, shall not apply to, and are hereby expressly excluded and waived by each Party with respect to, any such breach. In particular,

and without limiting the generality of the foregoing, each Party explicitly waives its right of partial or entire contract rescission

under article 24 and article 205 CO, in connection with any such breach.

10. General Provisions

10.1 Effect on Third Parties

Except as otherwise expressly provided for in

this Agreement, no Person other than the Parties shall have any rights, benefits or claims under this Agreement, and nothing in this Agreement

is intended to confer any rights, benefits or claims on any Person other than the Parties.

33/125

10.2 Notices

(a) Any notices or other communications to be given or made under or in connection with this Agreement shall

be given or made in writing and delivered by hand or sent (postage prepaid) by registered, certified or express post (return receipt requested),

courier or by electronic transmission in .pdf format or similar format to the following addresses:

if to the Sellers:

Florentin Coppey in his capacity

as Sellers' Representative

Somlaproz 23, 1937 Orsières

E-mail: flocoppey@gmail.com

with a copy to:

Wenger Vieli

Martin Berweger, Partner

Metallstr. 9

6302 Zug

Switzerland

E-mail: m.berweger@wengervieli.ch

if to the Buyer:

908 Devices Inc.

Mark Levine, Chief Legal and Administrative Officer,

44 3rd Avenue

Burlington MA, 01803

United States of America

E-mail: mlevine@908devices.com

with a copy to:

Homburger AG

Andreas Müller

Prime Tower

Hardstrasse 201

8005 Zurich

Switzerland

E-mail: andreas.mueller@homburger.ch

and

Cooley (UK) LLP

Rita Sobral

22 Bishopsgate

London EC2N 4BQ

United Kingdom

E-mail: rsobral@cooley.com

(b) Notices delivered by hand shall be deemed delivered when actually delivered. Notices given by post or

courier shall be deemed delivered when received. Notices given by electronic transmission or e-mail shall be deemed to be delivered at

the time such notices are sent to the relevant addresses above, if no delivery failure or error messages are received by the sender.

been revoked by a notice according to Section 10.2. If it is revoked, the Sellers shall at the same time designate and empower another

Seller or a third person as their representative pursuant to this Section 10.7 after consultation with the Buyer, and from the date

that notice is given to the Buyer of the appointment of such replacement Sellers' Representative, such substituted representative shall

be deemed to be the Sellers' Representative for all purposes of this Agreement and the other Transaction Documents.

34/125

(d) Irrespective of the delivery or receipt of a notice, any notice given hereunder shall be deemed to have

been timely given, if dispatched or sent prior to the expiry of a term or deadline set forth in this Agreement (if any), but the recipient

shall be under no obligation to perform any act under this Agreement before it, he or she has received such notice.

10.3 Entire Agreement

This Agreement, including the Annexes and any

other documents referred to herein, constitutes the entire agreement and understanding the Parties with respect to the subject matter

hereof. This Agreement supersedes and replaces all prior oral or written agreements, negotiations, offers and understandings of the Parties

with respect to the subject matter of this Agreement. There are no agreements, covenants, representations or warranties between the Parties

with respect to the subject matter of this Agreement other than those provided for in this Agreement.

10.4 Amendments and Waivers

(a) This Agreement, including amendments to or a waiver of this Section 10.4, may only be modified or

amended by a written document signed by all Parties.

(b) Any waiver of any term or condition of this Agreement, waiver of any breach of any term or condition of

this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or at Law, must

be in writing and signed by or on behalf of the Person granting the waiver, and no waiver or election shall be inferred from a Party's

conduct.

waiver of any subsequent breach.

10.5 No Assignment

This Agreement and all or any of the rights and

obligations hereunder shall not be assigned by the Sellers without the prior written consent of the Buyer. This Agreement and all or any

of the rights and obligations hereunder shall not be assigned by the Buyer without the prior written consent of the Sellers' Representative;

provided, however, that the Buyer may assign this Agreement or any of its respective rights and obligations hereunder to any of

its Affiliates, or in connection with a sale of all or a material portion of the business or securities of the Target Companies, or to

a lender or financing source of the Buyer, any of its Affiliates or a Target Company as collateral security, in each case without the

prior written consent of the Sellers' Representative. This Agreement shall inure to the benefit of and be binding upon the Parties, and

their respective successors and permitted assigns.

10.6 Severability

Should any part or provision of this Agreement

be held to be invalid or unenforceable by any arbitral tribunal, court or Governmental Authority having jurisdiction, the other provisions

of this Agreement shall nonetheless remain in full force and effect. In this case, the Parties shall endeavor to negotiate in good faith

a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements

and documents required in this connection .

35/125

10.7 Representative of the Sellers

(a) Each Seller, on behalf of such Seller and such Seller's successors, heirs and permitted assigns, hereby

designates and empowers FC (the Sellers' Representative) as his, her or its authorized representative and general attorney in fact

under and in connection with this Agreement and the other Transaction Documents with the right of substitution.

(b) This power of attorney includes, without limitation, the power to exercise any rights, to fulfill any

obligation and satisfy any condition, to negotiate, execute, modify and consummate any agreements or other documents, to give and receive

any notices and to make or receive any other form of statement, instruction or other communication on behalf of the Sellers and/or any

of them under this Agreement and the other Transaction Documents in connection with the completion of the transactions contemplated by

this Agreement, and to contest, negotiate, defend, acknowledge, compromise or settle any actions or claims and to authorize, effect and

receive any payment from or to the Sellers or any of them hereunder.

shall be entitled to rely without investigation on any notice given or action taken by the Sellers' Representative on behalf of the Sellers

or such Seller pursuant to this Section 10.7, and that each such notice or action shall be binding on each Seller as if such Seller

had given such notice or taken such action. The Buyer shall be entitled to deal exclusively with the Sellers' Representative on all matters

relating to this Agreement and the other Transaction Documents and shall be entitled to disregard any decision, act, consent, waiver,

communication, or instruction made, given or executed by any Seller in connection with this Agreement or the other Transaction Documents

and the transactions contemplated hereby or thereby.

(d) Any notice given to the Sellers' Representative (until further notice by the Sellers' Representative in

accordance with Section 10.2) will be deemed to be and constitute notice to any and all Sellers at the time notice is given to the

Sellers' Representative, unless expressly directed to only one or only part of the Sellers, in which case notice given to the Sellers'

Representative will be deemed to be and constitute notice to such Seller or Sellers at the time notice is given to the Sellers' Representative.

Any action taken by, or notice or instruction received from, the Sellers' Representative will be deemed to be action by, or notice or

instruction from, any and all Sellers, unless expressly taken or given in the name and on behalf of only one or only part of the Sellers,

in which case it will be deemed to be action taken by, or notice or instruction from, such Seller or Sellers.

(e) The power of attorney pursuant to this Section 10.7 is deemed to be in force as long as it has not

been revoked by a notice according to Section 10.2. If it is revoked, the Sellers shall at the same time designate and empower another

Seller or a third person as their representative pursuant to this Section 10.7 after consultation with the Buyer, and from the date

that notice is given to the Buyer of the appointment of such replacement Sellers' Representative, such substituted representative shall

be deemed to be the Sellers' Representative for all purposes of this Agreement and the other Transaction Documents.

(f) For the payment to the Sellers of the Purchase Price, the Sellers' Representative shall, on behalf of

all the Sellers, designate one single bank account in accordance with the terms of this Agreement, to be used by the Buyer for payment

or delivery of the aggregate amount owed to all of the Sellers under this Agreement. Payment of such amount to such account will unconditionally

and irrevocably release and forever discharge the Buyer from its respective obligation(s) vis-à-vis all Sellers, and the Buyer

shall have no obligation and not be liable whatsoever in respect of the distribution of such amount among the Sellers.

36/125

10.8 Relationship between the Sellers and the Buyer

No Seller shall be jointly and severally liable

with any of the other Sellers for any of the obligations undertaken by any of the Sellers pursuant to this Agreement, including, without

limitation, in connection with the adjustment pursuant to Section 2.4 or based on the indemnification obligations pursuant to Section 8.

Each Seller's liability under this Agreement, including based on the indemnification obligations pursuant to Section 8, or otherwise

shall be several (teilschuldnerisch), determined by reference to the Ownership Percentage.

10.9 Counterparts; Delivery by Electronic Transmission

This Agreement may be executed and delivered by

each Party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together

shall constitute one and the same Agreement. This Agreement and any other Transaction Document, and any amendments hereto or thereto,

to the extent signed and delivered by means of electronic signature or e-signature (irrespective of whether the relevant electronic signature

or e-signature has been issued by a provider recognized or accredited under applicable Law or not) or other electronic transmission (e.g.,

e-mail delivery in .pdf format or similar format), shall be treated in all manner and respects as an original contract and shall be considered

to have the same binding legal effects as if it were the original signed version thereof delivered in person.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement and any claim, controversy or dispute

arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the Parties hereunder, or

the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort or otherwise, shall be governed

by and construed in accordance with the substantive Laws of Switzerland, excluding the UN Convention on Contracts for the International

Sale of Goods, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of

the Laws of any jurisdiction other than Switzerland.

11.2 Dispute Resolution

Any dispute, controversy

or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall

be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force

on the date on which the notice of arbitration is submitted in accordance with those rules. The number of arbitrators shall be three.

The seat of the arbitration shall be Zurich. The arbitration proceedings shall be conducted in English. The law applicable to this

arbitration clause shall be Swiss law.

[Signatures on next page]

37/125

Executed as of the date written on the cover

page to this Agreement.

Parkview Invest AG

Name:

Function:

Please make one selection below:

¨ Accredited

Investor: The Seller is an "accredited investor" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 9 and has properly completed

and the Suitability Documentation attached as Annex 5.6 with an accredited investor

certification providing that such Seller is an "accredited investor".

¨ Non-U.S.

Person: The Seller is not a "United States person" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 10. If the Seller is also an "accredited

investor" and can make the representations for Accredited Investors set forth in Annex 7.1(a)(i) paragraph 10 ,

only the "Accredited Investor" box should be checked and the box for "Non-U.S.

Person should not be checked.

Address of residency:

¨ The

Seller cannot make any of the representations as set forth in Annex 7.1(a)(i) paragraph 9 or

10. Please contact Rita Sobral at rsobral@cooley.com.

Signature page to Project Bliss / Share Purchase Agreement

38/125

Executed as of the date written on the cover page to this Agreement.

Florentin

Coppey

Please make one selection below:

¨ Accredited

Investor: The Seller is an "accredited investor" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 9 and has properly completed

and the Suitability Documentation attached as Annex 5.6 with an accredited investor

certification providing that such Seller is an "accredited investor".

¨ Non-U.S.

Person: The Seller is not a "United States person" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 10. If the Seller is also an "accredited

investor" and can make the representations for Accredited Investors set forth in Annex 7.1(a)(i) paragraph 10 ,

only the "Accredited Investor" box should be checked and the box for "Non-U.S.

Person should not be checked.

Address of residency:

¨ The

Seller cannot make any of the representations as set forth in Annex 7.1(a)(i) paragraph 9 or

10. Please contact Rita Sobral at rsobral@cooley.com.

Signature page to Project Bliss / Share Purchase

Agreement

39/125

Executed as of the date written on the cover

page to this Agreement.

Pierre

Esseiva

Please make one selection below:

¨ Accredited

Investor: The Seller is an "accredited investor" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 9 and has properly completed

and the Suitability Documentation attached as Annex 5.6 with an accredited investor

certification providing that such Seller is an "accredited investor".

¨ Non-U.S.

Person: The Seller is not a "United States person" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 10. If the Seller is also an "accredited

investor" and can make the representations for Accredited Investors set forth in Annex 7.1(a)(i) paragraph 10 ,

only the "Accredited Investor" box should be checked and the box for "Non-U.S.

Person should not be checked.

Address of residency:

¨ The

Seller cannot make any of the representations as set forth in Annex 7.1(a)(i) paragraph 9 or

10. Please contact Rita Sobral at rsobral@cooley.com.

Signature page to Project Bliss / Share Purchase

Agreement

40/125

Executed as of the date written on the cover

page to this Agreement.

Matteo

Delbrück

Please make one selection below:

¨ Accredited

Investor: The Seller is an "accredited investor" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 9 and has properly completed

and the Suitability Documentation attached as Annex 5.6 with an accredited investor

certification providing that such Seller is an "accredited investor".

¨ Non-U.S.

Person: The Seller is not a "United States person" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 10. If the Seller is also an "accredited

investor" and can make the representations for Accredited Investors set forth in Annex 7.1(a)(i) paragraph 10 ,

only the "Accredited Investor" box should be checked and the box for "Non-U.S.

Person should not be checked.

Address of residency:

¨ The

Seller cannot make any of the representations as set forth in Annex 7.1(a)(i) paragraph 9 or

10. Please contact Rita Sobral at rsobral@cooley.com.

Signature page to Project Bliss / Share Purchase

Agreement

41/125

Executed as of the date written on the cover

page to this Agreement.

Matthieu

Girod

Please make one selection below:

¨ Accredited

Investor: The Seller is an "accredited investor" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 9 and has properly completed

and the Suitability Documentation attached as Annex 5.6 with an accredited investor

certification providing that such Seller is an "accredited investor".

¨ Non-U.S.

Person: The Seller is not a "United States person" and makes the representations

as set forth in Annex 7.1(a)(i) paragraph 10. If the Seller is also an "accredited

investor" and can make the representations for Accredited Investors set forth in Annex 7.1(a)(i) paragraph 10 ,

only the "Accredited Investor" box should be checked and the box for "Non-U.S.

Person should not be checked.

Address of residency:

¨ The

Seller cannot make any of the representations as set forth in Annex 7.1(a)(i) paragraph 9 or

10. Please contact Rita Sobral at rsobral@cooley.com.

Signature page to Project Bliss / Share Purchase

Agreement

42/125

Executed as of the date written on the cover

page to this Agreement.

908 Devices

Inc.

Name:

Kevin J. Knopp

Function:

CEO & Co-founder

Signature page to Project Bliss / Share Purchase

Agreement

43/125

Executed as of the date written on the cover page to this Agreement.

NIRLAB SA

Name:

Function:

Signature page to Project Bliss / Share Purchase Agreement

44/125

Project

Bliss / Share Purchase Agreement

Annex A – Individual

Holdings of the Sellers

Name of Seller

Jurisdiction

Number of

Shares Held

Type of Shares

Ownership Percentage

(approx.)

Florentin Coppey

Orsières, Switzerland

709,375

Registered shares

64.83%

Pierre Esseiva

Eclépens, Switzerland

78,125

Registered shares

7.14%

Matteo Delbrück

Zurich, Switzerland

64,063

Registered shares

5.85%

Parkview Invest AG

Basel, Switzerland

222,719

Registered shares

20.35%

Matthieu Girod

Fribourg, Switzerland

20,000

Registered shares

1.83%

45/125

Annex B – Individual

Holdings of the Option Holders

Name of Option Holder

Number of Options

Granted

Exercise

Price per Option

(in CHF)

Malik Beytrison (EMP-05)

2,000

1.00

Marcello Vanzulli (EMP-13)

5,000

1.00

Maurice Bleeker (EMP-06)

7,500

1.00

Florent Devillard (EMP-04)

2,500

1.00

Isabelle Radgen Morvant (EMP-08)

3,000

4.35

Viktoriia Sakun (EMP-11)

5,000

10.15

Adriano Pagano (EMP-09)

2,000

11.85

Angelos Apostolopoulos (EMP-10)

2,500

11.85

Baptiste Billardon (EMP-07)

2,250

16.85

Riccardo Voccio (EMP-14)

2,500

14.35

Megan Ross (EMP-15)

2,500

17.55

Total

36,750

---

46/125

Project Bliss / Share Purchase Agreement

Annex 1 – Definitions

1. Terms Defined in the Body of the

Agreement

Agreement Base Recurring Revenue

Allocation Statement

Applicable Share Price

Appraiser

Business Representations

Buyer

Buyer Indemnitees

Buyer Released Persons

Buyer Representations

Buyer Shares

Cash Consideration

Company

Component 2 Earn-out Amount

Confidentiality Agreement

Contaminants

103

Disclosure Documents

Disclosure Letter

Earn-out 1 Period

Earn-out Consideration

Earn-Out Notice of Objection

Employee Benefit Plans

118

Employee Contributions

Employee Shareholders

Estimates

Final Adjustment

Final Closing Accounts

Fundamental Representations

General Holdback Amount

Government Counterparty

Headline Price

Holdback Release Amount

Information Technology Assets

103

Insurance Policies

111

IRC

Material Contracts

108

Most Recent Fiscal Year End

Notice of Breach

Notice of Objection

47/125

Notified Employee Contribution Amounts

Notified Transaction Payroll Taxes

Option Cancellation Agreement

Option Settlement Payments

Option Settlement Taxes

Parties

Party

Preliminary Consideration

Proposed Adjustment

Proposed Closing Accounts

Proposed Earn-out Statement

Purchase Price

Qualifying Agreement

Qualifying Claim

Real Property Leases

105

Receivables

Released Claims

Releasors

Restricted Parties

Seller

Seller Indemnitees

Sellers

Sellers' Representative

State Act

Stock Consideration

Subsidiary

Subsidiary Shares

Target

Target Companies

Target Intellectual Property

Target Intellectual Property Agreements

Taxable Salary

Technical Deficiencies

103

Third Party Claim

Threshold Amount

2. Other Definitions

As used in this Agreement in capitalized form,

the following terms shall have the following meaning:

Accounts

Receivable means any trade accounts receivable, notes receivable, negotiable instruments and similar rights of the Target

Companies.

48/125

Accredited

Stockholder means a holder of Buyer Shares who either (a) has completed and delivered to the Company and Buyer at least

three (3) days prior to the Closing Date duly executed Suitability Documentation, in form and substance reasonably satisfactory to

Buyer, certifying that such holder of Buyer Shares is an "accredited investor" (as such term is defined in Rule 501(a) under

the Securities Act) or (b) is determined by Buyer in its sole discretion to be an "accredited investor" (as such term is

defined in Rule 501(a) under the Securities Act).

Action

means any action, complaint, suit, litigation or objection of any third party or any audit, litigation, arbitration, Order, injunction,

fine, subpoena, investigation or other proceeding by or before any Governmental Authority or arbitration tribunal.

Affiliate

means, with respect to the Person to which it refers, (a) a Person that exercises Control over a second Person, or is under Control

by it, or is under common Control by the same Person, (b) any officer, director or shareholder of such Person, (c) any parent,

sibling, descendant or spouse of such Person or of any of the Persons referred to in clauses (a) and (b), and (d) any corporation,

limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or

indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals.

Agreed

Exchange Rate means: (a) in respect of CHF to USD, 1.23; (b) in respect of EUR to USD, 1.16; and (c) in respect

of any other currency to USD, the applicable exchange rate as quoted on Bloomberg for March 31, 2026.

Agreement

means this share purchase agreement, including all of its Annexes and related documents.

Bug

means any and all bug, defect, or error (including any bug, defect, or error relating to or resulting from the display, manipulation,

processing, storage, transmission, or use of date data).

Business

Day means any day, other than a Saturday or a Sunday, on which commercial banks are open for business in Zurich, Switzerland,

and Burlington, Massachusetts, United States of America.

Cash

means the USD amount calculated in accordance with Annex 2.4.1.

CHF

means Swiss francs, being the lawful currency of Switzerland.

Closing

means the consummation of the transactions as described in Section 4.2.

Closing

Accounts means the consolidated financial statements of the Target Companies as at the Closing Date.

Closing

Date means the date of this Agreement, being the date on which the Closing actually occurs, as provided in Section 4.1.

means the Swiss Code of Obligations (Bundesgesetz betreffend die Ergänzung des Schweizerischen Zivilgesetzbuches (Fünfter

Teil: Obligationenrecht)).

49/125

Compensated

Party means the Party and other Persons (if any) to be compensated pursuant to Section 9, as the case may be.

Compensating

Party means the Party and other Persons (if any) subject to an obligation to compensate pursuant to Section 9, as the

case may be.

Consolidated

Financial Statements means the unaudited consolidated financial statements of the Company as of December 31, 2025

(the Most Recent Fiscal Year End), attached hereto as Annex 2.2.

Contaminants

means any and all "back door", "drop dead device", "time bomb", "Trojan horse", "virus",

or "worm" (as such terms are commonly understood in the software industry) or any other similar code.

Contract

means any oral or written contract, understanding, commitment, lease, license, purchase order, bid or other agreement.

Control

is deemed to exist if a Person (directly or indirectly) owns more than half of the voting rights or equity capital of a Person, or is

otherwise able to exercise a controlling influence over another Person.

Copyrights

means all transferable rights, titles and interests in works of any kind amenable to copyright protection, including, but not limited

to, registered copyright (if any), reports, studies, documents, files, computer programs, data bases, models, designs, plans, drawings

and the like.

Day-Count

Convention means a calculation of interest on the basis of a 365-day year.

Debt

means the USD amount calculated in accordance with Annex 2.4.1.

Disclosure

Letter means Annex 7.1(A), as delivered by the Sellers to the Buyer concurrently with the execution of this Agreement.

Domain

Names mean internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith registered

with or assigned by any domain name registrar, domain name registry or other domain name registration authority as part of an electronic

address on the Internet and all applications for any of the foregoing.

Environmental

Damage means any pollution of the soil, soil-air, leachate, ground water or any surface water, harmful substances on or in

buildings or other structures (e.g., asbestos), any underground structures or technical facilities or any parts thereof, warfare

agents or waste, as well as any contamination of the soil, and any substances or combination of substances that exist in or on any buildings

and that are considered hazardous or potentially harmful to the environment, in each case as specified in more detail in the applicable

ministerial or administrative regulations or technical standards.

Environmental,

Health, and Safety Requirements means all applicable Laws and Orders concerning public health and safety, worker and occupational

health and safety, natural resources and pollution or protection of the environment, including all those relating to the presence, use,

production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge,

release, threatened release, control, cleanup of or exposure to any hazardous substances, materials, or wastes, chemical substances, or

mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, fuel oil products and byproducts, mold,

asbestos, polychlorinated biphenyls, noise, or radiation.

50/125

Estimated

Net Debt means the estimate of Net Debt as established pursuant to Annex 2.3(a)(ii).

Estimated

Net Working Capital means the estimate of Net Working Capital as established pursuant to Annex 2.3(a)(ii).

Fairly

Disclosed means disclosed in sufficient detail to enable a reasonable buyer or its advisors, applying due care, to identify

the nature and scope of the facts, matters or circumstances so disclosed and assess the impact of such facts, matters or circumstances

on the Target Companies.

Final

Earn-Out Amount means, with respect to any earn-out component under Section 2.6, the amount finally determined to be payable

to the Sellers in accordance with Section 2.6 and Annex 2.4.1.

Final

Earn-Out Statement means, with respect to any earn-out component under Section 2.6, the statement setting forth the calculation

of the applicable earn-out amount that has become final and binding in accordance with Section 2.6 and Annex 2.4.1.

Final

Employee Contributions means the Employee Contributions as finally and bindingly established in accordance with Annex 2.4.1.

Final

Net Debt means the Net Debt as finally and bindingly established on the basis of the Final Closing Accounts.

Final

Net Working Capital means the Net Working Capital as finally and bindingly established on the basis of the Final Closing Accounts.

Final

Transaction Payroll Taxes means the Transaction Payroll Taxes as finally and bindingly established in accordance with Annex 2.4.1.

Financial

Debt with respect to the Target Companies means:

(a) indebtedness for borrowed money (whether short term or long term);

(b) indebtedness evidenced by notes, bonds or debentures;

drawn, other than instruments supporting or guaranteeing any obligations of the Target Companies;

(d) all unpaid income Taxes for the period up to the Closing Date, net of available Tax credits or refunds;

51/125

(e) all obligations for the deferred purchase price of goods, services, assets, securities or property (including

Tax-related payments, earnouts, holdbacks, seller notes, purchase price adjustments, royalties, or other similar payments (whether contingent

or otherwise), each calculated at the maximum potential amount payable);

(f) the outstanding principal amount and all other payment obligations of all leases that are required to

be classified as capital leases (excluding real estate leases);

(g) all interest rate, currency swap, futures Contracts, caps, collars, foreign currency exchange agreements

or other similar agreements or hedging arrangements;

(h) all obligations for all declared but unpaid dividends or distributions;

(i) all obligations for severance, defined benefit pension/post-termination or retiree health and welfare

benefits, deferred compensation obligations and a prorated portion of commissions and incentive compensation with respect to the period

prior to the Closing, whether or not accrued (in each case including the employer share of any payroll or similar Taxes payable with respect

to the foregoing);

(j) all obligations for all accrued but unpaid paid time off, vacation pay or other similar employee-related

liabilities, together with the employer share of any Taxes due thereon with respect to the period prior to the Closing, in each case to

the extent outside the ordinary course of business;

(k) all amounts owed or payable to affiliates of the Target Companies or to the Sellers;

(l) all amounts secured by an encumbrance (other than Permitted Liens) on the Target Companies' assets,

(m) all interest accrued until Closing with respect to any of the obligations referred to in clauses (a) through

(l) above; and

(n) all fees, premiums or prepayment penalties or similar charges or expenses relating to the prepayment of

any of the obligations referred to in clauses (a) through (l) above.

Financial

Statements means the Consolidated Financial Statements and the Statutory Financial Statements.

Governmental

Authority means any foreign, domestic, federal, territorial, supranational, national, state or local governmental authority,

quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization

or any regulatory, administrative or other body or agency, or any political or other subdivision, department or branch of any of the foregoing.

Indebtedness

means any financial indebtedness which is in the nature of borrowings.

52/125

Intellectual

Property Rights means all Swiss and foreign intellectual property, including, without limitation, rights arising from or in

respect of the following: (i) all inventions, claims contained in patent applications and issued or granted Patents, renewal applications,

and letters of patent granted with respect to any of the foregoing, Patents of addition, supplementary protection certificates, registration

or confirmation Patents and all reissues, re-examination and extensions thereof and any patent restoration or extension period granted

by a Governmental Authority; (ii) technology; (iii) all Copyrights (whether registrable or not), registration applications and

all related rights (including rights to computer programs); (iv) all rights in the nature of Copyright, moral rights and database

rights; (v) all designs and any registrations and applications therefor; (vi) mask works, mask work registrations and applications

therefor, and all other rights corresponding thereto; (vii) all rights in World Wide Web addresses, URL's and Domain Names and applications

and registrations therefor; (viii) all name and company name rights, Trademarks, trade names and logos, including registrations and

applications therefor and all goodwill associated therewith; and (ix) all rights in know-how, trade secrets and confidential information,

rights protecting reputation and goodwill, rights in preventing unfair competition.

Key

Persons means FC, MD, MG, Maurice Bleeker, Viktoriia Sakun and Marcello Vanzulli.

Law

means any domestic or foreign law, statute, ordinance, regulation, rule, code, treaty, order, judgment, writ, injunction, act, decree,

decision, ruling, award or other requirement having the force of law of any Governmental Authority, including common law.

Liability

means any obligation, commitment, contingency or liability of any nature whatsoever, whether direct or indirect, matured or unmatured,

liquidated or unliquidated, known or unknown, asserted or not asserted, absolute, accrued, contingent, fixed or otherwise, except that

there shall not be any liability under this Agreement in respect of any contingent liability unless and until such contingent liability

becomes an actual liability and is due and payable, and including, without limitation, any Losses.

Licenses

means all licenses, permits, registrations and government approvals of any kind or nature.

Lien

means any lien, charge, encumbrance, claim, deed of trust, easement, right of way, covenant, or security interest, including but not limited

to interests arising from options, warrants, pledges, mortgages, indentures, security agreements, transfer restrictions, proxy, encroachment,

rights of first refusal or rights of pre-emption, irrespective of whether such Lien arises under any agreement, covenant, other instrument,

the mere operation of statutory or other Laws or by means of a judgment, order or decree of any court, judicial or administrative authority,

and shall also mean any approval or consent required from a third party to the exercise or full vesting of a right or title.

Loss

means any and all Liabilities, damages, losses and of any kind, whether accrued, contingent or otherwise, including penalties and settlements,

Taxes, fines, interest, costs and expenses, whether or not involving a third party claim, and including reasonable costs and expenses

of legal and other advisers and agents in connection with any action, claim, judgment, adjudication or settlement. To calculate the Loss,

any net Tax cost incurred by the Buyer or any of its Affiliates (including the Target Companies) and any net Tax benefit actually realized

by the Buyer or any of its Affiliates (including the Target Companies) as a result of any indemnification payment hereunder shall be taken

into account.

53/125

Material

Adverse Effect means an event, change or occurrence, a fact, circumstance or event that occurs or arises which, either alone

or together with such other facts, circumstances or events, (x) has had or could have a material adverse effect on any of the Target

Companies or on the business, operations, results of operations, financial condition, assets (including intangible assets) or liabilities

of any of the Target Companies or (y) could materially impair or delay the ability of the Target Companies to consummate the transactions

contemplated by this Agreement; provided, however, that Material Adverse Effect shall exclude any changes resulting from (i) general

economic or industry conditions in the geographical areas in which the Target Companies operate, (ii) changes in law, (iii) pandemics,

and (iv) acts of war or terrorism, in each case, only to the extent it does not have a disproportionate effect on the Target Companies

and the business of the Target Companies, taken as a whole, relative to other participants in the industries or markets in which the Target

Companies operate.

Net

Debt means the USD amount calculated in accordance with Annex 2.4.1.

Net

Debt Threshold means negative USD 1,635,781 (US Dollars one million six hundred thirty-five thousand seven hundred eighty-one).

Net

Working Capital means the USD amount calculated in accordance with Annex 2.4.1.

Net

Working Capital Target Amount means USD 509,780 (US Dollars five hundred nine thousand seven hundred eighty).

OFAC

means the United States Treasury Department's Office of Foreign Assets Control.

Open Source Software

means any and all software that is distributed in source code form or as "open source software" or under a similar licensing

or distribution model (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla

Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun

Industry Standards License (SISL) and the Apache License).

Option

shall mean all issued and outstanding options (whether or not vested) to purchase or otherwise acquire shares in the Company.

Option

Holder shall mean any Person holding any Option that is outstanding immediately prior to the Closing.

Order

means any order, award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or verdict entered, issued, made or rendered

by any Governmental Authority or arbitrator.

Ownership

Percentage means, with respect to a Seller, a percentage equal to the proportion that the number of Shares sold or to be sold

by such Seller bears to the total number of Shares sold or to be sold by all Sellers as set forth in Annex A.

54/125

Patents

means all patents, industrial and utility models, industrial designs, petty patents, patents of importation, patents of addition, certificates

of invention and any other indicia of invention ownership issued or granted by any Governmental Authority, including all provisional applications,

priority and other applications, divisionals, continuations (in whole or in part), extensions, reissues, re-examinations or equivalents

or counterparts of any of the foregoing.

Permit

means any governmental or other mandatory license, franchise, approval, authorization, consent, exemption, waiver, registration,

certificate, clearance, accreditation, variance and similar right.

Permitted

Lien means (i) any Liens of landlords, carriers, warehousemen, workmen, repairmen, mechanics, materialmen and similar

Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money, and (ii) Liens arising

under worker's compensation, unemployment insurance, social security, retirement, and similar Laws for which adequate reserves have been

established in the Financial Statements.

Person

means any natural person and legal entity (under public and private law), legal association and partnership with and without legal personality,

corporation, institution and trust, government authority and any other legal entity (including sole proprietorships) engaged in commercial

activities.

Proposed

Earn-Out Amount means, with respect to any earn-out component under Section 2.6, the amount proposed by the Buyer to be

payable to the Sellers as set forth in the applicable Proposed Earn-out Statement.

Proposed

Earn-Out Statement means, with respect to any earn-out component under Section 2.6, the statement prepared by the Buyer

pursuant to Section 2.6.2(a) setting forth in reasonable detail the calculation of the Proposed Earn-out Amount and the underlying

metrics.

Recurring

Revenue means revenue of the Target Companies that is recognized or recognizable over time and includes:

(A) subscriptions, algorithms and

licenses that are recognized or recognizable over time: for reference see the following line accounts in the consolidated P&L accounts

of the Target Companies of December 31, 2025:

3203 Software Subscriptions (Term licence to NIRLAB mobile + web app

3205 Sales Maintenance and Support (Annual support / maintenance contracts)

3210 microNIR Rental (on subscription), limited however to hardware rental in bundle with subscription for

Swiss Police only

3220 NIRStore Licenses (Term licence to the NIRStore platform (host of the algorithms)

3221 Cannabis Algorithm (Term licence to the Cannabis identification algorithm)

55/125

3222 Polymer

Algorithm (Term licence to the Polymer algorithm)

3230 Narcotics Algorithm (Term licence to the

Narcotics identification algorithm); and

(B) services related to warranty

extensions and billable service on the relevant devices: for reference see the following line accounts in the consolidated P&L accounts

of the Target Companies of December 31, 2025:

3400

Revenues from Services

3410

Warranty Extensions,

in each case (i) measured and recognized

in accordance with U.S. GAAP and (ii) converted from the relevant currency into USD at the Agreed Exchange Rate. For the avoidance

of doubt, Recurring Revenue excludes one-time, non-recurring fees (including non-recurring implementation, installation, and training

fees), pass-through taxes, VAT or similar sales taxes, and is recorded net of customary and ordinary-course discounts, rebates, credits

and chargebacks.

Relief

means, unless the context otherwise requires, any loss, allowance, credit, deduction, exemption or set-off in respect of any Tax or relevant

to the computation of any income, profits or gains for the purposes of any Tax, or right to or actual repayment or refund of or saving

of Tax (including any repayment, supplement, fee or interest in respect of any Tax), which will (i) reduce the actual amount of Tax

owed by any Target Company, or (ii) result in an actual Tax benefit or an actual payment to any Target Company.

Representative

of a Person means such Person's directors, officers, managers, employees, agents, advisors, accountants, insurers, financing

sources, legal representatives and other representatives.

Sanctioned

Party Lists means (a) the list of sanctioned entities maintained by the United Nations, (b) the Specially Designated

Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identifications List, all administered

by the U.S. Department of the Treasury, OFAC, (c) the U.S. Denied Persons List, the U.S. Entity List and the U.S. Unverified List,

all administered by the U.S. Department of Commerce, (d) the consolidated list of Persons, Groups and Entities Subject to EU Financial

Sanctions, as implemented by the EU Common Foreign & Security Policy and (e) similar lists of sanctioned parties maintained

by other Governmental Authorities with regulatory authority over the Target Companies and their operations from time to time.

Sanctions

means those applicable trade, economic and financial sanctions, and export control laws, regulations, embargoes, and restrictive measures

(in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including the

Department of the Treasury, OFAC), (b) the European Union and enforced by its member states, (c) the United Nations, (d) His

Majesty's Treasury, or (e) other similar Governmental Authorities with regulatory authority over the Target Companies and their respective

operations from time to time.

56/125

Securities

Act means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated

thereunder.

Shareholders'

Agreement means the shareholders' agreement relating to the Company dated as of September 30, 2023, as amended on February 18,

2026.

Statutory

Financial Statements means (i) the audited statutory financial statements of the Company and (ii) the unaudited financial

statements of the Subsidiary, both as of the Most Recent Fiscal Year End, attached hereto as Annex 2.2.

Suitability

Documentation means the suitability questionnaire in the form set forth in Annex 5.6.

Target

Intellectual Property Rights means any and all Intellectual Property Rights related to the Target Companies' business, the

Target Products or the Target Software that are owned by or licensed to, or purported to be owned by or licensed to, a Target Company.

Target

Products means all products or services, including the Target Software, produced, manufactured, licensed, designed, developed,

sold, marketed, distributed, provided, used or performed by or on behalf of the Target Companies (together with any technology, software, Intellectual

Property Rights and other proprietary processes and data used with and in any such products and services).

Target

Software means any and all software of a Target Company (including firmware and other software embedded in hardware devices)

owned, developed (or currently being developed), used, marketed, distributed, licensed, or sold by a Target Company, but excluding any

third party software that is generally available on standard commercial terms and is licensed to a Target Company solely for internal

use on a non-exclusive basis.

Target

Technology means all Technology owned or purported to be owned by the Target Companies.

Tax

or Taxes means all tax liabilities, including income taxes (personal or corporate), capital taxes, stamp duties (both on the issuance

and on the transfer of securities), withholding taxes, value added taxes, real estate gains taxes, real estate transfer taxes, property

and land taxes, business taxes, custom duties, import taxes, payroll taxes (tax at source), any employer and employee social security

contributions (including, for the avoidance of doubt, the Swiss AHV/IV/EO/ALV) or payments of equivalent nature, unemployment,

pension or similar benefit contributions, and all other taxes, duties, levies or imposts payable to any competent Taxing Authority in

any jurisdiction, as well as any related interest, penalties, costs and expenses.

Tax

Authority means any Governmental Authority having jurisdiction over Tax Returns or assessment, determination, collection, or

other imposition of any Taxes.

Tax

Returns means all returns, declarations, reports, statements and other documents required to be filed by any Target Company

to any Tax Authority in respect of any Taxes, and the term Tax Return means any one of the foregoing Tax Returns.

57/125

Tax

Ruling means a tax ruling issued by the Tax Authority of the canton of Vaud (with respect to PE) or the canton of Zurich (with

respect to MD) that either (i) confirms that none of the payments to PE or MD under this Agreement qualify as Taxable Salary or (ii) to

the extent a portion of the payments under this Agreement qualify as Taxable Salary, define the actual Tax amount or underlying calculation

mechanism.

Technology

means all items related to, constituting, disclosing or embodying any or all of the following, including all versions thereof and all

technology from which such items were derived, including (i) works of authorship including computer programs, whether in source code

or in executable code form, architecture and documentation, (ii) inventions (whether or not patentable), technology, discoveries

and improvements, (iii) proprietary and confidential information, trade secrets and know how, (iv) databases, including customer

databases, data and customer compilations and collections, and customer and technical data, (v) methods and processes, and (vi) devices,

prototypes, designs and schematics.

the Sellers' Best Knowledge (or any similar expression, such as "to the best of the knowledge of the Sellers") means,

in connection with any statement in the Business Representations that is qualified by any such expression, the knowledge of anything of

which any of the Sellers or any Key Person who is not a Seller has actual knowledge or after due and careful inquiries, the knowledge

any of the Sellers or any Key Person who is not a Seller should have if he/she would have applied the diligence that can be reasonably

expected in view of his/her respective function in the Target Companies or the transactions contemplated by this Agreement.

Trademarks

means (i) trademarks, service marks, fictional business names, trade names, commercial names, certification marks, collective marks

and other proprietary rights to any words, names, slogans, symbols, logos, devices or combinations thereof used to identify, distinguish

and indicate the source or origin of goods or services; (ii) registrations, renewals, applications for registration, equivalents

and counterparts of the foregoing; and (iii) the goodwill of the Target Companies' business associated with each of the foregoing.

Transaction

Documents means this Agreement, the Disclosure Letter and any other document entered into or to be entered into pursuant to

this Agreement.

Transaction

Expenses means collectively: (i) any transaction bonuses, together with the employer portion of any payroll or employment

Taxes and any employer contributions arising from or required in connection with such payments, that are paid or payable by any Target

Company or which become due or are otherwise required to be made as a result of or in connection with this Agreement or the consummation

of the transactions contemplated by this Agreement, (ii) all brokerage fees, commissions, finders' fees or financial advisory or

banking fees, all legal, accounting, tax, consultant, audit or professional costs, fees and expenses or other transaction related costs,

fees, or expenses incurred or payable by any Target Company in connection with the transactions contemplated by this Agreement or in investigating,

negotiating, pursuing or completing the transactions contemplated hereby, (iii) all stay bonuses, sale bonuses, change of control,

termination or other compensatory payments (whether employment related or otherwise), retention payments or similar payments owing by

the Company or any other Target Company or payable as a result of or contingent upon the consummation of the transactions contemplated

by this Agreement, or severance or retirement payments payable under agreements or arrangements entered into by any Target Company prior

to Closing (in each case, plus the employer portion of any payroll or employment Taxes and any employer contribution resulting from, or

required to be made as a result of, any such payments), (iv) all other fees and expenses incurred by the Company or any other Target

Company in connection with the transactions contemplated by this Agreement, and (v) any payments to be made by a Target Company in

connection with the preparation of the transactions contemplated by this Agreement prior to Closing (including for the avoidance of doubt

the one-time lump-sum amount of CHF 250,000 (two hundred fifty thousand Swiss francs) due by the Company to the University of Lausanne

under the (new) license agreement dated April 29, 2026 entered into by and between the Company and the University of Lausanne).

58/125

Transaction

Payroll Taxes means the employer portion of any payroll, employment or similar Taxes (including social security) arising from

or in connection with any amounts payable under this Agreement to any of the Sellers or any amounts payable to any of the Option Holders

under the Option Cancellation Agreements, to the extent not included in the Option Settlement Taxes.

U.S.

GAAP means the generally accepted accounting principles in the United States as applied by the Buyer.

VAT

means value added tax.

3. Interpretation

(a) The words "hereof", "herein" and "hereunder", and words of similar import,

when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section,

Schedule and Annex references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural

forms of such terms.

of this Agreement, as if set forth in full herein.

(d) Any capitalized term used in any Annex or Schedule hereto, but not defined therein, shall have the meaning

assigned to it in this Agreement.

(e) Whenever the words "include", "includes", "including" or "in particular"

are used in this Agreement, they shall be deemed to be followed by the words "without limitation".

(f) References to "or" shall be deemed to be disjunctive but not necessarily exclusive (i.e.,

unless the context dictates otherwise, "or" shall be interpreted to mean "and/or" rather than "either/or").

The words "other" and "otherwise" are not to be construed as being limited by any words preceding them.

(g) If a period of time is specified as dates from a given day or the day of an act or event, it shall (unless

otherwise stated in Section 10.2), be calculated excluding that day and a reference to a time of day is (unless this Agreement expressly

states otherwise) a reference to the time in Switzerland.

59/125

(h) If provisions in this Agreement include English terms after which either in the same provision or elsewhere

in this Agreement German terms have been inserted in parentheses and/or italics, the respective German terms alone and not the English

terms shall be authoritative for the interpretation of the respective provisions.

60/125

Annex 2.2 – Financial

Statements

[separate

documents]

61/125

Annex 2.3(a)(ii) –

Establishment of the Estimated Net Debt and the Estimated Net Working Capital

Prior to Closing,

the Sellers' Representative has, upon due consultation with the Buyer, estimated in good faith the Net Debt and the Net Working Capital

as at the Closing Date (the Estimates) for purposes of calculating the Preliminary Consideration and delivered the Estimates

to the Buyer, together with reasonable documentation supporting the calculation of the Estimates. The Estimates established by the Sellers'

Representative shall be used for purposes of calculating the Preliminary Consideration (which shall, for the avoidance of doubt, be subject

to the adjustments pursuant to Section 2.4).

62/125

Annex 2.4.1

– Determination of Adjustments

1. Procedural Matters

(a) No later than sixty (60) Business Days following the Closing Date,

the Buyer shall deliver to the Sellers' Representative the Target's consolidated financial statements as at the Closing Date, established

in accordance with the manner described in clause 2 of this Annex 2.4.1 (the Proposed Closing Accounts, and upon becoming

final and binding in accordance with this Annex 2.4.1 the Final Closing Accounts), and determine based thereon the Final Net

Debt, the Final Employee Contributions, the Final Transaction Payroll Taxes and the Final Net Working Capital and the adjustments pursuant

to Sections 2.4.2 through 2.4.5 and this Annex 2.4.1 (the Proposed Adjustment, and upon becoming final and binding in

accordance with this Annex 2.4.1 the Final Adjustment). The Buyer shall procure that the Sellers' Representative and his advisors

are given access (during ordinary business hours) to the books and records of the Target as the Sellers' Representative may reasonably

request for the purposes of reviewing the Proposed Closing Accounts and the Proposed Adjustment.

(b) Unless the Sellers' Representative gives written notice (the Notice of

Objection) to the Buyer within twenty (20) Business Days following receipt of the Proposed Closing Accounts and the Proposed

Adjustment that he disagrees with any specific item of the Proposed Closing Accounts or the Proposed Adjustment, stating in such

notice in reasonable detail the reasons for the objections and including specific proposals for adjustment of each disputed item in the

Proposed Closing Accounts and the Proposed Adjustment, the Proposed Closing Accounts and the Proposed Adjustment shall be deemed final

and binding on the Parties for all purposes.

Business Days after the Buyer's receipt of the Notice of Objection. If the Parties are unable to do so, either Party may refer the matter

to KPMG, who shall select an experienced partner of its accounting department, or if KPMG is for any reason not in a position to serve

as an expert, to BDO, who shall select an experienced partner of its accounting department, and if BDO is for any reason not in a position

to serve as an expert, to a partner of an accounting firm to be agreed upon by the Parties, or, if the Parties cannot agree on a partner

of an accounting firm within thirty (30) Business Days after the Buyer's receipt of the Notice of Objection, an expert appointed

by EXPERTsuisse upon request by either the Buyer or the Sellers' Representative (the partner of the accounting firm or the expert appointed

in accordance with this clause 1(c) hereinafter referred to as the Appraiser).

(d) The Appraiser shall establish independently, on behalf of the Parties and on the terms set forth in this

Annex 2.4.1, and Sections 2.4.2 through 2.4.5, the Final Closing Accounts and the Final Adjustment. In so doing, the Appraiser

shall serve as an expert (Schiedsgutachter), as that term is defined in article 189 of the Swiss Code of Civil Procedure (Schweizerische

Zivilprozessordnung), and not as an arbitrator, and his or her determination of any subject matter falling within the scope of his

or her mandate shall be final and binding on the Parties, except in the event of a manifest error on the part of the Appraiser (in which

case the relevant part of his or her determination shall be void and the matter be remitted to the Appraiser for correction).

63/125

(e) The Parties shall procure that the Appraiser will be furnished with all documents and information relating

to the establishment of the Final Closing Accounts and the Final Adjustment as the Appraiser may reasonably request.

(f) The Appraiser shall determine only:

(i) whether the specific items of the Proposed Closing Accounts, the Final Employee

Contributions or the Final Transaction Payroll Taxes, as applicable, that are disputed by the Sellers' Representative in his Notice of

Objection are accurate and in accordance with this Annex 2.4.1 and Sections 2.4.2 through 2.4.5, and if not, what alterations

are to be made to the Proposed Closing Accounts, the Final Employee Contributions or the Final Transaction Payroll Taxes, as applicable,

in order to correct the relevant inaccuracy of any such specific item; and

(ii) based on the Final Closing Accounts, the Final Employee Contributions or

the Final Transaction Payroll Taxes, as applicable, established by the Appraiser in accordance with the above, the Final Adjustment in

accordance with this Annex 2.4.1 and Sections 2.4.2 through 2.4.5.

For the avoidance of doubt, the Appraiser

shall, where necessary for the above determinations, upon consultation, where required or considered appropriate by the Appraiser, of

an independent legal expert appointed by the Appraiser, decide over disputes by the Parties on legal questions in connection with the

establishment of the Final Closing Accounts and Final Adjustment, including, but not limited to, the proper construction and interpretation

of this Agreement.

(g) The Appraiser shall make his or her determination pursuant to clause 1(f) of this Annex 2.4.1

as soon as reasonably practicable, but no later than forty-five (45) Business Days from the date of his or her appointment.

(h) The procedure as determined by the Appraiser shall comply with the requirements of due process; in particular,

the Appraiser shall:

(i) give the Sellers' Representative and the Buyer a reasonable opportunity to make written and oral presentations

to him or her;

(ii) require that each of the Sellers' Representative and the Buyer provide the other with a copy of any written

presentations at the same time as they are made available to the Appraiser;

(iii) permit each of the Sellers' Representative and the Buyer to be present while oral submissions are being

made by the other Party or while evidence is gathered by the Appraiser, including meetings and discussions with the employees of the Company;

and

64/125

(iv) conduct the proceedings in English.

(i) Each Party and the Appraiser shall, and shall procure that its accountants,

assistants and other advisors shall, keep all information and documents provided to them pursuant to this Annex 2.4.1 confidential

and shall not use the same for any other purpose, except for disclosure or use in connection with the preparation of the Final Closing

Accounts, the Final Employee Contributions, the Final Transaction Payroll Taxes, the proceedings before the Appraiser or otherwise in

connection with the determination of the Final Adjustment.

(j) The Appraiser shall allocate the costs and expenses (including VAT) between

the Sellers and the Buyer in proportion to the Parties' relative success or defeat in the Appraiser determination (whereby such

success or defeat shall be measured against each Party's position in its initial submission to the Appraiser).

(k) Notwithstanding anything to the contrary in this Annex 2.4.1, the Buyer

and the Sellers' Representative may refer the matter to dispute resolution pursuant to Section 11.2 at any time before the

Buyer, the Sellers' Representative and the Appraiser have reached agreement on the terms of engagement of the Appraiser.

2. General Principles Applicable to the Closing Accounts

(a) The Proposed Closing Accounts and the Final Closing Accounts shall be drawn up:

(i) in accordance with the policies and practices set forth in this Agreement and this Annex 2.4.1;

(ii) so far as not inconsistent with the above, in accordance with the Swiss

Code of Obligations as such standards are applied pursuant to the accounting manual and the accounting principles, procedures and practices

adopted in the Consolidated Financial Statements, applied on a consistent basis (but with correctness prevailing over consistency).

(b) The (Proposed and Final) Closing Accounts shall be drawn up as at the Closing Date.

pursuant to Sections 2.4.2 through 2.4.5 and this Annex 2.4.1, the Final Net Debt and the Final Net Working Capital shall be

translated into USD pursuant to Section 6.4 using the Agreed Exchange Rate.

65/125

3. Computation of Net Debt

(a) So far as not inconsistent with clause 3(b) below, Net Debt shall mean the difference of the

following Cash and Debt items, each as shown in the Final Closing Accounts as established in accordance with this Annex 2.4.1:

Line Item in Consolidated Financial Statements

Caption

Total cash balances

(1000 accounts)

Less

Deferred revenue and accrued expenses

Acct 2300

Less

Deferred revenue from subscriptions

Acct 2301

(b) Amounts to be included within Cash and Debt by reference to line items referred to above shall be included

consistently with the accounting principles and practices adopted in the Consolidated Financial Statements, applied on a consistent basis

(but with correctness prevailing over consistency).

4. Computation of Net Working Capital

(a) So far as not inconsistent with clause 4(b) and clause 4(c) below, Net Working Capital

shall mean the aggregate sum of the following items, as shown in the Final Closing Accounts as established in accordance with this Annex 2.4.1:

Line Item in Consolidated Financial Statements

Caption

Accounts receivable from goods and services (Debtors)

Acct 1100

Less

Del credere (Acc. Depr. On debtors)

Acct 1109

Plus

Goods / Merchandise (Trade)

Acct 1200

Plus

Accrued revenue and deferred expenses (Accounts paid in advance)

Acct 1300

Plus

Produits a recevoir

Acct 1301

Less

Accounts payable from goods and services (Creditors)

Acct 2000

Less

Total other current liabilities

All the 2200 accts

(b) The computation of the Net Working Capital shall exclude items which are a direct consequence of the transactions

contemplated by this Agreement, including, without limitation, provisions or Liabilities for Taxes arising as a result of the Closing.

66/125

5. Computation of Employee Contributions and Computation of Transaction Payroll Taxes

The Final Employee Contributions and the Final

Transaction Payroll Taxes shall be calculated in accordance with the applicable withholding or contribution rates under applicable Law

on the basis of the Preliminary Consideration, as adjusted in accordance with Sections 2.4.2 through 2.4.5, and the Option Settlement

Payments with respect to the Preliminary Consideration.

67/125

Annex 2.6.5(b)(i)(i) – Quote to [***]

[separate

document]

68/125

Annex 2.6.5(b)(i)(ii) – Key Terms for

Quote to [***]

[separate

document]

69/125

Annex 3 – Allocation Statement

[separate

document]

70/125

Annex 4.2.1

– Closing Actions by the Sellers

(a) Each of the Sellers has individually delivered to the Buyer or its designated Affiliate(s):

(i) a copy of any power of attorney under which any of the actions referred

to in this Annex 4.2.1 are executed, including (if applicable) evidence reasonably satisfactory to the Buyer of the authority

of any Person signing on behalf of the respective Seller, attached hereto as Annex 4.2.1(a)(i);

(ii) duly executed assignment declarations, by which each Seller assigns its/his

respective Shares and all rights associated therewith to the Buyer, attached hereto as Annex 4.2.1(a)(ii);

(iii) any relevant documents evidencing ownership by the Company of all the Subsidiary Shares, attached hereto

as Annex 4.2.1(a)(iii); and

(iv) a duly executed U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, attesting that the executing

Seller is the beneficial owner of such Seller’s Shares and is not a "U.S. person" as defined in the instructions thereto,

attached hereto as Annex 4.2.1(a)(iv).

(b) The Sellers' Representative has delivered to the Buyer or its designated

Affiliate(s):

(i) a duly executed Option Cancellation Agreement from each Option Holder, attached hereto as Annex 4.2.1(b)(i);

(ii) [intentionally left blank]

(iii) originals of all corporate actions required under applicable Law and the

articles of association of the Company to approve (i) the transfer of the Shares from the Sellers to the Buyer and (ii) the

entry of the Buyer in the share register of the Company as owner of, and a shareholder with voting rights with respect to, the Shares,

attached hereto as Annex 4.2.1(b)(iii);

(iv) the Company's share register evidencing the Buyer as owner of, and a shareholder with voting rights with

respect to, the Shares, attached hereto as Annex 4.2.1(b)(iv);

(v) resignation letters in form and substance reasonably acceptable to the Buyer

from each member of the board of directors (or similar body) designated by the Buyer to the Sellers' Representative in writing

(e-mail sufficient) prior to the Closing, pursuant to which such member of the board of directors (or similar body) (i) declares

his, her or its resignation as of the Closing Date as a member of the board of directors (or similar body) and (ii) waives any rights

of any kind whatsoever he, she or it has against any of the Target Companies arising out of, in connection with, or relating to his or

her board membership, attached hereto as Annex 4.2.1(b)(v);

71/125

(vi) the minutes of the shareholders' meeting (or other corporate body, as appropriate) of each Target Company

confirming the election of the members of the board of directors (or similar body) designated by the Buyer to the Sellers' Representative

in writing (e-mail sufficient) prior to the Closing, attached hereto as Annex 4.2.1(b)(vi); and

(vii) evidence as to the termination (at no cost and without any remaining Liabilities owed by the Target Companies)

of all agreements between any Target Company, on the one hand, and the Sellers or any of their Affiliates, on the other hand, except for

the agreements set forth in Annex 4.2.15(b)(vii), attached hereto as Annex 4.2.1(b)(vii); and

(viii) upon receipt of the amounts set forth in Sections 2.3(a)(iv) through 2.3(a)(vi) and Section 2.3(a)(ix) and

the Notified Employee Contributions on the account of the Company designated by the Sellers' Representative, deliver to the Buyer a written

copy of the payment instruction given to the bank designated by the Sellers' Representative pursuant to Annex 4.2.2(d) pursuant

to which the above-mentioned amounts will be wired to the Company's bank account, as evidenced in Annex 4.2.1(b)(viii).

72/125

Annex 4.2.1(a)(i) –

Copy of Powers of Attorney

[separate

documents]

73/125

Annex 4.2.1(a)(ii) –

Assignment Declarations

[separate

documents]

74/125

Annex 4.2.1(a)(ii) –

Evidence of Ownership

[separate

documents]

The Sellers hereby confirm that the documents

attached hereto remain current and have not been altered or amended in any way since their issuance.

75/125

Annex 4.2.1(a)(ii) –

Forms W-8BEN or W-8BEN-E

[separate

documents]

76/125

Annex 4.2.1(b)(i) –

Option Cancellation Agreements

[separate

documents]

77/125

Annex 4.2.1(b)(iii) –

Corporate Actions for Transfer of Shares

[separate

documents]

78/125

Annex 4.2.1(b)(iv) –

Company's Share Register

[separate

document]

79/125

Annex 4.2.1(b)(v) –

Resignation Letters

[separate

documents]

80/125

Annex 4.2.1(b)(vi) –

Minutes of Shareholders' Meetings for Governance

[separate

documents]

81/125

Annex 4.2.1(b)(vii) – Evidence of Termination

of Related Party Agreements (except for the Surviving Related Party Agreements)

Termination agreement dated May 2, 2026 between

Parkview and the Company

82/125

Annex 4.2.1(b)(viii) – Written Copy

of Payment Instruction

[separate

document]

83/125

Annex 4.2.2 – Closing Actions by the Buyer

The Buyer has, or has caused its Affiliates to

complete the following:

(a) deliver to the Sellers' Representative a copy of any power of attorney under which any of the actions

referred to in this Annex 4.2.2 are executed, including evidence reasonably satisfactory to the Sellers' Representative of the authority

of any Person signing on behalf of the Buyer, attached hereto as Annex 4.2.2(a);

(b) deliver to the Sellers' Representative a written confirmation from the Buyer's bank certifying that the

payment of the Cash Consideration, net of the amounts set forth in Sections 2.3(a)(ii) through 2.3(a)(ix), to the Sellers by

wire transfer of immediately available funds to the respective account(s) designated by the Sellers' Representative, has been successfully

processed, as evidenced in Annex 4.2.2(b);

(or, if certificated, by delivery) in the records of the Buyer's transfer agent to the Sellers in accordance with the Ownership Percentage,

free and clear of Liens (other than applicable securities law transfer restrictions), subject to the legends and lock-up described in

Section 5.5 and the restrictions described in Section 2.6, as evidenced in Annex 4.2.2(c).

(d) deliver to the Sellers' Representative a written confirmation from the Buyer's bank certifying that the

payment of the amounts set forth in Sections 2.3(a)(iv) through 2.3(a)(vi) and Section 2.3(a)(ix) and the Notified

Employee Contributions to the Company by wire transfer of immediately available funds to the account of the Company designated by the

Sellers' Representative has been successfully processed, as evidenced in Annex 4.2.2(b); and

(e) deliver to the Company a notification regarding beneficial ownership to

the Shares and Subsidiary Shares as required by article 697j CO, attached hereto as Annex 4.2.2(e).

84/125

Annex 4.2.2(a) –

Copy of Powers of Attorney

[separate

documents]

85/125

Annex 4.2.2(b) –

Evidence of Flow of Funds

[separate

documents]

86/125

Annex 4.2.2(c) –

Evidence of Issuance of Stock Consideration

[separate

documents]

87/125

Annex 4.2.2(e) –

UBO Notifications

[separate

documents]

88/125

Annex 5.6

– Suitability Documentation

[separate

document]

89/125

Annex 7.1(a)(i) – Fundamental Representations

1. Due Authorization and Capacity

(a) Parkview

is duly incorporated and organized and validly existing under the Laws of Switzerland and

has the full corporate capacity, power and authority, to own or use its respective assets

and properties and to carry on its respective business as currently conducted.

(b) Each

Seller who is a natural individual is a resident of the jurisdiction set forth opposite

his name in Annex A.

Seller has the full capacity and authority, and has taken all actions and obtained all consents

and approvals (from spouses or otherwise), to execute this Agreement and the other Transaction

Documents to which such Seller is a party and to perform his or its respective obligations

under this Agreement or the other Transaction Documents to which such Seller is a party and

to consummate the transactions contemplated by this Agreement. The signatories acting on

behalf of Parkview are duly authorized.

(d) No bankruptcy, insolvency, judicial composition

or similar proceedings have been, or have been threatened to be, opened, commenced or applied

for under any law against the respective Seller or regarding the assets of the respective

Seller, and there are no circumstances which would require or justify the opening of or application

for such proceedings.

(e) The execution, delivery and performance of

this Agreement and the Transaction Documents to which it is a party was (i) if such

Seller is a natural individual, duly authorized by each Seller or (ii) if such Seller

is not a natural individual, duly authorized by all requisite corporate action of such Seller.

2. Organization and Qualification

(a) Each Target Company is duly incorporated and

organized and validly existing under the Laws of Switzerland. Each Target Company has the

full corporate capacity, power and authority to own or use its respective assets and properties

and to carry on its respective business as currently conducted.

(b) Annex 7.1(a)(i).2(b) contains

(i) a list of the board of directors, managers, management board and officers, as the

case may be, of each Target Company and (ii) correct and complete copies of the articles

of association and organizational documents, excerpts from the relevant commercial registers

and the share register and register of beneficial owners for each Target Company, each of

which is correct and complete. No Target Company is in default under or in violation of any

provision of its organizational documents.

3. Shares

(a) The share

capital of the Company is structured as set forth in Recital A.

90/125

(b) Each

Seller is the sole and unrestricted legal, record and beneficial owner of the Shares as set

forth opposite his or its name in Annex A, free and clear of any Liens.

as set forth opposite each Seller's name in Annex A have been duly authorized,

validly issued and in existence, fully paid up, not repaid and non-assessable, and constitute

all of the shares and other securities in the Company (except for the 36,750 Options).

(d) Except

for the 36,750 Options, there are no outstanding options, warrants, calls, puts, conversion

rights or other Contracts, commitments or rights of any kind relating to the sale, issuance,

voting, transfer or other disposal or the acquisition of any of the Shares or any other securities

of the Company. No Seller is party to any voting trust, proxy or other Contract with respect

to the voting of any of the Shares.

(e) The authorized,

issued and outstanding equity securities and quota capital of the Subsidiary is structured

as set forth in Recital C. The Company is the sole and unrestricted legal, record

and beneficial owner of the Subsidiary Shares, and the Subsidiary Shares are validly authorized,

issued and in existence, fully paid up, not repaid and non-assessable, free and clear of

any Liens, not subject to any transfer restrictions or pre-emption or similar acquisition

rights, not subject to any trust arrangements or sub-participations, and not subject to any

obligation to make further contributions. There are no outstanding options, warrants, calls,

puts, rights or commitments, or any other Contracts of any character relating to the sale,

issuance, voting or the granting of rights to acquire any of the Subsidiary Shares or any

other securities of the Subsidiary. There are no voting trusts, proxies or other Contracts

with respect to the voting of the Subsidiary Shares.

(f) No Target

Company owns shares or securities or has any other interest in any Person other than the

Subsidiary. No Target Company has undertaken to acquire any shares or securities or other

interest or to make any other or further investment, whether directly or indirectly, in any

Person (including the Subsidiary).

4. Validity

of the Agreement

(a) This

Agreement and the transactions contemplated hereunder constitute valid and binding obligations

of each Seller, enforceable against each Seller under applicable Law in accordance with its

terms, except to the extent that the enforceability may be limited by applicable insolvency

or other Laws affecting the enforcement of creditors' rights generally.

(b) The execution

and performance by each Seller of this Agreement and the Transaction Documents to which it

is a party and the consummation of the transactions contemplated hereunder and thereunder

does and will not (i) breach, violate or conflict with, if such Seller is not a natural

person, any provision of the organizational documents of such Seller, (ii) breach, violate

or conflict with any Contract or any applicable Law or Order to which such Seller is a party,

bound or subject, or (iii) conflict with, result in a breach of, constitute a default

under, result in the acceleration of, or create an event under any such Contract which would

give rise to any right of any Person or to any obligation of such Seller, and will not result

in the creation of any Lien on any assets of the Target Companies. All third-party notices,

consents, waivers and approvals required under any Contracts for the consummation of the

transactions and to preserve post-Closing rights and benefits of the Target Companies are

set forth in the Disclosure Letter, and upon Closing the Target Companies shall continue

to be permitted to exercise all rights thereunder without additional consideration other

than ongoing fees payable pursuant to their terms.

91/125

5. Transactions With Affiliated Parties

(a) None of the Sellers, nor any officer, manager,

partner or director of any Target Company nor, to the Sellers' Best Knowledge, any of the

Affiliates of any of the foregoing (other than the Target Companies):

(i) is party to any Contracts or arrangements

entered into between any of the Target Companies or which otherwise benefits any Target Company;

(ii) owns, directly or indirectly, any stock

or other ownership interest or investment in any Person that is engaged in the Company's

business or is a competitor, supplier, customer, lessor or lessee of any Target Company;

(iii) has any claim against or owes any amount

to, or is owed any amount by, any Target Company other than, with respect to any employee

of any Target Company, under any employment agreement, Employee Benefit Plan or similar agreement

or document;

(iv) has any interest in or owns any assets,

properties or rights (including any Contract) used in the conduct of the business of any

Target Company;

(v) has received from or furnished to any

Target Company any goods or services since the Most Recent Fiscal Year End, or is involved

in any business relationship with any Target Company.

(b) Except as expressly set forth in Annex 4.2.1(b)(viii),

all agreements between any of the Target Companies on the one hand and any of the Sellers

or any of their Affiliates on the other hand have been terminated prior to or effective no

later than as of Closing without any remaining liabilities owed by any of the Target Companies.

6. Broker's Fees

Except for the payments made by the Sellers to

Parkview for the provision of certain M&A advisory services, no Target Company nor any Seller has any obligation to pay, secure or

guarantee any broker's, finder's or transaction or similar fee or commission in connection with the execution or consummation of this

Agreement.

7. No Conflicts

(a) The

execution and performance by the Sellers of this Agreement and the Transaction Documents

and the consummation of the transactions contemplated by this Agreement and the Transaction

Documents does and will not: (i) violate or conflict in any respect with any provision

of the Target Companies' articles of association or organizational regulations or document,

(ii) breach, violate or conflict with any applicable Law or Order to which the Target

Companies are subject or to which any of the assets, properties or businesses of any Target

Company is subject or otherwise bound, except where the failure of any of the representations

and warranties contained in clause (ii) above to be true would not be material to the

Target Companies.

92/125

(b) Except as specifically set forth in this Agreement,

no notification, registration or filing is required to be made by any of the Target Companies

with, and no Permit is required to be obtained by any of the Target Companies from, any Governmental

Authority in connection with the execution of this Agreement or the consummation of the transactions

contemplated hereunder, which if not obtained is likely to be material to any of the Target

Companies or their business.

or proceedings pending or threatened against any of the Sellers or the Target Companies before

any court, arbitral tribunal or administrative board seeking to hinder the consummation of

the transactions contemplated by this Agreement.

8. No Insolvency

None of the Sellers or the Target Companies is

over-indebted, illiquid, insolvent or object of any debt moratorium, bankruptcy or similar proceeding or in the process of being dissolved.

There are no circumstances that are likely to give rise to any of the foregoing. None of the Target Companies is required to file for

any such proceedings under the Laws applicable to it.

9. Accredited Stockholder Investment

Representations

If a Seller holds Company Capital Stock and has

completed and delivered to the Company or Buyer duly executed Suitability Documentation certifying that such Seller is an Accredited

Stockholder, then the Seller hereby represents and warrants as of the date hereof, as to itself, himself or herself only, that each statement

in this Section 9 is true and complete in all respects.

(a) No Registration. The Seller understands

that the Buyer Shares issuable pursuant to this Agreement have not been registered under

the Securities Act, by reason of a specific exemption from the registration provisions of

the Securities Act, the availability of which depends upon, among other things, the bona

fide nature of the investment intent and the accuracy of Seller's representation as expressed

herein or otherwise made pursuant hereto.

(b) Investment Intent. Except for the distribution

of the Buyer Shares to its partners or members (if Seller is a venture capital, private equity

or other investment fund), the Seller is acquiring such Buyer Shares for investment for its

or his own account, not as a nominee or agent, and not with the view to, or for resale in

connection with, any distribution thereof, and the Seller has no present intention of selling,

granting any participation in, or otherwise distributing the same. The Seller does not have

any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer

or grant participation to such person or entity or to any third person or entity with respect

to any of the Buyer Shares it acquires in connection with the transactions contemplated by

this Agreement (other than, if the Seller is a venture capital, private equity or other investment

fund, pursuant to the terms of its limited partnership agreement, limited liability company

agreement or other organizational documents, including any "side letters" thereto

or similar agreements with its investors).

93/125

sufficient experience in evaluating and investing in securities of companies and acknowledges

that the Seller can protect its or his own interests. The Seller has such knowledge and experience

in financial and business matters so that the Seller is capable of evaluating the merits

and risks of owning the Buyer Shares.

(d) Speculative Nature of the Shares. The

Seller understands and acknowledges that ownership of the Buyer Shares is highly speculative

and involves substantial risks. The Seller can bear the economic risk related to owning the

Buyer Shares and is able, without impairing the Seller's financial condition, to hold the

Buyer Shares for an indefinite period of time and to suffer a complete loss of the value

of the Buyer Shares acquired by the Seller in connection with the Transactions.

(e) Opportunity to Discuss. The Seller

has had an opportunity to ask questions of, and receive answers from, the Buyer and its Representatives

concerning this Agreement, this Agreement and any Transaction Documents, and the transactions

contemplated hereby and thereby, and the Seller believes that it or he has received all information

the Seller considers necessary for deciding whether to accept the Buyer Shares as partial

payment of the consideration payable by the Buyer hereunder. The Seller acknowledges that

it or he is relying solely on its or his own counsel and not on any statements or representations

of the Buyer, or the Company or their respective Representatives for legal advice with respect

to this Agreement and any Transaction Documents, and the transactions contemplated hereby

and thereby, other than the representations and warranties of the Buyer pursuant to Section 7.2.

(f) Accredited Investor. The Seller is

an "accredited investor" within the meaning of Regulation D, Rule 501(a),

promulgated by the SEC under the Securities Act.

(g) Residency. The Seller has provided

the Buyer with its current address of residency.

(h) Rule 144. The Seller acknowledges

that any Buyer Shares that the Seller acquires in connection with the transactions contemplated

by this Agreement must be held indefinitely unless subsequently registered under the Securities

Act or an exemption from such registration is available. The Seller is aware of the provisions

of Rule 144 promulgated under the Securities Act which permit resale of restricted securities

subject to the satisfaction of certain conditions, which may include, among other things,

the availability of certain current public information about the Buyer; the resale occurring

not less than a specified period after a party has acquired the security to be sold; the

number of shares being sold during any three-month period not exceeding specified limitations;

the sale being effected through a "brokers' transaction," a transaction directly

with a "market maker" or a "riskless principal transaction" (as those

terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder); and the filing of a Form 144

notice, if applicable. The Seller acknowledges and understands that the Buyer may not be

satisfying the current public information requirement of Rule 144 at the time the Seller

wishes to sell the Buyer Shares that the Seller acquires in connection with the transactions

contemplated by this Agreement, and that, in such event, the Seller may be precluded from

selling such securities under Rule 144, even if the other applicable requirements of

Rule 144 have been satisfied. The Seller acknowledges that, in the event the applicable

requirements of Rule 144 are not met, registration under the Securities Act or an exemption

from registration will be required for disposition of any Buyer Shares that the Seller acquires

in connection with the transactions contemplated by this Agreement. The Seller understands

that, although Rule 144 is not exclusive, the SEC has expressed its opinion that persons

proposing to sell restricted securities received in a private offering other than in a registered

offering or pursuant to Rule 144 will have a substantial burden of proof in establishing

that an exemption from registration is available for such offers or sales and that such persons

and the brokers who participate in the transactions do so at their own risk.

94/125

(i) Legend. The Seller understands that

(i) the Buyer Shares constitute "restricted securities" under the Securities

Act, and may not be transferred absent registration under the Securities Act or an exemption

therefrom, and any such transfer shall be subject to compliance with applicable state securities

laws, and (ii) all Buyer Shares shall bear a legend or legends referencing restrictions

applicable to such shares under applicable securities laws and under this Agreement, which

legend shall state in substance:

"The securities evidenced by this

certificate have been issued and sold without registration under the Securities Act, or the securities laws of any state of the United

States (a "State Act") in reliance upon certain exemptions from registration under said acts. The securities evidenced

by this certificate cannot be sold, assigned or otherwise transferred within the United States unless such sale, assignment or other

transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable

State Act or (ii) exempt from, or not subject to, the Securities Act and each applicable State Act."

(j) Material Nonpublic Information. The

Seller hereby confirms that it or he is aware, and that its or his Representatives have been

advised, that the United States securities laws prohibit any Person who has material nonpublic

information about a company from purchasing or selling securities of such company or from

communicating such information to any other Person under circumstances in which it is reasonably

foreseeable that such Person may purchase or sell such securities.

10. Non-U.S. Persons Investor Representations

If a Seller checked the box entitled

"Non-U.S. Person" on the signature page to the Agreement, such Seller hereby represents that:

(a) The Seller is not a "U.S. Person"

(as defined under the Securities Act).

95/125

(b) The Seller has provided Buyer with its current

address of residency on the signature page to this Agreement.

for the account or benefit of any U.S. Person.

(d) The Seller is acquiring the Buyer Shares for

investment for its or his own account, not as a nominee or agent, and not with the view to,

or for resale in connection with, any distribution thereof, and the Seller does not have

any present intention of selling, granting any participation in, or otherwise distributing

the same. The Seller does not have any contract, undertaking, agreement or arrangement with

any person or entity to sell, transfer or grant participation to such person or entity or

to any third person or entity with respect to any of the Buyer Shares, if any, it or he acquires

in connection with the transactions contemplated by this Agreement.

(e) The Seller can bear the economic risk of holding

the Buyer Shares and is able, to hold the Buyer Shares for an indefinite period of time and

to suffer a complete loss of the Seller's investment.

(f) The Seller understands that the Buyer Shares

have not been, and will not be, registered under the Securities Act, by reason of a specific

exemption from the registration provisions of the Securities Act which depends upon, among

other things, the bona fide nature of the investment intent and the accuracy of the Seller's

representations as expressed in this Section 10.

(g) The Seller understands that the Buyer Shares

are "restricted securities" under applicable U.S. federal and state securities

laws and that, pursuant to these laws, the Seller must hold Buyer Shares indefinitely unless

they are registered with the U.S. Securities and Exchange Commission and qualified by state

authorities, or an exemption from such registration and qualification requirements is available.

The Seller acknowledges that neither the Buyer nor any of its Affiliates has any obligation

to register or qualify the Buyer Shares unless otherwise provided in this Agreement or any

stockholder agreements with the Buyer or one of its Affiliates.

(h) The Seller further acknowledges that if an

exemption from registration or qualification is available, it may be conditioned on various

requirements including, but not limited to, the time and manner of sale, the holding period

for the Buyer Shares, and requirements relating to the Buyer or one of its Affiliates which

are outside of the Seller's control.

96/125

Annex 7.1(a)(ii) – Business Representations

1. Financial Statements

(a) Annex

2.2 contains correct and complete copies of the Financial Statements. The Financial Statements

(and the balance sheets and income statements included therein, respectively) have been prepared

in accordance with the Swiss Code of Obligations and evaluation principles applied

on a basis consistent with that of preceding periods, are correct, complete and not misleading

and accurately represent the financial condition, results of operation and cash flow of the

Target Companies as of and for their respective dates and for the periods then ending.

(b) To the

extent that contingent Liabilities were not required to be included in the Liabilities reflected

on the balance sheet included in the Financial Statements, such Liabilities have been reflected

as below-the-line items on such balance sheet as required by the Swiss Code of Obligations

or otherwise adequately disclosed in the notes to the respective financial statements.

limitation to the foregoing:

(i) The Target Company does not have any Liabilities

(whether absolute, accrued or contingent), other than Liabilities (A) set forth in the

balance sheet included in the Financial Statements, and not discharged subsequent to the

Most Recent Fiscal Year End, or (B) Liabilities incurred by a Target Company subsequent

to the Most Recent Fiscal Year End, in the ordinary course of business and not discharged

since the Most Recent Fiscal Year End.

(ii) To

the Sellers' Best Knowledge, and except as included in the Financial Statements, the Company

does not have any material Liability that relates to or has arisen out of a breach of Contract,

breach of guarantee, warranty or tort or infringement by or against the Company or any claim

or lawsuit.

(iii) There

is no requirement for the Company to repay any COVID 19-related government subsidies.

(d) No Target Company has any Financial Debt or

is liable for any Financial Debt.

(e) All

notes and accounts receivable reflected on the Financial Statements, and all accounts

receivable of the Target Companies generated since the Most Recent Fiscal Year End (the Receivables),

constitute bona fide receivables resulting from the sale of inventory, services or other

obligations in favor of the Target Companies as to which full performance has been fully

rendered, and are valid and enforceable claims. All of the accounts receivable of the Target

Companies as of the Closing Date will, to the Best Knowledge of the Sellers, be current and

collectible, except to the extent any reserve for bad debts is included as a current liability

in the final calculation of the Net Working Capital. The Receivables are not subject to any

pending or threatened defense, counterclaim, right of offset, returns, allowances or credits,

except to the extent reserved against the accounts receivable. The reserves against the accounts

receivable for returns, allowances, chargebacks and bad debts are commercially reasonable

and have been determined in accordance with the Swiss Code of Obligations, consistently applied

in accordance with past custom and practice.

97/125

(f) The

accounts payable of the Target Companies reflected in the Financial Statements arose

from bona fide transactions in the ordinary course of business, and all such accounts payable

have either been paid, are not yet due and payable in the ordinary course of business, or

are being contested by the Target Companies in good faith.

2. Taxes

(a) The

Target Companies have timely filed all federal, cantonal, municipal and foreign income, information

and other Tax Returns that were required to be filed by a Target Company on or prior

to the Closing Date whether or not shown on a Tax Return. All such Tax Returns comply with

all applicable Laws and correctly reflect all facts regarding the income, business, assets,

operations, activities, status and other matters of or information regarding the Target Companies

required to be shown thereon. No issues have been raised by or are currently pending with

any Governmental Authority with respect to any such Tax Return.

(b) Each

Target Company has timely paid all Taxes imposed upon such Target Company or for which such

Target Company is or could be liable, whether to Governmental Authorities or other Persons,

with respect to all taxable periods or portions of periods ending on or before the Closing

Date, other than Taxes that are not yet due and payable and Taxes that are being contested

in good faith by such Target Company.

Taxes of each Target Company that are not yet due and payable or that are being contested

in good faith, have been reserved in full as Tax liability in the balance sheet included

in the Financial Statements, as adjusted for the passage of time through the Closing Date,

in accordance with all applicable Tax Laws.

(d) There are no re-assessments, reviews, audits,

disputes or litigation relating to Taxes pending or threatened against any of the Target

Companies, and, to the Sellers' Best Knowledge, no transaction or arrangement has been entered

into and no condition or fact or set of circumstances exists which could result in any such

re-assessment, review, audit, dispute or litigation. Without limiting the generality of the

foregoing, no deficiency or adjustment for any amount of Tax that has not been paid, settled

or otherwise resolved has been proposed or asserted in writing by any Governmental Authority

against any of the Target Companies.

(e) No waivers

of statutes of limitation with respect to the Taxes or Tax Returns of a Target Company have

been given by or requested from a Target Company.

(f) No claim

has ever been made in writing, or otherwise toward any Target Company by any Governmental

Authority in a jurisdiction where a Target Company does not file Tax Returns that a Target

Company is or may be subject to taxation by that jurisdiction. No Target Company is subject

to taxation in a jurisdiction other than a jurisdiction where a Target Company files Tax

Returns and no Target Company has a permanent establishment within or outside of Switzerland.

98/125

(g) All Taxes

required to be withheld or collected by each Target Company, including Taxes arising as a

result of payments to Persons for services rendered to a Target Company, have been properly

withheld and collected and, to the extent required, have been paid to or deposited with the

appropriate Governmental Authorities as required by applicable Laws, and each Target Company

has maintained complete, correct and up-to-date records that comply with all applicable Tax

Laws with respect to such withholdings or collections.

(h) No Target

Company is a party to or bound by any tax indemnity agreement, tax sharing agreement, tax

allocation agreement or any similar arrangement for the sharing of Tax liabilities or benefits.

(i) No Target

Company is liable to pay, reimburse or indemnify any Person (including a Tax Authority) in

respect of the Tax liability of any other Person, whether or not as a consequence of such

third person failing to discharge such liability.

(j) Each Target Company is and has at all times

been in compliance will all applicable Laws and all applicable orders relating to Taxes,

including for the reporting, withholding, collection and payment of Taxes and requirements

pertaining to transfer pricing rules and regulations, and no Target Company has been

involved in any tax motivated transaction where the avoidance or deferral of Taxes was the

sole or main benefit to the transaction.

(k) All related party transactions entered into

between the Target Companies, on the one hand, and the Sellers or their respective Affiliates,

on the other hand, are and have been at arm's length terms.

(l) All tax rulings obtained or filed by the Target

Companies are attached hereto as Annex 7.1(a)(ii).2(l).

(m) Each Target Company has in its possession,

under its control or access to all records, invoices and other information which any Target

Company is reasonably required to keep for Tax purposes, or which would be needed to substantiate

any claim made or position taken in relation to Tax by the relevant Target Company and all

such records, invoices and information are complete, true and correct in all material respects.

(n) No Target Company has elected to be treated

other than as a corporation for United States federal income tax purposes, and no such election

is pending.

(o) No Target Company owns any interest in "United

States property" within the meaning of Section 956 of the United States Internal

Revenue Code (the "IRC") or "United States real property" within

the meaning of Section 897 of the IRC.

(p) No Target Company will be required to include

any item of income after the Closing Date attributable to any deferred revenue or prepaid

amount received on or prior to the Closing Date.

99/125

3. Assets

The Target Companies

have good and valid title to, or a valid right secured by Contract or otherwise to use, all of the properties and assets (tangible and

intangible) used by or beneficial to the Target Companies in the conduct of their business and all of the assets included in the balance

sheet contained in the Financial Statements, in each case free and clear of all Liens. The assets, properties and rights of the Target

Companies include all of the assets, properties and rights that are used in the operations as currently conducted consistent with past

practice, are adequate to conduct their business as currently conducted, and will be adequate to enable the Buyer to continue

to conduct the business as currently conducted. The assets of the Target Companies are in good operating condition and repair, normal

wear and tear excepted, are suitable for the uses intended therefor, are, to the Sellers' Best Knowledge free from any latent defects

and have been maintained in accordance with normal industry practice. No material assets, services or rights necessary to conduct such

business are held by the Sellers or their Affiliates (other than the Target Companies).

4. Intellectual Property Rights

(a) Each

of the Target Companies either owns exclusively or licenses pursuant to valid and binding

license agreements all Intellectual Property Rights, including the Target Intellectual Property

Rights, used in the conduct and operation of its business, including for the performance,

development, design, manufacture, production, sale, distribution, commercialization, exploitation

and use of the Target Products (the Target Intellectual Property). The Disclosure

Letter sets forth (i) a complete and accurate list of all of the following that are

owned, filed in the name of, or applied for, by any Target Company with a Governmental Authority

or domain name registrar as of the date hereof: (A) issued Patent and pending Patent

applications; (B) registered Trademarks and applications therefor; (C) registered

Copyrights and applications therefor; and (D) Domain Names, including for each item,

the name of the recorded owner or registrant of record, applicable jurisdiction, status,

application and registration number (if applicable), and date of application or registration

(if applicable); and (ii) all licensed Target Intellectual Property, including licenses

for open source software.

(b) Except

as disclosed in the Disclosure Letter, none of the Target Companies is a party to or bound

by any agreement or license for use of third party Intellectual Property Rights (other than

licenses for software that may be purchased over-the-counter) or entitling any third party

to use any Target Intellectual Property (the Target Intellectual Property Agreements).

None of the Target Companies has received notice from any Person inviting a Target Company

to take a license under any Intellectual Property Right.

owned Target Intellectual Property was created by individuals who, at the time of its creation,

were employed by any of the Target Companies and while working within the scope of the duties

of their respective employments, except for the third party contractors and consultants identified

in the Disclosure Letter who have assigned to the Company all of their right, title

and interest in and to the owned Target Intellectual Property created by them pursuant to

the agreements identified opposite their names in such Section of the Disclosure Letter.

100/125

(d) No Target Intellectual Property is owned or

possessed by any of the Sellers, their Affiliates (other than the Target Companies) or any

of the Sellers' or such Affiliates' directors, officers or employees or any director, officer

or employee of any Target Company. Any Target Company has fulfilled all its obligations concerning

employee inventions and designs, and there are valid, enforceable and written contracts in

place regarding the transfer and assignment (to the fullest extent possible under applicable

law) to a Target Company of the exclusive right to, and regarding remuneration for, all Target

Intellectual Property Rights (including but not limited to Copyrights and inventions) created

by any employee of any Target Company.

(e) There

are no facts or circumstances existing that could render any owned Target Intellectual Property

or, to the Sellers' Best Knowledge, any Target Company's rights to use any licensed Target

Intellectual Property invalid or unenforceable. Without limiting the generality of the foregoing,

(i) the registered owned Target Intellectual Property is valid and subsisting and all

application and renewal fees and other amounts due have been paid, (ii) all documents

necessary for the registration and renewal of the registered owned Target Intellectual Property

have been timely filed, (iii) all applications with respect to applied for but not yet

registered owned Target Intellectual Property are pending in good standing, (iv) no

re-examinations or oppositions are pending or, to the Sellers' Best Knowledge, threatened

with respect to any registered owned Target Intellectual Property or any pending applications

for registration, and (v) all licenses, fees and royalties due and payable for the Company's

use of the licensed Target Intellectual Property have been duly and timely paid.

(f) None of the Target Companies has (i) transferred

or assigned ownership of any Target Intellectual Property that was, at the time of transfer

or assignment, material to any Target Company; (ii) granted any exclusive license of

or exclusive right to Target Intellectual Property; (iii) authorized or agreed to joint

ownership of Target Intellectual Property; or (iv) permitted any Target Company's rights

in any Intellectual Property Rights to lapse or enter the public domain.

(g) Except

as disclosed in the Disclosure Letter, none of the Target Companies has withdrawn or permitted

to lapse any application for registration of any owned Target Intellectual Property

and no application for registration of any owned Target Intellectual Property has been rejected

or denied by any appropriate official office (e.g., patent or trademark office or

agency of any government or supra-national body or organization).

(h) Except

as disclosed in the Disclosure Letter, none of the Target Companies is required to pay royalties

or make any other payments to any third party for the use of any owned Target Intellectual

Property.

(i) All

Target Intellectual Property that is not licensed Intellectual Property Right is owned exclusively

by any of the Target Companies, free and clear of any and all Liens. Without limiting the

generality of the foregoing, there are no restrictions on the disclosure, use or transfer

of the owned Target Intellectual Property and no owned Target Intellectual Property

is subject to any judgment, injunction, order, decree or agreement restricting the use thereof

by any of the Target Companies.

101/125

(j) Each

of the Target Companies has taken all commercially reasonable actions necessary to maintain

and protect the owned Target Intellectual Property and has taken all reasonable steps in

accordance with normal industry practices to maintain the confidentiality thereof. Without

limiting the generality of the foregoing, no owned Target Intellectual Property has

been disclosed other than to Persons who are either bound by a duty of confidence pursuant

to applicable Law or a written non-disclosure agreement having terms and conditions customary

for the industry in which the Target Companies operate. To the Sellers' Best Knowledge, no

Person has violated or is in breach of the use, confidentiality or non-disclosure restrictions

of any such non-disclosure agreement.

(k) To the Sellers' Best Knowledge, no person

has infringed, misappropriated or otherwise violated any owned Target Intellectual Property.

No claim has been made by any of the Target Companies, and no action, suit, investigation

or proceeding has been initiated by any of the Target Companies before any Governmental Authority,

involving or alleging that a third party has infringed, misappropriated or otherwise violated

any owned Target Intellectual Property.

(l) The operation of the business of the Target

Companies as currently conducted and as proposed to be conducted does not infringe, misappropriate

or otherwise violate any Intellectual Property Right of any third party. No claim has been

received by any of the Target Companies, and no action, suit, investigation or proceeding

is pending or threatened against any of the Target Companies before any Governmental Authority,

involving or alleging that the use of the Target Intellectual Property or the development,

sale, distribution or use of any Target Products infringes, misappropriates or otherwise

violates any Intellectual Property Right of any third party.

(m) Neither this Agreement nor the transactions

contemplated hereby will result in, or give any other Person (other than the Buyer and its

Affiliates) the right or option to cause, pursuant to any contract to which any of the Target

Companies is a party: (i) a loss of, or imposition of any Lien on, any Target Intellectual

Property; (ii) any Person being granted rights or access to, or the placement in or

release from escrow, of any technology, including Company source code; (iii) any of

the Target Companies granting or assigning to any Person any right in or license to any Target

Intellectual Property; (iv) any of the Target Companies being bound by, or subject to,

any non-compete or other contractual restriction on the operation or scope of its business;

(v) the termination or material alteration of any of the Target Companies' right in

or to any Target Intellectual Property; or (vi) any of the Target Companies being obligated

to pay any royalties or other amounts to any Person in excess of those payable by any of

the Target Companies prior to the Closing Date.

(n) None

of the Target Companies has participated in any standards-setting process or made or undertaken

any commitment or obligation to license, or offer to license, any Target Intellectual

Property as a result of or in connection with its participation in any standards-setting

process.

(o) Each

Target Company has undertaken all actions reasonably necessary to protect the confidentiality

of its source code and other non-binary software code and to comply with the requirements

binding on it under any open-source licenses. None of the Target Companies has provided or

is under any obligation to provide any source code or other non-binary software code to any

third party, whether for escrow, due to compliance with open source licenses or otherwise.

102/125

(p) The Disclosure Letter set forth a complete

and accurate list of all open source software that has been used in, incorporated into, integrated

or bundled with any Target Products distributed by or on behalf of any of the Target Companies,

and for each such item of open source software: (i) the name and version number of the

open source software; (ii) the name and version number of the applicable license; (iii) for

any copyleft license (such as the GNU General Public License), the manner in which such open

source software is used in, incorporated into, integrated or bundled with any Target Products

(including, as applicable, the manner and extent to which such item of open source software

interoperates with any Target Products, such as by static or dynamic linking, inheritance,

pipes, files, APIs, function calls, etc.); (iv) whether such open source software

was modified by or on behalf of any of the Target Companies; and (v) whether such open

source software was distributed by or on behalf of any of the Target Companies. Each Target

Company is in compliance with all licenses for open-source software used by such Target Company,

including all license notice requirements. None of the Target Companies uses, has used or

does currently plan to use any open source software or any modification or derivative thereof

in a manner that would condition the license governing such open source software on any of

the Target Companies' making available, in source code form or under the terms of any such

open source license, any portion of Target Products that was developed by or for any of the

Target Companies, or that is owned or purported to be owned by any of the Target Companies.

(q) Except

as disclosed in the Disclosure Letter, no government funding, facilities or resources

of any government, university, college, other educational institution, multi-national, bi-national

or international organization or research center was used in the development of the Target

Intellectual Property Rights. No Governmental Authority has any rights to any Target Intellectual

Property Rights.

(r) The Disclosure Letter lists for each item

of registered Intellectual Property: owner, jurisdiction, application/registration numbers,

filing and issuance/registration dates, prosecution status, and for domain names, renewal

dates and registry information; and any formal actions required within 90 days after Closing

(including fees and filings).

(s) No

Target Company is or has been a member, promoter or contributor to any standards body that

requires it to license any Target Intellectual Property to third parties, nor is any Target

Company party to any Contract requiring the grant of licenses to standards-essential

technology.

(t) The

Target Companies have provided correct and complete copies of each standard form of agreement

used in the business, including (as applicable) employee/contractor IP assignment and confidentiality

forms, nondisclosure agreements, trial/evaluation agreements, non-negotiated customer

against all parties thereto, and no Target Company has received notice of any breach or default

thereunder.

103/125

5. Information Technology Assets

(a) The

computer systems, communication systems, software and hardware (the Information

Technology Assets) used in the conduct and operation of the Target Companies' business

are owned, licensed to or otherwise lawfully held and used by any of the Target Companies.

(b) The

Information Technology Assets are reasonably adequate for the current requirements

of the Target Companies' business and are supported by necessary and adequate maintenance

and support services.

licenses to the software assets, including but not limited to any open-source software, included

in the Information Technology Assets that is part of the Target Products, or that

is used to develop, maintain or provide the Target Products will not restrict or in any other

way be affected by the transactions contemplated by this Agreement.

(d) The

hardware assets included in the Information Technology Assets used in the conduct and operation

of the Target Companies' business have no material defects and are in reasonable good

operating condition, ordinary wear and tear exempted, and have been reasonably maintained.

(e) Each

Target Company has commercially adequate procedures to prevent unauthorized access to and

the introduction of viruses or other malware into the Information Technology Assets and for

the taking and storing of back-up copies of the software and data kept and processed in the

Information Technology Assets.

(f) Neither

the Target Products nor the Information Technology Assets contain or have ever contained

any virus, Trojan horse, worm, or other software routines or hardware components designed

to permit unauthorized access, to disable, erase, or otherwise harm software, hardware or

data (collectively, the Contaminants). There are, and for the past three (3) years

have been, no material defects, technical concerns or problems in any of the Target Products

that would prevent the same from performing substantially in accordance with their user specifications

or functionality descriptions (collectively, the Technical Deficiencies). None of

the Target Companies has received any complaints from any customers related to any Contaminants

or Technical Deficiencies.

6. Data Protection

(a) Each

Target Company has all necessary rights, and permissions, consents or authorizations as required

under, and has at all times complied in all material respects with all relevant legal requirements

and applicable Laws in connection with the processing, collection, use, transfer, disclosure

and protection of personal data of any individuals, including but not limited to each Target

Company's employees, independent contractors and customers, and this Agreement and the consummation

of the transactions hereunder will not conflict with, or result in any violation or breach

of, or default by any Target Company.

(b) Each

Target Company obtains and has obtained prior consent for any cookies or tracking technologies

implemented in connection with Target Products as required by applicable Law. None of the

Target Companies currently processes or has ever in the past processed special categories

of information or sensitive data, including health or medical information, any credit card

information, credit scores, financial account information, social security numbers other

than those of its employees as required under applicable Laws, or any information regarding

anyone that is a minor.

104/125

or permitted the transfer of personal data originating in Switzerland or outside Switzerland,

except where such transfers have complied with the requirements of applicable Laws.

(d) None of the Target Companies has been subject

of any inquiry, proceeding, formal order or audit by any Governmental Authority regarding

processing, collection, use, transfer, disclosure and protection of personal data of any

individuals, including but not limited to any of the Target Companies' employees, independent

contractors and customers, and there is no such threatened inquiry, proceeding, formal order

or audit.

(e) No breach,

security incident, ransomware attack, denial of service attack or violation of any data security

policy in relation to any personal data held by any of the Target Companies has occurred

or is threatened, and no circumstance has arisen in which applicable data protection Law

would require any of the Target Companies to notify a Governmental Authority or any other

Person of a data security breach, security incident or violation of any data security policy.

None of the Target Companies nor any third party acting at the direction or authorization

of such Target Company has paid (i) any perpetrator of any data breach incident or cyber-attack

or (ii) any third party with actual or alleged information about a data breach incident

or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator

or other third party.

7. Licenses; Regulatory Matters

(a) Each

Target Company possesses all Licenses that are required in order for the Target Companies

to conduct the Target Companies' business as currently conducted. All of these Licenses

are valid and in full force and effect and no License will expire before the third anniversary

of the date thereof.

(b) The Licenses do not unexpectedly or otherwise

unduly restrict the business or operations of the Target Companies.

Target Company has complied with, is in compliance with, and has at all times operated the

Target Companies' business and maintained its assets in compliance with, all terms

and requirements of each of these Licenses and all Laws.

(d) Neither the execution of this Agreement, nor

the consummation of the transactions contemplated hereby, will cause any termination, revocation,

non-renewal, suspension or modification of any License.

(e) No Target Company has received any notification

from any Governmental Authority or other Person alleging any violation of any License by

such Target Company. No event has occurred or circumstance exists that (with or without notice

or lapse of time) may contravene, conflict with or result in a violation or breach of, or

give any Person the right to cancel, terminate, revoke or modify any of these Licenses. There

are no proceedings pending or threatened against a Target Company to cancel, terminate, revoke

or modify any License.

105/125

8. Real Property

(a) No Target Company owns any real property.

(b) The

Disclosure Letter contains a complete and accurate list and summary description of (i) all

real property leased by each of the Target Companies and (ii) all real property leased

by any or all of the Sellers and used in connection with the Target Companies' business

(the Real Property Leases).

any undisclosed amendments, side agreements, or oral arrangements.

(d) No Target Company is in default of its lease

obligations to the respective landlord.

(e) No party to any Real Property Lease has given

written notice of termination or made a claim or given notice with respect to any material

breach or material default under such lease, and all such written leases are valid, binding

and in full force and effect.

(f) All options

in favor of the Target Companies to extend the terms of the leases or to purchase the real

property, if any, are valid, binding and in full force and effect. The Real Property Leases

constitute all real property and improvements leased by a Target Company.

9. Major Customers and Major Suppliers

(a) The

Disclosure Letter sets forth the ten largest suppliers (by spend) and the ten largest customers

(by recurring revenue) for the years ended December 31, 2024 and December 31, 2025.

(b) No

customer having purchased USD 50,000 (US Dollars fifty-thousand) or more of goods

or services from the Target Companies and no supplier from whom the Target Companies

have purchased USD 50,000 (US Dollars fifty-thousand) or more of goods or services,

in each case, during any of the years ended December 31, 2024 or December 31, 2025,

has indicated that such Person intends to terminate its business relationship with the Target

Companies (where it has not already ended) or that it intends to limit or alter its relationship

with the Target Companies in any material respect (including with respect to pricing, volume

or other terms of purchase). None of the Sellers has knowledge of any past or present fact,

situation, circumstance, status, condition, occurrence, event or transaction that could reasonably

be anticipated to cause or result in the termination, limitation or alteration of the relationship

between any such customer or supplier and the Target Companies. No officer, director or manager

of a Target Company has any ownership interest in any competitor, supplier, or customer of

a Target Company (other than ownership of securities of a publicly-held corporation of which

such Person owns, or has real or contingent rights to own, less than one percent (1%)

of any class of outstanding securities) or any property used in the operation of the Target

Companies' business. No Target Company has granted any "most favored nation" or

similar pricing or terms commitments to any customer or supplier, except as set forth in

the Disclosure Letter.

106/125

the Target Companies, none of the Sellers nor any of their respective current or former Representatives

has, directly or indirectly (i) engaged in any fraud or other scheme to deceive any

customer or vendor of a Target Company or any other Person with whom a Target Company does

business; or (ii) made any bribe, kickback or other unrecorded payment to any Person

seeking to influence any action or inaction by such Person, or to obtain favorable treatment

in securing business or other special concessions from such Person or the business or government

that such Person represents or that employs such Person, or to obtain any illegal payments

or other consideration from such Person or the business or government that such Person represents

or that employs such Person. Without limiting the generality of the foregoing, no Target

Company has directly or indirectly made or agreed to make (whether or not such payment is

lawful) any payment to obtain, or with respect to, sales other than usual and regular compensation

to its employees and sales representatives with respect to such sales.

10. Employment

(a) No employee

of any Target Company has a notice period longer than three (3) months, nor is

there any termination compensation payable for termination on due notice that would exceed

the equivalent of three (3) months' salary. All employment agreements are entered

into on terms and conditions substantially in accordance with those described in the Disclosure

Letter or the employment agreements attached thereto. There are no material salary increases

resolved but not yet implemented. There are no employment or benefit agreements, plans or

arrangements entitling the employee to severance or other payments upon a change of control

of the Target or any Target Company. There are no outstanding loans between a Target Company

and any of its employees.

(b) As of

the date hereof, none of the Key Persons has given notice to terminate his or her employment

agreement, nor has notice to terminate been given by any of the Target Companies. No amendment

to the terms and conditions on which such Key Persons have been engaged (including remuneration

and ancillary fringe benefits) has been made since December 31, 2025. No Key Person

of the Target Companies intends to terminate employment with the Target Companies prior to,

at or following the Closing.

Companies have fully complied with all obligations arising out of collective bargaining agreements,

in particular any social plans (Sozialpläne). There have not been any disputes

with, nor are threatened any disputes with any Governmental Authority, any works council

or other employee representatives. There have not been, nor are threatened any strikes, work

stoppages or similar disputes between any of the Target Companies or the Sellers and

any of the employees in connection with their employment in the Target Companies. No mass

dismissals, in particular those which would give rise to any notification to public, governmental

or self-regulatory authorities, have been announced since December 31, 2025 or

are being planned.

107/125

(d) The Disclosure

Letter contains true and accurate information on the senior executive officers and managers

of the Target Companies and their respective annual salaries, bonuses and other compensation,

including, but not limited to, directors' fees, and any bonus, incentive or other payments

payable to such persons by the Sellers or any of the Target Companies.

(e) Each

of the Target Companies complies and has at all times complied with all applicable Laws and

all applicable orders, all contractual obligations and employment practices, including terms

and conditions of employment, wages and hours, vacation entitlements, pension benefits, sick

pay, rightful dismissal requirements, employee representation body consultation requirements,

equal and fair employment and nondiscrimination, immigration status, employee safety and

health/work environment in all material respects. Without limiting the generality of the

foregoing, no unresolved claim has been received by any of the Target Companies, and no action,

suit, investigation or proceeding is pending against any of the Target Companies before any

Governmental Authority, involving or alleging that such Target Company has violated or not

complied with any such applicable Law or applicable order, contractual obligation, and no

such prior claim or action, suit, investigation or proceeding has been resolved by the concluding,

accepting or receiving a settlement agreement, a consent decree or a citation by a Governmental

Authority.

(f) Each

of the Target Companies has at all times satisfied all requirements and preconditions applicable

to any subsidies, government aids and public grants (including but not limited to any COVID

19-aids) and there is no investigation or proceeding against any of the Target Companies

or any circumstances known implicating that any such subsidy, government aid or public grant

may be revoked or subject to repayment by any Target Company, or implicating that any employee

of any of the Target Companies may bring a compensation claim as a consequence of the implementation

by such Target Company of any furlough scheme associated with a subsidy, government aid or

public grant.

(g) None

of the Target Companies has any outstanding liabilities to any present or former employees

other than: (i) arrears of remuneration accrued or due in respect of the current pay

period; (ii) arrears of holiday pay; or (iii) for reimbursement of business expenses.

(h) Except

as disclosed in the Disclosure Letter, none of the Target Companies engages any self-employed

consultants or third-party staff to perform services in its business and has not done so

for the last three years. There are no self-employed persons that are being or should have

been treated for Tax purposes or under applicable Law as employees of a Target Company.

(i) No (current or former) employee of any of

the Target Companies is in a position to (i) claim a right of ownership or disposal,

a right to compensation or otherwise challenge such Target Company's full and unlimited ownership

right in respect of any Intellectual Property Rights in the development of which the (current

or former) employee of such Target Company was or is involved; or (ii) challenge such

Target Company's unlimited right to commercialize any such Intellectual Property Rights.

108/125

(j) To

the Sellers' Best Knowledge, each Target Company is in compliance with all applicable

material contractual and legal obligations relating to employees. The Company is not delinquent

in any payments to any employee or individual independent contractor for any wages; salaries;

commissions; bonuses; fees or other compensation due with respect to any services performed

for it to the date hereof or amounts required to be reimbursed to such employees or individual

independent contractors. None of the Target Companies is, or has been since January 1,

2023, subject to pending or threatened in writing Actions with any employees, independent

contractors, Governmental Authorities, works councils or other employee representatives (including,

without limitation, allegations of employment discrimination; sexual harassment or retaliation,

or any other claim capable of being heard in civil courts), or any former employee or worker

of any Target Company or any person formerly engaged by any Target Company.

(k) Within

the last three (3) years: (i) no employee or independent contractor has made any

allegation of sexual harassment against any Target Company or against any employee; and (ii) no

Target Company has entered into any settlement agreements related to allegations of sexual

harassment made by an employee or independent contractor. To the Sellers' Best Knowledge,

there is no, and during the last three (3) years there has been no consensual or non-consensual

sexual relationship between: (i) any beneficial owner, officer or executive-level employee

of any Target Company on the one hand, and any current or former employee or independent

contractor on the other hand; or (ii) between any supervisory employee of any Target

Company on the one hand, and any current or former employee or independent contractor within

the same reporting structure on the other hand.

11. Material Contracts

(a) Annex 7.1(a)(ii).11

sets forth a complete and accurate list of all contracts, commitments or undertakings relating

to the Target Companies' business in effect as of the date hereof to which any Target Company

or the Sellers are a party (the Material Contracts), and which:

(i) provide

for an aggregate Liability of one or more of the Target Companies of more than USD 50,000;

(US Dollars fifty thousand)

(ii) are distribution, agency, sales representative,

marketing, franchise or other similar agreements for the sale or distribution of Target Products;

(iii) are

agreements for the sale or distribution of Target Products requiring annual payments of USD 50,000

(US Dollars fifty thousand) or more;

(iv) are

agreements for the purchase of materials, supplies, goods, services, equipment or other assets

requiring annual payments of USD 50,000 (US Dollars fifty thousand) or more;

(v) are

a lease of real property;

(vi) grant

exclusive rights or exclusivity to any party thereto;

109/125

(vii) contain

any provision that refers to a change of control of any Target Company;

(viii) relate to cloud hosting or other infrastructure

services;

(ix) govern the Target Companies' use of any

third party APIs;

(x) provide for distribution, integration

or co offering of products or services (including agency, reseller, referral or channel agreements);

(xi) require customers to deviate from standard

(xii) provide for indemnification with officers

or directors;

(xiii) restrict

any of the Target Companies from engaging in or competing in any line of business or with

any Person;

(xiv) are

agreements relating to, whether incurred, assumed, guaranteed or secured by any asset, Indebtedness

for borrowed money, financial lease arrangements, or factoring or similar receivable financing

arrangements or interest rate or currency hedging arrangements, or any counterindemnities

in respect of letters of credit, performance bonds or similar surety arrangements;

(xv) relate

to the acquisition or disposal by a Target Company during the previous three (3) years

of a company, business or real property;

(xvi) constitute

a partnership, joint-venture or similar agreement or arrangement material for the business;

(xvii) constitute

a collective bargaining agreement or a social plan which is in effect and not fully performed,

to the extent applicable to the Target Companies;

(xviii) constitute a Contract: (A) relating

to material licensed Intellectual Property Rights (but excluding commercially available off-the-shelf

licenses for Software with an annual fee of less than USD 25,000 (US Dollars twenty-five

thousand), and open source Software licenses); (B) under which any Person (other than

an employee of a Target Company) has developed an Intellectual Property Right for a Target

Company that is used the business or operations of a Target Company, or (C) entered

into to settle or resolve any intellectual property-related dispute or litigation, including

settlement agreements, coexistence agreements, covenant not to sue agreements, and consent

to use agreements;

(xix) contain

any guarantee, indemnity or similar undertaking in respect of a third party obligation in

excess of USD 15,000 (US Dollars fifteen thousand) or the equivalent thereof

in any other currency calculated on the date hereof;

(xx) constitute

contracts of employment with any director, officer or employee of any of the Target Companies,

or a consultancy or agency contract, which requires annual payments in excess of USD 100,000

(US Dollars one hundred thousand);

110/125

(xxi) constitute

contracts with, or that requires the retention of or payment to, an investment bank, broker,

financial advisor, accountant, attorney or other advisor;

(xxii) constitute

agreements or arrangements with any Seller or any of their respective Affiliates, or any

director or officer of any Seller or any of their Affiliates;

(xxiii) contain

any off-balance sheet borrowing arrangement (including factoring arrangements); and

(xxiv) contain

any preservation of title, sale and lease-back or similar arrangements concerning the assets,

property or rights used in the Target Companies' business.

(b) All of

the Material Contracts are in full force and effect and are valid and enforceable by the

Target Company party thereto in accordance with their terms. The Target Companies and their

counterparties have performed and are in compliance with all material obligations arising

out of the Material Contracts, and no notice of termination has been received or given by

either party. None of the Sellers nor any Target Company has received a notification from

any party to any of the Material Contracts alleging any violation of any Material Contract

or Law by a Target Company. To the Sellers' Best Knowledge, no event has occurred or circumstance

exists that (with or without notice or lapse of time) may contravene, conflict with or result

in a violation or breach of, or give a Target Company or any other Person the right to declare

a default or exercise any remedy under, or to accelerate the maturity or performance of,

or to cancel, terminate or modify, any Material Contract. There are no renegotiations, attempts

to renegotiate or outstanding rights to negotiate any amount to be paid or payable to or

by a Target Company under any Material Contract, and no Person has made any demand for renegotiation

of any Material Contract. No Target Company has released or waived any of its rights under

any Material Contract. The Sellers have provided to the Buyer a true, correct and complete

copy of each Material Contract, together with all amendments, waivers and other changes thereto.

12. Insurance

(a) The Disclosure

Letter sets forth a complete and correct list of all insurance policies carried by, or covering,

the Target Companies with respect to the Target Companies' assets, business, operations,

employees, officers and directors (the Insurance Policies), together with, in respect

of each such policy, the name of the insurer and the risk insured against. The Target Companies

maintain Insurance Policies in at least such amounts and at least at such risks and for such

assets as are usually insured by comparable companies engaged in the same or similar business.

(b) All

Insurance Policies are in full force and effect, all outstanding premiums with respect

to the Insurance Policies have been paid in full, and there are no pending claims under the

Insurance Policies and there have been no claims made by the Company within the past three

(3) years that have been questioned, disputed or for which coverage has been denied.

The Target Companies have complied with the terms and provisions of the Insurance Policies,

and no Target Company has failed to give any notice or present any claim under any Insurance

Policy in a timely fashion or as required by any Insurance Policy. No Target Company has

any self-insurance programs or other arrangements.

111/125

or to the Sellers' Best Knowledge, other notice of cancellation, termination or revocation

or other notice of premium increase, material alteration of coverage, or that any such Insurance

Policies are no longer in full force or effect or that the issuer of any such Insurance Policies

is not willing or able to perform its obligations thereunder has been received by any of

the Target Companies with respect to any such Insurance Policies.

13. Litigation

(a) As

of the date of this Agreement and during the last three (3) years, there are no and

have not been any Actions (including Actions seeking injunctive relief) pending before

any court or arbitrator or any other Governmental Authority, or threatened against any Target

Company or in which any Target Company is otherwise involved or otherwise relating to the

business, assets or properties, and no facts or circumstances exist that could reasonably

be expected to result in any such Action.

(b) Except for ordinary and routine customer debt

collection proceedings, none of the Target Companies has within the past five (5) years

either been a plaintiff, a defendant or otherwise a named party in any Action before any

court or arbitrator or any other Governmental Authority.

or similar written agreements with any Governmental Authority or other Person and no outstanding

orders issued by any Governmental Authority against any Target Company.

(d) There is no Action pending against, or threatened

against or affecting, any Seller before any court or arbitrator or any other Governmental

Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially

delay the transactions contemplated by this Agreement.

14. Absence of Certain Changes or Events

(a) Since

the Most Recent Fiscal Year End, save as set forth otherwise in the Disclosure Letter, (i) the

Target Companies' business has been carried on in the ordinary course of business

consistent with past practice and at arm's length, and (ii) until the date hereof, no

Material Adverse Effect has occurred and no event has occurred which could reasonably be

expected to result in a Material Adverse Effect, and neither the Sellers with respect to

the Target Companies' business nor any of the Target Companies have:

(i) amended

their respective articles of association, by-laws or similar constitutive documents; or

(ii) acquired,

or agreed to acquire, by merger, consolidation, purchase of stock or assets or otherwise

any business or companies (be it a corporation, partnership, association or other business

organization); or

112/125

(iii) altered

their respective outstanding capital stock or equity securities or declared, set aside, made

or paid any dividend in respect of its capital stock or equity securities (in cash or otherwise)

or purchased or redeemed any of its capital stock or other equity securities; or

(iv) issued

or sold, or agreed to issue or sell, to any Person other than any Target Company, any of

their respective capital stock or other equity interest or any options, warrants or other

rights to purchase any such shares or other equity interest or any securities convertible

into or exchangeable for such shares or equity interests or purchased, or agreed to purchase,

any such securities of any Person other than any Target Company; or

(v) made

or agreed to make any individual capital expenditure in excess of USD 50,000 (US Dollars fifty

thousand) and made or agreed to make aggregate capital expenditures in excess of USD 100,000

(US Dollars hundred thousand); or

(vi) reorganized,

dissolved or entered into any plan of liquidation or dissolution or similar proceeding; or

(vii) sold,

transferred, leased or pledged any assets, tangible or intangible with an individual value

in excess of USD 10,000 (US Dollars ten thousand) and for an aggregate value in

excess of USD 50,000 (US Dollars fifty thousand), except in the ordinary course

of business; or

(viii) entered

into any individual transaction or commitment made or any contract or agreement entered into

by any of the Target Companies involving USD 50,000 (US Dollars fifty thousand)

or more, or any series of related transactions or commitments made or contracts or agreements

entered into involving, in the aggregate, USD 100,000 (US Dollars hundred thousand)

or more; or

(ix) made or taken up any loan or extension

of credit, advance or capital contributions to or investment in any Person involving USD 10,000

(US Dollars ten thousand) or more; or

(x) incurred,

assumed or guaranteed any Indebtedness for borrowed money; or

(xi) made

any accrual of Liability by any of the Target Companies to any of the Sellers or any of their

Affiliates except in the ordinary course of business consistent with past practices; or

(xii) made

any termination, cancellation, amendment or variation of, or any waiver or relinquishment

of any obligation, liability, right or benefit under, any Material Contract; or

(xiii) increased

the compensation payable to any of the Target Companies' directors, officers or employees

other than in accordance with existing agreements or collective bargaining arrangements;

113/125

(xiv) incurred

any damage to or destruction or loss of any asset or property of any Target Company, whether

or not covered by insurance, in excess of USD 10,000 (US Dollars ten thousand);

(xv) made

any change in any method of accounting or accounting, computation or reporting practice,

including in respect of Taxes, except for any such change required by reason of a concurrent

change in generally accepted accounting principles or Law; or

(xvi) committed

to do any of the foregoing.

(b) In addition,

since the Most Recent Fiscal Year End, save as set forth otherwise in the Disclosure Letter:

(i) the Target's accounts receivable have

arisen and accrued and have been collected in the ordinary course of business consistent

with past practices;

(ii) the Target's accounts payable have accrued

and have been paid in the ordinary course of business consistent with past practices.

15. Fair Disclosure

All information

disclosed by the Sellers to the Buyer is true and not misleading and provides a fair and accurate picture of the business and

financial situation of the Target Companies individually and on a consolidated level.

16. Compliance

(a) The Target Companies:

(i) have complied in the past six (6) years

before the date hereof and are in compliance in all material respects with the Laws and Orders

applicable to them, and no Action has been filed or commenced or threatened in writing alleging

any failure to so comply; and

(ii) have

obtained all material Permits required under applicable Law to operate their business as

currently conducted and all such Permits are in full force and effect.

(b) No investigations, enquiries or proceedings

are pending or have been threatened in writing which could result in the suspension or revocation

of any Permits necessary to operate the Target Companies' business as currently conducted.

date hereof, the Target Companies (including any of their directors, officers or employees,

or to the Sellers' Best Knowledge, any contractors) have not(x) made, offered or authorized

use of any corporate funds or provided anything of value (i) for unlawful payments,

contributions, gifts, entertainment or other unlawful expenses relating to political activity,

(ii) to foreign or domestic government officials or employees of third parties or other

Persons in violation of anti-corruption or anti-bribery Laws applicable to the Target Companies,

or (iii) for a bribe, rebate, payoff, influence payment, kickback or other similar payment

in violation of any Law applicable to the Target Companies or (y) otherwise taken any

act that would cause a Target Company to be in violation of Anti-Corruption Laws. No Target

Company has received any written, or to the Sellers' Best Knowledge, oral communication during

the past six (6) years, from any Governmental Authority that alleges that any Target

Company is not or may not be in compliance with, or has, or may have, any liability under

Anti-Corruption Laws.

114/125

(d) The Target Companies are, and to the Sellers'

Best Knowledge, their directors, officers, managers, and employees and agents acting on their

behalf, and during the last six (6) years, have been in compliance in all material respects

with applicable U.S. and foreign economic sanctions Laws, including economic sanctions administered

by OFAC, and all applicable Laws pertaining to export and import controls, including those

administered by the U.S. Departments of Commerce and State. No Target Company is nor, to

the Sellers' Best Knowledge, is any director, officer, manager, or employee of any Target

Company or any agent acting on their behalf, the target of Sanctions, including any Sanctions

administered by OFAC or the United States State Departments of Commerce and State. To the

Sellers' Best Knowledge, no Target Company conducts any business or has for the past six

(6) years conducted any business with any Person that is the target of Sanctions as

of the date of this Agreement, including any Person that appears on any Sanctioned Party

List.

(e) The Target Companies have obtained all required

export and import licenses and authorizations and are in compliance with the terms thereof;

there are no pending or, to the Sellers’ Best Knowledge, threatened claims related

to export controls or sanctions, and no actions or circumstances reasonably expected to give

rise to future claims. Internal controls, policies and procedures are established and maintained

to ensure compliance with export controls and Sanctions.

(f) No Target Company, nor, to the Sellers' Best

Knowledge, any directors, officers, employees, or agents acting on their behalf, or any Person

controlling any of the foregoing, is (i) identified on any Sanctioned Party List or

(ii) located, organized under the Laws of, or resident in a country or territory that

is itself the subject of U.S. or foreign economic sanctions.

(g) The operations

of the Target Companies are and have been conducted at all times during the past six (6) years

in compliance with and without written notice of violation of any and all applicable financial

recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended

by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required

to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money

laundering statutes of jurisdictions where the Target Companies conduct business, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any Governmental Authority.

(h) To the

Sellers' Best Knowledge, there are no pending or threatened legal, regulatory, or judicial

requirements or other Orders by any Governmental Authority that could have a material effect

on the ability or cost to the Target Companies to export, import or sell any items to, from,

or in any country.

115/125

(i) The Target Companies have not been and are

not bound by (and are not concerned in) any non-competition undertakings or any agreement,

arrangement or concerted practice nor are they carrying on any practice, which in whole or

in part may contravene or may be invalidated by any anti-trust, fair trading, dumping, state

aid, consumer protection or similar Laws in any jurisdiction. In particular and without prejudice

to the generality of the foregoing, the Target Companies have not been and are not bound

by any agreement, arrangement or concerted practice, nor are they carrying on any practice

which in whole or in part may contravene Section 81(1) or 82 of the EC Treaty or

any domestic equivalent, or which otherwise infringes the competition Laws or practice of

any jurisdiction, or in respect of which any filing, registration or notification may be

required pursuant to the Laws referred above. There are no pending or threatened proceedings

or investigations regarding unfair competition practices of the Target Companies. None of

the Target Companies has received any process, notice or other communication (formal or informal)

by or on behalf of any Governmental Authority having jurisdiction in competition matters

in relation to (i) any agreements, arrangement, concerted practice or course of conduct

to which any Target Company is, or is alleged to be, a party; or (ii) any action, conduct,

practice or behavior of any Target Company; or (iii) any other discharge of that Governmental

Authority's regulatory functions, other than any such process, notice or other communication

received from any such Governmental Authority in connection with an application, a notification

or any other form of submission seeking merger clearance under applicable Laws in any relevant

jurisdiction.

17. No Subsidies

No Target Company

has received any subsidies, aid or relief from any Governmental Authority or organization (including but not limited to Tax relief),

which will be or may have to be repaid due to the execution or the consummation of the transactions contemplated by this Agreement or

otherwise.

18. Environment, Health and Safety

(a) Each Target Company has complied and is in

compliance, in each case in all material respects, with all Environmental, Health, and Safety

Requirements applicable to its business, assets and properties.

(b) No Target Company has received any written

notice, claim, complaint, citation, order, demand, report or other written communication

regarding any actual or alleged violation of any Environmental, Health, and Safety Requirement,

or regarding any liabilities or potential liabilities (whether accrued, absolute, contingent,

unliquidated or otherwise), including any investigatory, remedial or corrective obligations,

relating to any Target Company, its current or former facilities or any real property currently

or formerly owned, leased or operated by any Target Company, arising under any Environmental,

Health, and Safety Requirement.

116/125

or in the environment at any properties owned, operated or otherwise used by any of the Target

Companies or at any geologically or hydrologically adjoining property, either temporary or

permanent, and deposited or located in any part of the properties or such adjoining property.

No Target Company or any other Person for whose conduct they are or may be held responsible,

has permitted or conducted any hazardous activity conducted with respect to the properties

in which any Target Company has or had an interest.

(d) There

are no contaminated sites (Altlasten) at any property owned, leased, operated or otherwise

used by the Target that could give rise to Liability of the Target.

(e) No

activities of the Target, no property, no assets and no facilities used or owned by

the Target are or have been the source of any pollution or damage to human health or the

environment.

(f) No

dangerous or toxic wastes or substances are or have been used, produced, generated, stored

or treated on land currently owned, used or leased, or which has been owned, used or leased

in the past, by the Target, and no Target Company has shipped or caused the shipment

of any dangerous or toxic wastes or substances nor disposed or caused the disposal of wastes

on sites other than those specifically designed for their storage, treatment or destruction

and other than in compliance with applicable Laws.

(g) There

are no prohibitions, injunctions, restrictions or limitations on the free use or disposal

by the Target of any of its movable assets, real property arising from their environmental

condition, and there are no facts or circumstances which may provide a basis for any such

prohibition, injunction, restriction or limitation.

(h) The Target Companies are not and will not

be liable for any clean-up, remediation or other response action regarding soil or ground-water

or any real property, buildings or premises currently or previously owned, operated or possessed

by any Target Company with respect to any activities that have taken place prior to the Closing,

and the Target Companies do not have, nor will they have in the future, any other Liability

related to the environment, including without limitation, related to compensation of Environmental

Damage, to property of third parties or to the health of private individuals with respect

to any activities that have taken place prior to the Closing.

(i) The

Sellers have furnished to the Buyer all environmental audit reports and other material environmental

documents relating to the land, premises or facilities that have been or are used, operated

or owned by the Target, or relating to the operations or products of the Target which

are in their possession or under their reasonable control.

19. Products

(a) The

Target Products performed, sold or distributed by the Target Companies have, at all times

up to and including the performance, sale and distribution thereof, complied with all material

requirements of applicable Laws, including in relation to information and marketing,

and with all material warranties and all material promises or affirmations of fact made in

or otherwise in connection with their performance, sale and/or distribution.

117/125

(b) Except

as disclosed in the Disclosure Letter, there are no unresolved complaints alleging that Target

Products performed, sold or distributed by the Target Companies do not meet the requirements

of applicable Laws, suffer from design defects or do not conform with any sales warranties

or any promises or affirmations of fact made in product brochures or manuals or otherwise

in connection with their sale and distribution. Adequate reserves have been made in the Financial

Statements to cover in full the potential liabilities and costs and expenses that are reasonably

expected to result from such unresolved complaints.

20. Product Liability

(a) There are no actions commenced, brought, conducted,

pending, heard by or before any court or other Governmental Authority or any arbitrator or

arbitration panel or threatened, notice of violation or investigation or other notice from,

by or before any Governmental Authority relating to or involving any Target Product.

(b) There

has not been, nor is there under consideration by any Target Company, any product recall

or post-sale warning of a material nature conducted by or on behalf of any Target Company

concerning any Target Product. All Target Products materially complied and comply with applicable

Laws, and there have not been and there are no material defects or deficiencies in any such

products. During the six (6)-year period prior to the date hereof, each of the Target Products

have been in conformity in all material respects with the specifications for such product,

all applicable contractual commitments and all applicable express and implied warranties.

No Target Products is subject to any guaranty, warranty or other indemnity beyond the applicable

standard terms and conditions of sale, license or lease or beyond that implied or imposed

by applicable Law. The standard terms or end user license agreement for each of the Target

Products as in effect on the date hereof have been disclosed in the Disclosure Letter.

All Target Products sold to any third party during the six (6)-year period prior to the date

hereof were performed in conformity in all material respects with the terms and requirements

of all applicable express and implied warranties and all applicable services agreements.

21. Social Security, Pensions and Benefit

Plans

(a) Particulars

of all plans, agreements or arrangements for the payment of pensions, allowances, lump sums

or other benefits on retirement or death or during periods of sickness or disablement for

the benefit of any current or former director, officer or employee of any of the Target Companies

or any of their dependents (the Employee Benefit Plans) are disclosed in the

Disclosure Letter and, save in respect thereof, the Target Companies have no obligation to

provide or contribute to the provision of any retirement, death, sickness, disability or

other benefit (plan) for or in respect of any of the current or former directors, officers

or employees of the Target Companies or any of their dependents nor has any proposal been

announced or agreement been reached to establish or contribute to any arrangement providing

any such benefits. Each Employee Benefit Plan has been established and administered in accordance

with its terms and in compliance with applicable Laws.

118/125

(b) All

social security, Employee Benefit Plan and similar contributions and payments due and payable

by the Target Companies in favor of their directors, officers, employees and any of their

dependents under applicable Law or the terms of any Employee Benefit Plan in respect of any

period prior to (and including) the Closing Date have been fully paid or duly provided for

in the Financial Statements. None of the Employee Benefit Plans has any accumulated

funding deficiency.

22. Books and Records; Bank Accounts

(a) The share ledgers and other shareholder records

for each of the Target Companies are complete and correct and have been maintained in accordance

with good business practices and the applicable Laws since formation. At the Closing, all

of those books and records will be in the possession of the Company.

(b) All files, systems, data, books and records

of the Target Companies relating to procurement, supply, manufacture, processing, sales,

customers, invoices, inventories, personnel and Material Contracts are complete and accurate

and have been maintained in accordance with good business practices and the applicable Laws

and, at the Closing, will be in the possession of the Company.

correct list of the names of each bank or other financial institution, in which any of the

Target Companies has an account, and the names of all persons authorized to draw thereon

or to have access thereto.

119/125

Annex 7.1(A) – Disclosure Letter

[separate

document]

120/125

Annex 7.1(a)(i).2(b) – Organizational Documents of

each of the Target Companies

[separate

documents]

The Sellers hereby confirm that the documents

attached hereto remain current and have not been altered or amended in any way since their issuance.

121/125

Annex 7.1(a)(ii).2(l) –

Tax Rulings of Target Companies

[separate

documents]

122/125

Annex 7.1(a)(ii).5(b) – Surviving Related Agreements

(a) Employment Agreements between FC, MD and MG,

respectively, and the Company;

(b) Purchase Agreement between the Subsidiary

and PE regarding the sale and purchase of the vehicle formerly owned by the Subsidiary;

the Company and FC as well as between the Subsidiary and PE regarding domiciliation of the

Company and the Subsidiary, respectively.

123/125

Annex 7.1(a)(ii).11 – Material Contracts

[separate

document]

124/125

Annex 7.2 – Representations of the Buyer

(a) The Buyer is a corporation duly incorporated

and organized and validly existing under the Laws of its place of incorporation, and has

the full corporate capacity, power and authority to own or use its assets and properties

and to conduct its business as the same is presently being conducted.

(b) The Buyer has the full power and authority

to enter into this Agreement and any transactions contemplated hereunder and to perform its

respective obligations. This Agreement constitutes the legal, valid and binding obligation

of the Buyer, enforceable against the Buyer in accordance with its terms, except to the extent

that the enforceability may be limited by applicable bankruptcy, reorganization, insolvency,

moratorium or other Laws affecting the enforcement of creditors' rights generally. There

exist no limitations under applicable Law, the constituting or governing documents of the

Buyer or any contracts by which the Buyer is bound that would prevent the Buyer from entering

into or performing its obligations under this Agreement.

required from any Governmental Authority or any third party for the execution and the consummation

of the transactions contemplated by this Agreement.

(d) There are no Actions pending or threatened

against the Buyer or any of its Affiliates challenging the validity of this Agreement or

any transaction contemplated in this Agreement, or which would operate to hinder or substantially

impair the consummation of the transactions contemplated by this Agreement.

125/125

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613572d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

908 Devices Reports First Quarter 2026 Financial

Results and Raises 2026 Revenue Outlook

Revenue increased 14% compared to prior year,

growth in both Mass Spec and FTIR

Acquired NIRLAB AG, expanding narcotics identification

capabilities

BURLINGTON,

Mass. – May 6, 2026 – 908 Devices Inc. (Nasdaq: MASS), a core small-cap growth company focused on purpose-built

handheld chemical analysis tools for vital health, safety and defense tech applications, today reported financial results for the quarter

ended March 31, 2026.

“We delivered a strong start to 2026, achieving

14% revenue growth and meaningful margin expansion,” said Kevin J. Knopp, CEO and Co-founder. “We are also excited to announce

the acquisition of NIRLAB AG, a strategic transaction that broadens our reach into the lower-cost, widely-deployable segment of the narcotics

detection market while increasing our recurring revenue opportunity through software subscriptions. This transaction reflects our focus

on disciplined growth investments as we continue to execute our transformation strategy.”

Recent Highlights

· Revenue of $13.4 million for the

first quarter of 2026, increasing 14% year over year

· Recurring

revenue was $4.0 million, representing 30% of total revenues for the quarter

· Gross margin was 51% and Adjusted

gross margin was 57% for the first quarter of 2026, a 290-basis point improvement in Adjusted

gross margin compared to the first quarter of 2025

· Ended the quarter with a strong

balance sheet, with a cash position of $111.7 million, consuming less than $1.5 million in

the first quarter

· Subsequent

to quarter end, acquired NIRLAB AG, bringing complementary drug detection capabilities, more

international mix, and a high-retention recurring subscription model

First Quarter 2026 Financial Results

Revenue was $13.4 million for the three months

ended March 31, 2026, a 14% increase over the prior year period, driven by an increase in product revenue for mass spec, from an

increase in placements, and from a shift in FTIR product mix. OEM and funded partnership revenue was $0.6 million for the current and

prior year period. The installed base grew 23% year-over-year to 3,903 devices, with 167 devices placed during the first quarter. Recurring

revenue represented 30% of total revenues in the quarter.

Gross profit was $6.9 million for the first quarter of 2026, compared

to $5.5 million for the corresponding period in the prior year. GAAP gross margin was 51% as compared to 47% for the corresponding prior

year period. Adjusted gross profit was $7.7 million for the first quarter of 2026, compared to $6.4 million for the corresponding period

in the prior year. Adjusted gross margin was 57%, as compared to 54% for the corresponding prior year period. The increase in adjusted

gross margin percentage was primarily driven by higher product revenues, including a shift in channel mix, along with the favorable impact

of consolidated facilities, offset in part by lower service gross margins.

Operating expenses were $19.8 million for the

first quarter of 2026, compared to $16.6 million for the corresponding prior year period. The increase of $3.2 million includes a noncash

increase of $3.9 million related to a change in the fair value of the contingent consideration liability, and a $0.7 million reduction

of operating expenses related to research and development and selling, general, and administrative costs.

Net loss from continuing operations was $12.0

million for the first quarter of 2026, compared to a net loss from continuing operations of $9.8 million for the corresponding prior

year period. Adjusted EBITDA was a loss of $2.5 million for the first quarter of 2026, compared to a loss of $4.6 million for the corresponding

period in the prior year.

Net loss attributable to common stockholders was $12.0 million for

the first quarter of 2026, compared to net income of $43.6 million for the corresponding prior year period. The income was related to

the divestiture of our bioprocessing product portfolio which resulted in a gain of $56.6 million, net of transaction costs, and was also

offset by a loss from discontinued operations for the first two months of the first quarter of 2025.

Cash, cash equivalents and marketable securities were $111.7 million

as of March 31, 2026, with no debt outstanding.

2026 Guidance

908 Devices now expects full year 2026 revenues

to be in the range of $67.0 million to $70.0 million, representing 19% to 25% growth compared to 2025 revenue.

Webcast Information

908 Devices will host a conference call to discuss the first quarter

2026 financial results before market open on Wednesday, May 6, 2026 at 8:30 am Eastern Time. A webcast of the conference call can

be accessed in the Investor Relations section of 908devices.com. The webcast will be archived and available for replay for at least 90

days after the event.

About 908 Devices

908 Devices is revolutionizing

chemical analysis with its simple handheld devices, addressing life-altering applications. The Company’s devices are used at the

point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers in vital health, safety and defense

tech applications, addressing the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats. The Company

designs and manufactures innovative products that bring together the power of complementary analytical technologies, software automation,

and machine learning. For more information, visit www.908devices.com.

Non-GAAP Measures of Financial Performance

To supplement

the Company’s financial statements, which are presented on the basis of U.S. generally accepted accounting principles (GAAP), the

following non-GAAP measures of financial performance are included in this release and presented with detailed reconciliations to comparable

GAAP financial results in the tables below:

· Adjusted

gross profit is defined as gross profit excluding intangible amortization, acquisition and

integration costs, restructuring charges (including the costs of severance), and non-cash

expenses related to stock-based compensation.

· Adjusted

gross margin is defined as adjusted gross profit expressed as a percentage of total revenue.

· Adjusted

EBITDA is defined as net income (loss) from continuing operations excluding other income,

benefit for income taxes, depreciation, intangible amortization, acquisition and integration

costs, restructuring charges (including the costs of severance), non-cash expenses related

to stock-based compensation, and costs associated with contingent consideration related to

the Company’s acquisitions and for which the conditions for payment have not yet been

achieved.

The Company’s

non-GAAP financial results presented in this earnings release exclude certain costs that management believes do not have a direct correlation

to future business operations, nor do the resulting charges recorded accurately reflect the performance of ongoing operations for the

period in which such charges are recorded, nor do the resulting charges recorded accurately reflect the anticipated cash flows of ongoing

operations, and as such, excluding these costs allows management to understand and evaluate core operating performance and trends. However,

as there are no standardized methods of calculating these non-GAAP financial measures, the Company’s methods may differ from those

used by other companies in its industry, and accordingly, the use of these measures may not be directly comparable to similar measures

used by others, thus limiting their usefulness for purposes of comparison. Furthermore, these non-GAAP measures have certain limitations

since they do not include the impact of certain expenses and cash flows that are reflected in the Company’s GAAP financial results.

Accordingly, when analyzing the Company’s operating performance and guidance, investors should not consider non-GAAP measures in

isolation or as a substitute for, or superior to, comparable financial measures prepared in accordance with GAAP. Rather, the Company

believes that these non-GAAP financial measures, when viewed in addition to and not in lieu of reported GAAP financial results, provide

investors with additional meaningful information to assess financial performance and trends, enable comparison of financial results between

periods, and allow for greater transparency with respect to key metrics utilized internally in analyzing and operating the Company’s

business.

Forward Looking Statements

This

press release includes “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements

regarding the Company’s future revenue and growth and the benefits of the Company’s acquisition of NIRLAB. Words such as

“may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend”

and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to

identify forward-looking statements. These forward-looking statements are based on management’s current expectations and involve

known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed

or implied by any forward-looking statement, including the risks outlined under “Risk Factors” and elsewhere in the Company’s

filings with the Securities and Exchange Commission (SEC) which are available on the SEC's website at www.sec.gov. Additional

information will be made available in our annual and quarterly reports and other filings that we make from time to time with the SEC.

Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future

results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made

in this press release to reflect changes since the date of this press release, except as may be required by law.

Investor and Media Contact:

Barbara Russo

IR@908devices.com

908 DEVICES INC.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months

Ended March 31,

2026

2025

Revenue:

Product revenue

$ 10,737

$ 8,529

Service and contract

revenue

2,644

3,248

Total revenue

13,381

11,777

Cost of revenue:

Product cost of revenue

5,160

4,725

Service and contract

cost of revenue

1,339

1,511

Total cost of revenue

6,499

6,236

Gross profit

6,882

5,541

Operating expenses:

Research and development

3,471

3,829

Selling, general and administrative

9,914

10,239

Change in fair value

of contingent consideration

6,381

2,499

Total operating expenses

19,756

16,567

Loss from continuing operations

(12,884 )

(11,026 )

Other income, net

929

1,189

Net loss from continuing operations

(11,955 )

(9,837 )

Net income from discontinued operations,

net of tax

—

53,440

Net income (loss) attributable to common

stockholders

$ (11,955 )

$ 43,603

Net income (loss) from continuing operations per share attributable

to common stockholders, basic and diluted

$ (0.32 )

$ (0.28 )

Net income from discontinued operations

per share attributable to common stockholders, basic and diluted

$ —

$ 1.51

Net income (loss) per share attributable to common stockholders,

basic and diluted

$ (0.32 )

$ 1.23

Basic and diluted

36,818,481

35,386,483

908 DEVICES INC.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

March 31,

December 31,

2026

2025

Assets

Current assets:

Cash, cash equivalents and

marketable securities

$ 111,742

$ 112,970

Accounts receivable, net

9,865

11,327

Inventory

13,240

12,990

Prepaid expenses

and other current assets

7,167

7,272

Total current assets

142,014

144,559

Operating lease, right-of-use assets

4,205

4,397

Property and equipment, net

4,141

4,232

Intangible, net

35,679

36,412

Other long-term assets

656

471

Total assets

$ 186,695

$ 190,071

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and accrued expenses

$ 7,084

$ 8,424

Deferred revenue

9,470

8,934

Operating lease liabilities

and other liabilities

23,106

16,706

Total current liabilities

39,660

34,064

Deferred revenue, net of current portion

9,068

8,331

Other long-term liabilities

3,796

3,977

Total liabilities

52,524

46,372

Total stockholders' equity

134,171

143,699

Total liabilities

and stockholders' equity

$ 186,695

$ 190,071

908 DEVICES INC.

Reconciliations of GAAP to Non-GAAP Financial

Measures

(Unaudited, amounts in thousands, except percentage

and per share data)

In all tables below, totals may not add due

to rounding

Reconciliation from Gross Profit (GAAP) to

Adjusted Gross Profit (Non-GAAP) and Margin Percentage:

Three Months Ended

March 31,

2026

2025

Gross Profit (GAAP)

$ 6,881

$ 5,541

Intangible amortization

635

Acquisition and integration costs

Restructuring

Stock-based compensation

155

117

Adjusted Gross Profit

(Non-GAAP)

$ 7,671

$ 6,409

Gross Margin Percentage (GAAP)

51 %

47 %

Adjusted Gross Margin Percentage (Non-GAAP)

57 %

54 %

Reconciliation from Net Loss from Continuing

Operations (GAAP) to Adjusted EBITDA (Non-GAAP):

Three Months Ended

March 31,

2026

2025

Net Loss from continuing operation (GAAP)

$ (11,955 )

$ (9,838 )

Adjustments:

Other income, net

(929 )

(1,188 )

Depreciation

406

291

Intangible amortization

732

713

Acquisition and integration costs

438

640

Restructuring

Stock-based compensation

2,399

2,221

Change in fair value

of contingent consideration

6,381

2,499

Adjusted EBITDA

(Non-GAAP)

$ (2,528 )

$ (4,569 )

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2613572d1_ex99-2.htm · Sequence: 4

Exhibit 99.2

908 Devices Acquires NIRLAB AG, Expanding Its

Narcotics Detection Portfolio

Strategic acquisition adds integrated hardware

and cloud subscription platform powered by NIR spectroscopy

BURLINGTON,

Mass. – May 6, 2026 – 908 Devices Inc. (Nasdaq: MASS), a pioneer of purpose-built handheld devices

for chemical analysis, announces that it has completed the acquisition of NIRLAB AG, a privately held company based in Lausanne,

Switzerland. The company delivers AI-powered, cloud-connected near-infrared (NIR) spectroscopy to perform handheld chemical analysis

of narcotics in seconds.

This acquisition expands 908 Devices' analytical portfolio and strengthens

its leadership in narcotics detection with NIRLAB’s solution for fast, high-volume screening for everyday law enforcement patrol.

The NIRLab handheld device enables safe, point-and-click analysis of

more than 400 common drugs, such as cocaine and methamphetamine, directly or through thin plastic bags and glass, delivering results in

seconds, to support real-time decision-making in the field. Beyond identification, it quantifies drug purity in complex mixtures and can

analyze cannabis, including percentages of THC and CBD. Proven in the field with over one million analyses, the platform integrates an

intuitive mobile app, seamless device connectivity, and a subscription model that delivers continuous updates and evolving capabilities.

“We’re thrilled to welcome the NIRLAB team to 908 Devices.

Our combination creates a powerful end-to-end workflow advantage for our law enforcement customers,” said Kevin J. Knopp, CEO and

Co-founder of 908 Devices. “From fast, simple screening to trace-level analysis to detection of a broad range of substances, we

offer a comprehensive solution for field-based chemical identification.”

“We are excited to join 908 Devices and bring our NIR technology

to a global audience,” said Florentin Coppey and Matteo Delbrueck, co-CEOs of NIRLAB AG. “Combining our proven technology

platform with 908 Devices' market leadership, commercial infrastructure, and complementary product portfolio creates a powerful opportunity

to better serve law enforcement agencies worldwide.”

NIRLAB AG was founded in 2021 as a spin-out of the University of Lausanne,

a global leader in forensic science. The company is based in Switzerland and employs 15 people.

The purchase consideration includes an upfront payment of $15 million,

consisting of $13 million in cash and $2 million of 908 Devices common stock. The purchase agreement also includes up to an additional

$8 million in 908 Devices common stock upon the achievement of performance milestones over the next 20 months.

Webcast Information

908 Devices will discuss this acquisition on a conference call for

its first quarter 2026 financial results before market open on Wednesday, May 6, 2026, at 8:30 am Eastern Time. A webcast of the

conference call can be accessed in the Investors section of 908devices.com and will be archived and available for replay for at least

90 days after the event.

About 908 Devices

908

Devices is revolutionizing chemical analysis with its simple handheld devices, addressing life-altering applications. The Company’s

devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers in vital health,

safety and defense tech applications, addressing the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security

threats. The Company designs and manufactures innovative products that bring together the power of complementary analytical technologies,

software automation, and machine learning. For more information, visit 908devices.com.

Forward Looking Statements for 908 Devices

This

press release includes "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding

the expected uses and capabilities of the Company’s products and NIRLAB’s products, the benefits of the Company’s

acquisition of NIRLAB, and the achievement of performance milestones under the purchase agreement. Words such as "may," "will,"

"expect," "plan," "anticipate," "estimate," "intend" and similar expressions (as well

as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements.

These forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties

and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement,

including the risks outlined under "Risk Factors" in the Company’s Annual Report on Form 10-K filed with the Securities

and Exchange Commission (the SEC) on March 9, 2026 and elsewhere in the Company’s filings with the SEC which are available

on the SEC's website at www.sec.gov. Additional information will be made available in the Company’s Annual Reports and Quarterly

Reports and other filings that it makes from time to time with the SEC. Although the Company believes that the expectations reflected

in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake

any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this

press release, except as may be required by law.

Media & IR Contact

Barbara Russo

IR@908devices.com

###

GRAPHIC

Filename: image_009.gif · Sequence: 5

Binary file (2269 bytes)

Download image_009.gif

GRAPHIC

Filename: image_009.jpg · Sequence: 6

Binary file (4841 bytes)

Download image_009.jpg

GRAPHIC

Filename: tm2613572d1_ex2-1img001.jpg · Sequence: 10

Binary file (962 bytes)

Download tm2613572d1_ex2-1img001.jpg

GRAPHIC

Filename: tm2613572d1_ex2-1img002.jpg · Sequence: 11

Binary file (821 bytes)

Download tm2613572d1_ex2-1img002.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 13

v3.26.1

Cover

May 04, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 04, 2026

Entity File Number

001-39815

Entity Registrant Name

908 Devices Inc.

Entity Central Index Key

0001555279

Entity Tax Identification Number

45-4524096

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3rd Avenue

Entity Address, City or Town

Burlington

Entity Address, State or Province

Entity Address, Postal Zip Code

01803

City Area Code

857

Local Phone Number

254-1500

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

MASS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

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:

dei_

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:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- 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

Balance Type:

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:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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 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:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

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:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration