Form 8-K

8-K — STANDARD BIOTOOLS INC.

Accession: 0001104659-26-071195

Filed: 2026-06-08

Period: 2026-06-06

CIK: 0001162194

SIC: 3826 (LABORATORY ANALYTICAL INSTRUMENTS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Changes in Control of Registrant

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2617100d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2617100d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2617100d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2617100d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2617100d1_ex10-3.htm)

EX-99.1 — EXHIBIT 99.1 (tm2617100d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2617100d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2617100d1_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (tm2617100d1_ex99-4.htm)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange

Act of 1934

Date of report (Date of earliest event reported):

June 6, 2026

Standard BioTools Inc.

(Exact Name of Registrant

as Specified in Charter)

Delaware

001-34180

77-0513190

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

50 Milk Street, 10th Floor

Boston, Massachusetts 02109

(Address of Principal Executive Offices) (Zip Code)

(650)

266-6000

(Registrant's Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

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

LAB

Nasdaq

Global Select 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.

Merger Agreement

On June 6, 2026, Standard BioTools Inc., a Delaware

corporation (“Standard BioTools”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)

with Treeline Biosciences, Inc., a Delaware corporation (“Treeline”), and Siri Merger Sub, Inc., a Delaware corporation and

a wholly owned subsidiary of Standard BioTools (“Merger Sub”), pursuant to which Standard BioTools and Treeline will combine

in an all-stock merger upon the terms and conditions set forth in the Merger Agreement. The Merger is intended to qualify for federal

income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Effect of the Merger

The Merger Agreement provides, among other things,

that (i) Merger Sub will merge with and into Treeline, with Treeline surviving as a wholly owned subsidiary of Standard BioTools (the

“Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”),

(ii) at the effective time of the Merger (the “Effective Time”), Standard BioTools will file an amendment to its certificate

of incorporation (the “Charter Amendment”) to (a) change its name to Treeline Biosciences Holdings, Inc. and (b) effect a

reverse stock split (the “Reverse Stock Split”) of all outstanding shares of common stock, par value $0.001 per share, of

Standard BioTools (the “Standard BioTools Common Stock”), if the Reverse Stock Split has not been effected prior to the Effective

Time as permitted by the Merger Agreement.

As a result of the Merger, each share of Treeline

common stock, par value $0.00001 per share (the “Treeline Common Stock”), issued and outstanding immediately prior to the

Effective Time and each share of Treeline preferred stock, par value $0.00001 per share (together with the Treeline Common Stock, the

“Treeline Capital Stock”), issued and outstanding immediately prior to the Effective Time (in each case, other than shares

held in treasury and dissenting shares) will be converted into the right to receive a number of shares of Standard BioTools Common Stock

based on an exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”), with the number of shares

of Standard BioTools Common Stock that each holder of Treeline Capital Stock is entitled to receive being rounded down to the nearest

whole share and computed after aggregating all shares of Treeline Capital Stock held by such holder. The Exchange Ratio is based on the

relative capitalization of each of Treeline and Standard BioTools and assumes (i) an equity value for Treeline of $2.5 billion and (ii) an equity value for Standard BioTools equal to $460 million, reduced by the amount by which the Parent Net Cash (as defined in the Merger

Agreement, which definition includes deductions for certain liabilities and costs) is less than $449 million at the closing of the Transactions

(the “Closing”) or increased by the amount by which Parent Net Cash is more than $451 million at the Closing.

Following the Closing, former Standard BioTools

stockholders are expected to hold approximately 16% of the combined company on a fully diluted basis, and former Treeline stockholders

are expected to hold approximately 84% of the combined company on a fully diluted basis. Under certain circumstances further described

in the Merger Agreement, the pro forma ownership percentages may be adjusted based on the amount of Standard BioTools’ net cash

at Closing as finally determined in accordance with the Merger Agreement.

In addition, as of the Effective Time, Standard

BioTools will assume Treeline’s 2021 Equity Incentive Plan and each outstanding option to purchase shares of Treeline Common Stock

(the “Treeline Options”), whether vested or unvested. Each such Treeline Option so assumed by Standard BioTools will continue

to have, and be subject to, the same terms and conditions applicable to such Treeline Option immediately prior to the Effective Time,

except that (i) such Treeline Option will be exercisable for that number of shares of Standard BioTools Common Stock equal to the number

of shares of Treeline Common Stock subject to such Treeline Option immediately prior to the Effective Time multiplied by the Exchange

Ratio and rounded down to the next nearest share of Standard BioTools Common Stock, and (ii) the exercise price per share of each such

Treeline Option will be the exercise price per share in effect for that Treeline Option immediately prior to the Effective Time divided

by the Exchange Ratio and rounded up to the next nearest cent.

In addition, as of the Effective Time, (i)

each warrant to purchase shares of Treeline Capital Stock (each, a “Treeline Warrant”) that has been amended to require

net-exercise in connection with the Merger (the “Treeline Converting Warrants”) and that is outstanding immediately

prior to the Effective Time will, by virtue of the Merger, be cancelled and extinguished and converted into the right to receive,

for each share of Treeline Common Stock that would be received upon the net-exercise of such Treeline Converting Warrant in

accordance with its terms, a number of shares of Standard BioTools Common Stock equal to the Exchange Ratio and (ii) each Treeline

Warrant that is not a Treeline Converting Warrant and that is outstanding immediately prior to the Effective Time will, by virtue of

the Merger, be assumed by Standard BioTools. Each such Treeline Warrant so assumed by Standard BioTools will continue to have, and

be subject to, the same terms and conditions applicable to such Treeline Warrant immediately prior to the Effective Time, except

that (a) such Treeline Warrant will be exercisable for that number of shares of Standard BioTools Common Stock equal to the number

of shares of Treeline Common Stock subject to such Treeline Warrant immediately prior to the Effective Time multiplied by the

Exchange Ratio and rounded down to the next nearest share of Standard BioTools Common Stock and (b) the warrant price per share will

be the warrant price per share in effect for such Treeline Warrant immediately prior to the Effective Time divided by the Exchange

Ratio and rounded up to the nearest thousandth of a cent.

Approvals and Conditions to the Transactions

The Transactions have been approved by the Standard

BioTools Board of Directors (the “Standard BioTools Board”), a Special Committee of the Standard BioTools Board (the “Special

Committee”) and the Treeline Board of Directors. After execution of the Merger Agreement, on June 6, 2026, Treeline stockholders

comprising the required majorities under Treeline’s organizational documents delivered their written consent adopting the Merger

Agreement and approving the Transactions.

In connection with the Transactions, Standard BioTools

will seek the approval of its stockholders for (i) the issuance of shares of Standard BioTools Common Stock to holders of Treeline Capital

Stock pursuant to the Merger Agreement and in accordance with the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”)

(the “Standard BioTools Share Issuance”), (ii) the Charter Amendment and (iii) adoption of a post-Closing equity incentive

plan and a post-Closing employee stock purchase plan (the “ESPP”). Receipt of Standard BioTools stockholder approval for the

proposals described in clauses (i) and (ii) above is a condition to the Closing.

The consummation of the Transactions is subject

to certain other customary closing conditions, including, among other things, (i) the effectiveness of the Registration Statement on Form

S-4 to register certain of the shares of Standard BioTools Common Stock to be issued pursuant to the Merger Agreement, (ii) the listing

of existing shares of Standard BioTools Common Stock on Nasdaq as of the date of the Closing (the “Closing Date”) and the

approval for listing on Nasdaq of the shares of Standard BioTools Common Stock issuable in connection with the Merger, subject to official

notice of issuance, and (iii) expiration or termination of the waiting period applicable to the Transactions under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended. Standard BioTools expects the Transactions to close in the second half of 2026.

Non-Solicitation

From the date of the Merger Agreement until the

earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, Standard BioTools will

be subject to customary restrictions on its ability to, among other things, (i) solicit, initiate or knowingly facilitate certain competing

acquisition proposals from third parties, (ii) participate in discussions and engage in negotiations with, and provide non-public information

to, third parties regarding competing acquisition proposals, (iii) enter into any binding or nonbinding agreement for a competing acquisition

proposal and (iv) withdraw, modify or fail to publicly affirm (in certain circumstances) the Standard BioTools Board recommendation in

favor of the Transactions, subject to a customary provision that allows Standard BioTools, under certain specified circumstances, to participate

in discussions and engage in negotiations with, and provide non-public information to, third parties with respect to a competing acquisition

proposal that did not result from a breach of the foregoing restrictions, if the Standard BioTools Board determines in good faith after

consultation with its outside legal and financial advisors that such competing acquisition proposal constitutes a Parent Superior Proposal

(as defined in the Merger Agreement) or could reasonably be expected to result in a Parent Superior Proposal and that the failure to take

such actions would reasonably be expected to be inconsistent with the Standard BioTools Board’s fiduciary duties. Standard BioTools

is required to notify Treeline of certain competing acquisition proposals, provide copies of written documentation related to such competing

acquisition proposals and give Treeline a customary match period before effecting a change in the Standard BioTools Board recommendation

in favor of the Transactions.

Standard BioTools Legacy Businesses

Under the Merger Agreement, Standard BioTools must

use its commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of its mass

cytometry and microfluidics businesses (the “Legacy Business” and each such transaction, a “Legacy Transaction”).

If Standard BioTools has not entered into a definitive agreement for the disposition of any portion of the Legacy Business on or before

the date the Registration Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”),

Standard BioTools is required to commence mutually agreed wind-down activities with respect to that portion of the Legacy Business.

Termination and Fees

The Merger Agreement contains certain termination

rights for each of Treeline and Standard BioTools. Upon termination of the Merger Agreement under specified circumstances, including if

Treeline terminates the Merger Agreement due to a change in the Standard BioTools Board recommendation in favor of the Transactions, Standard

BioTools will be required to make a payment to Treeline equal to $16.1 million in cash. Standard BioTools will be required to reimburse

Treeline’s reasonable out-of-pocket fees in connection with the Transactions in an amount up to $5 million if the Merger Agreement

is terminated due to a failure to obtain the required approval of Standard BioTools stockholders.

Combined Company Board of Directors and Executive

Team

Standard BioTools and Treeline expect the Board

of Directors of the combined company will consist of 12 members, with ten members designated by Treeline and two members designated by

Standard BioTools. The parties also expect that, immediately after the Effective Time, Dr. Josh Bilenker, currently the chief executive

officer and co-founder of Treeline, will be appointed as Chief Executive Officer of the combined company, Dr. Jeff Engelman, currently

the chief scientific officer and co-founder of Treeline, will be appointed as Chief Scientific Officer of the combined company, and Spencer

Smith, currently the chief financial officer of Treeline, will be appointed as Chief Financial Officer of the combined company.

Other Terms of the Merger Agreement

The Merger Agreement contains customary representations,

warranties and covenants of the parties thereto, including certain covenants regarding the operation of the businesses of Standard BioTools

and Treeline from the date of the Merger Agreement until the earlier of the consummation of the Transactions and the termination of the

Merger Agreement in accordance with its terms.

The preceding summary does not purport to be complete

and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K

and which is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K

to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information

about Standard BioTools or Treeline. The Merger Agreement includes representations, warranties and covenants of Standard BioTools and

Treeline made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the

negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement

or any descriptions thereof as characterizations of the actual state of facts or conditions of Standard BioTools, Treeline or any of their

respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date,

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

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

representations and warranties may be subject to exceptions contained in a disclosure schedule to the Merger Agreement which is not filed

publicly. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding

Treeline, Standard BioTools or any of their respective affiliates, the Merger Agreement and the Transactions that will be contained in,

or incorporated by reference into, the Registration Statement on Form S-4 that will include a Proxy Statement of Standard BioTools and

a prospectus of Standard BioTools as well as in the Form 10-K, Form 10-Qs and other filings that Standard BioTools makes with the SEC.

Voting Agreements

Concurrently with the execution of the Merger

Agreement, certain stockholders of Standard BioTools (including its directors and certain officers), collectively holding

approximately 39% of the outstanding shares of Standard BioTools Common Stock, entered into voting agreements (the “Voting

Agreements”) pursuant to which they have agreed to vote all of their shares of Standard BioTools Common Stock in favor of the

Standard BioTools Share Issuance, the Charter Amendment and the adoption of the post-Closing equity incentive plan and post-Closing

ESPP, subject to a reduction in the number of shares subject to the voting requirements for certain stockholders in the event of a

change in the recommendation of the Special Committee in favor of the Transactions such that the aggregate number of outstanding

shares of Standard BioTools Common Stock subject to the voting requirements in the Voting Agreements is reduced to approximately 30%

of the outstanding shares of Standard BioTools Common Stock.

The preceding summary of the Voting Agreements

does not purport to be complete and is qualified in its entirety by reference to the form of Voting Agreement filed as Exhibit 10.1 to

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

Lock-Up Agreements

Concurrently with the execution of the Merger

Agreement, certain stockholders of each of Standard BioTools and Treeline (including each individual who will serve as a director or

executive officer of the combined company following the Closing) entered into lock-up agreements (the “Lock-Up

Agreements”), pursuant to which, subject to specified exceptions, such persons agreed not to offer, pledge, sell or otherwise

transfer or dispose of, directly or indirectly, certain of the shares of the common stock of the combined company (or any securities

convertible into or exercisable or exchangeable for shares of the common stock of the combined company) held by such person for a

period of 180 days following the Closing.

The preceding summary of the Lock-Up Agreements

does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, which is filed as Exhibit

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

Contingent Value Rights Agreement

Prior to the Effective Time, Standard BioTools

expects to declare a dividend to Standard BioTools stockholders as of the close of business on the last business day prior to the day

on which the Effective Time occurs in the form of one contingent value right (each, a “CVR”) for each outstanding share of

Standard BioTools Common Stock held by such stockholder on such date. The payment date for such dividend will be three business days after

the Effective Time. The CVRs will be issued pursuant to the terms of a Contingent Value Rights Agreement to be entered into between Standard

BioTools and a rights agent (the “CVR Agreement”).

Pursuant to the CVR Agreement, the holder of each

CVR will be entitled to receive a payment for each 12-month CVR payment period during the five year term of the CVR Agreement, consisting

of a number of shares of Standard BioTools Common Stock (with fractional shares settled in cash) equal to such holder’s pro rata

portion of the aggregate net proceeds received by the combined company during such 12-month CVR payment period from the following sources:

(i) proceeds from any sale, disposition, or other monetization of the Legacy Business; (ii) proceeds from convertible notes or other investments

held by Standard BioTools as of the Closing Date; (iii) earnout, milestone, royalty or other similar contingent payments due to Standard

BioTools under contracts in effect as of the Closing Date, including payments from Illumina, Inc. pursuant to the Stock Purchase Agreement

dated June 22, 2025; and (iv) any surplus in Standard BioTools’ net cash delivered at Closing as finally determined under the Merger

Agreement. The maximum number of shares of common stock of the combined company which may be issued by the combined company pursuant to

the CVR Agreement is 76,000,000. There can be no assurance that any payments will be made on the CVRs.

The right to the contingent payments contemplated

by the CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the CVR Agreement.

The CVRs are not evidenced by a certificate or any other instrument and are not registered with the SEC. The CVRs do not have any voting

or dividend rights and do not represent any equity or ownership interest in Standard BioTools or any of its respective affiliates. No

interest will accrue on any amounts payable in respect of the CVRs.

The preceding summary of the CVR Agreement does

not purport to be complete and is qualified in its entirety by reference to the form of CVR Agreement, which is filed as Exhibit 10.3

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

Item 3.02

Unregistered Sales of Equity Securities.

Certain of the shares of Standard BioTools Common

Stock being issued in the Merger will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities

Act and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering”

as defined in Section 4(a)(2) of the Securities Act. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is

an offer to sell or the solicitation of an offer to buy the Standard BioTools Common Stock or any other securities of Standard BioTools

or Treeline.

Item 5.01

Changes in Control of Registrant.

To the extent required by this Item, the information

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

Item 5.02

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

To the extent required by this Item, the information

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

Item 7.01

Regulation FD Disclosure.

On June 8, 2026, Standard BioTools and Treeline

issued a joint press release announcing the execution of the Merger Agreement (the “Press Release”), and Standard BioTools included prepared remarks and an investor presentation on its website. On June 8, 2026, Standard BioTools conducted

a town hall for its employees related to the Transactions. Copies of the Press Release, the prepared remarks, the investor presentation

and the town hall presentation are attached as Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, respectively.

In accordance with General Instruction B.2 of Form

8-K, the foregoing information, including Exhibits 99.1, 99.2, 99.3 and 99.4, shall not be deemed “filed” for the 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 such information, including Exhibits 99.1, 99.2, 99.3 and 99.4, be deemed incorporated by reference into any

filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

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

statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding the

structure and timing of the proposed Merger; expectations regarding the perceived benefits of and opportunities from the Transactions;

expectations regarding the ownership structure of the combined company; the expected management team of the combined company; the potential

for Standard BioTools stockholders to receive consideration pursuant to the CVRs; expectations regarding the trading of the combined company’s

common stock on Nasdaq after the closing of the Transactions; and any assumptions underlying any of the foregoing. The words “believe,”

“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”

“expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are

subject to risks, uncertainties, and assumptions.

Forward-looking statements involve known and unknown

risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any

future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited

to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from stockholders of Standard BioTools; (ii)

the risk that the Transactions may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition

proposals will be made; (iv) the possibility that any or all of the various conditions to the consummation of the Transactions may not

be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities;

(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including

in circumstances that would require either party to pay a termination fee or other expenses; (vi) the effect of the pendency of the Transactions

on the parties’ ability to retain and hire key personnel, their ability to maintain relationships with customers, suppliers and

others with whom they do business, their business generally or their stock price; (vii) risks related to diverting management’s

attention from ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder

litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; (ix) the parties’

ability to realize the anticipated benefits of the Transactions; (x) the risk that the parties may assume unexpected liabilities and expenses

as a result of the Transactions; (xi) the risk that the potential dispositions of Standard BioTools’ Mass Cytometry and Microfluidics

businesses may not be completed on favorable terms or at all; (xii) the risk that Standard BioTools could fail to maintain the listing

of the Standard BioTools Common Stock on Nasdaq; (xiii) uncertainties as to the potential for development, commercialization and other

benefits of any of Treeline’s product candidates; and (xiv) uncertainties as to Treeline’s anticipated preclinical and clinical

drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and

other clinical results. For information regarding other related risks, see the “Risk Factors” section of Standard BioTools’

Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, Standard BioTools’ most recent

Quarterly Report on Form 10-Q and in Standard BioTools’ other filings with the SEC. Should any of these risks or uncertainties materialize,

actual results could differ materially from expectations. These forward-looking statements speak only as of the date hereof. Neither Standard

BioTools nor Treeline assumes any obligation to, and does not currently intend to, update any such forward-looking statements except as

may be required by law.

Additional Information and Where to Find It

This communication may be deemed to be solicitation

material in respect of the proposed transaction involving Standard BioTools and Treeline. In connection with the proposed transaction

and required stockholder approval, Standard BioTools intends to file with the SEC a registration statement on Form S-4 that will include

a proxy statement and a prospectus of Standard BioTools. This communication is not a substitute for the proxy statement/prospectus or

any other document that Standard BioTools may file with the SEC or send to its stockholders in connection with the proposed transaction.

No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities

Act of 1933, as amended. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Standard

BioTools.

INVESTORS AND STOCKHOLDERS OF STANDARD BIOTOOLS

ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS, SUPPLEMENTS AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN)

AND OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT

TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STANDARD BIOTOOLS, TREELINE AND THE PROPOSED TRANSACTION.

Copies of the materials filed or to be filed by Standard BioTools with the SEC may be obtained free of charge on Standard BioTools’

Investor Relations website at https://investors.standardbio.com/ or by contacting Standard BioTools’ Investor Relations department

at ir@standardbio.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.

Participants in the Solicitation

Standard BioTools, Treeline and certain of their

respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation

of proxies of Standard BioTools stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may

obtain more detailed information regarding the names, affiliations and interests of Standard BioTools’ executive officers and directors

in the solicitation by reading Standard BioTools’ proxy statement for its 2026 annual meeting of stockholders (including under the

headings “Management and Corporate Governance,” “Executive Officer and Director Compensation,” “Security

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive Compensation” and

“Certain Relationships and Related Transactions, and Director Independence”), its Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and Standard BioTools’ other filings with the SEC. Information

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Standard BioTools stockholders in connection

with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will

be set forth in the registration statement on Form S-4 and other relevant materials when filed with the SEC in connection with the proposed

transaction. Information regarding Treeline’s directors and executive officers who may be deemed participants in the solicitation

will be contained in the registration statement on Form S-4 when it becomes available. These documents are or will be available free of

charge at the SEC’s website at www.sec.gov or by going to Standard BioTools’ Investor Relations website at http://investors.standardbio.com

or contacting Standard BioTools’ Investor Relations department at ir@standardbio.com.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger and Reorganization, by and among

Treeline Biosciences, Inc., Standard BioTools Inc. and Siri Merger Sub, Inc. dated as of June 6, 2026.

10.1

Form of Voting Agreement.

10.2

Form of Lock-Up Agreement.

10.3

Form of CVR Agreement.

99.1

Press Release, dated as of June 8, 2026.

99.2

Prepared Remarks.

99.3

Investor Presentation.

99.4

Town Hall Presentation.

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document).

* Portions of this exhibit have been omitted pursuant to Item 601(a)(5)

of Regulation S-K. Standard BioTools agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities

and Exchange Commission upon request; provided that Standard BioTools may request confidential treatment pursuant to Rule 24b-2 under

the Exchange Act for any exhibits or schedules so furnished.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2026

STANDARD BIOTOOLS INC.

By:

/s/ Alex Kim

Name: Alex Kim

Title: Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2617100d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

among

TREELINE BIOSCIENCES, INC.,

STANDARD BIOTOOLS INC.,

and

SIRI MERGER SUB, INC.

Dated as of June 6, 2026

TABLE OF CONTENTS

Page

Article I THE MERGER; CLOSING; SURVIVING COMPANY

1.1

The Merger

1.2

Closing

1.3

Effective Time

1.4

Parent Charter Amendment; Surviving Company Certificate of Incorporation

1.5

Surviving Company Bylaws

1.6

Directors and Officers of Parent

1.7

Directors and Officers of the Surviving Company

Article II EFFECT OF THE MERGER ON SECURITIES; EXCHANGE

2.1

Effect on Capital Stock

2.2

Exchange of Certificates

2.3

Treatment of Company Options and Warrants

2.4

Withholding Rights

2.5

Appraisal Rights

2.6

Calculation of Parent Net Cash

2.7

Post-Closing Adjustment of Parent Net Cash

Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

Organizational Documents

3.2

Due Organization; Subsidiaries

3.3

Capitalization

3.4

Authority; Binding Nature of Agreement; Required Vote

3.5

Non-Contravention; Consents

3.6

Financial Statements

3.7

Absence of Changes

3.8

Absence of Undisclosed Liabilities

3.9

Title to Assets

3.10

Legal Proceedings; Orders

3.11

Contracts

3.12

Employee and Labor Matters; Benefits Plans

3.13

Environmental Matters

3.14

Taxes

3.15

Intellectual Property

3.16

Privacy and Data Security

3.17

Compliance with Laws; Permits; Regulatory Matters

3.18

Insurance

3.19

Real Estate

3.20

Registration Statement and Proxy Statement/Prospectus

3.21

Transactions with Affiliates

3.22

Brokers and Finders

3.23

Certain Business Practices

3.24

Ownership of Parent Common Stock

Article IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

4.1

Organizational Documents

4.2

Due Organization; Subsidiaries

4.3

Capitalization

4.4

Authority; Binding Nature of Agreement; Required Vote

4.5

Non-Contravention; Consents

4.6

SEC Documents; Financial Statements

4.7

Absence of Changes

4.8

Absence of Undisclosed Liabilities

4.9

Title to Assets

4.10

Legal Proceedings; Orders

4.11

Contracts

4.12

Employee and Labor Matters; Benefits Plans

4.13

Environmental Matters

4.14

Taxes

4.15

Intellectual Property

4.16

Privacy and Data Security

4.17

Compliance with Laws; Permits; Regulatory Matters

4.18

Insurance

4.19

Real Estate

4.20

Registration Statement and Proxy Statement/Prospectus

4.21

Transactions with Affiliates

4.22

Brokers and Finders

4.23

Opinion of Financial Advisor

4.24

Certain Business Practices

4.25

Ownership and Operations of Merger Sub

4.26

Customers and Suppliers

4.27

Ownership of the Company Common Stock

Article V COVENANTS

5.1

Interim Operations

5.2

Company Acquisition Proposals; Company Change in Recommendation

5.3

Parent Acquisition Proposals; Parent Change in Recommendation

5.4

Information Supplied

5.5

Stockholder Approvals

5.6

Regulatory Approvals; Reasonable Best Efforts

5.7

Access; Consultation

5.8

Stock Exchange Listing

5.9

Publicity

5.10

Expenses

5.11

Indemnification; Directors’ and Officers’ Insurance

5.12

Takeover Statute

5.13

Control of Company’s or Parent’s Operations

5.14

Directors and Officers

iii

5.15

Lock-Up Agreements

5.16

Approval by Sole Stockholder of Merger Sub

5.17

Stockholder Litigation

5.18

Tax Treatment

5.19

Parent Resignations

5.20

Obligations of Merger Sub and Surviving Company

5.21

Closing Dividend; CVR Agreement

5.22

Parent Reverse Stock Split

5.23

Wind-Down Activities and Legacy Transactions; Parent Employees

5.24

Termination of Company Investor Agreements

5.25

Parent Equity Plans

5.26

Termination of the Parent’s 401(k) Plan

5.27

Company Preferred Stock

Article VI CONDITIONS

6.1

Conditions to Each Party’s Obligation to Effect the Contemplated Transactions

6.2

Conditions to Obligations of Parent and Merger Sub

6.3

Conditions to Obligation of Company

6.4

Frustration of Conditions

Article VII TERMINATION

7.1

Termination by Mutual Consent

7.2

Termination by Either Parent or Company

7.3

Termination by Company

7.4

Termination by Parent

7.5

Company Termination Fee and Expense Reimbursement

7.6

Parent Termination Fee and Expense Reimbursement

7.7

Notice of Termination

7.8

Effect of Termination and Abandonment

7.9

Remedies

Article VIII MISCELLANEOUS AND GENERAL

8.1

Survival

8.2

Amendment

8.3

Assignability

8.4

Waiver

8.5

Entire Agreement; Counterparts; Exchanges by Electronic Transmission

8.6

Governing Law and Venue; Waiver of Jury Trial

8.7

Notices

8.8

No Third Party Beneficiaries

8.9

Severability

8.10

No Other Representations and Warranties

8.11

Construction

8.12

Specific Performance

100

8.13

Actions by Parent After the Closing

101

8.14

Special Committee Approval

101

Exhibits

‎Exhibit A

Definitions

Exhibit B

Form of Company Stockholder Written Consent

Exhibit C

Form of Certificate of Merger

Exhibit D

Form of Surviving Company Certificate of Incorporation

Exhibit E

Form of Surviving Company Bylaws

Exhibit F

Form of Parent Net Cash Schedule

Exhibit G

Directors and Officers of Parent

Exhibit H

Form of CVR Agreement

Schedules

Schedule A

Consenting Company Stockholders

Schedule B

Accounting Principles

Schedule C

Investor Agreements

Defined Terms Index

Section

Acceptable Parent Confidentiality Agreement

Section ‎5.3(b)

Accounting Firm

Section ‎2.7(d)

Agreement

Preamble

Anticipated Closing Date

Section ‎2.6(b)

capitalization change

Section ‎2.1(c)

Carta

Section ‎2.2(g)

Certificate

Section ‎2.1(a)(ii)

Certificate of Merger

Section ‎1.3

Closing

Section ‎1.2

Closing Date

Section ‎1.2

Closing Dividend

Section ‎5.21(a)

Code

Recitals

Company

Preamble, Preamble

Company Alternative Acquisition Agreement

Section ‎5.2(e)

Company Audited Financial Statements

Section ‎3.6(a)

Company Balance Sheet

Section ‎3.7(a)

Company Board

Recitals

Company Board Recommendation

Recitals

Company Change in Recommendation

Section ‎5.2(e)

Company Common Stock

Section ‎3.3(a)

Company Disclosure Schedule

‎Article III

Company Equity Plan

Section ‎3.3(d)

Company Fee Reimbursement

Section ‎7.6(b)

Company Financial Statements

Section ‎3.6(a)

Company In-bound License

Section ‎3.15(d)

Company Leased Real Property

Section ‎3.19

Company Lock-Up Agreement

Recitals

Company Material Contract

Section ‎3.11(a)

Company Out-bound License

Section ‎3.15(d)

Company Partner Permits

Section 3.17(c)

Company Permits

Section ‎3.17(c)

Company Preferred Stock

Section ‎3.3(a)

Company Real Estate Leases

Section ‎3.19

Company Sensitive Data

Section ‎3.16(a)

Company Series A Preferred Stock

Section ‎3.3(a)

Company Series A-1 Preferred Stock

Section ‎3.3(a)

Company Series A-2 Preferred Stock

Section ‎3.3(a)

Company Shares

Recitals

Company Stockholder Approval

Section ‎3.4(b)

Company Stockholder Written Consent

Recitals

Company Unaudited Financial Statements

Section ‎3.6(a)

Consenting Company Stockholders

Recitals

CVR

Section ‎5.21(a)

CVR Agreement

Section ‎5.21(a)

CVR Record Date

Section ‎5.21(a)

D&O Tail Policy

Section ‎5.11(b)

DGCL

Recitals

Dispute Notice

Section ‎2.7(a)

Dissenting Shares

Section ‎2.5(a)

Divested Business

Section ‎4.11(c)

Divested Business Employees

Section ‎4.12(k)

DOL

Section ‎3.12(b)

Effective Time

Section ‎1.3

Electronic Certificates

Section ‎2.2(g)

Enforceability Exceptions

Section ‎3.4(a)

Exchange Agent

Section ‎2.2(a)

Exchange Fund

Section ‎2.2(a)

Excluded Shares

Section ‎2.1(a)(i)

Final Parent Net Cash Surplus

Section ‎2.7(g)

Indemnified Person

Section ‎5.11(a)

Intended Tax Treatment

Recitals

Interim Net Cash Schedule

Section ‎2.6(a)

Investor Agreements

Section ‎5.24

IRS

Section ‎3.12(b)

Legacy Parent Directors

Section ‎5.14(a)

Legal Restraints

Section ‎6.1(b)

Lock-Up Agreements

Recitals

Merger

Recitals

Merger Consideration

Section ‎2.1(a)(i)

Merger Sub

Preamble

Modified Exchange Ratio

Section ‎2.7(e)

Parent

Preamble

Parent Alternative Acquisition Agreement

Section ‎5.3(e)

Parent Balance Sheet

Section ‎4.7

Parent Board

Recitals

Parent Board Recommendation

Recitals

Parent Certifications

Section ‎4.6(a)

Parent Change in Recommendation

Section ‎5.3(e)

Parent Charter Amendment

Section ‎1.4(a)

Parent Common Stock

Section ‎4.3(a)

Parent Disclosure Schedule

‎Article IV

Parent Equity Plans

Section ‎4.3(d)

Parent ESPP

Section ‎4.3(d)

Parent Fee Reimbursement

Section ‎7.5(b)

Parent In-bound License

Section ‎4.15(d)

Parent Leased Real Property

Section ‎4.19

Parent Legacy Transaction

Section ‎5.23(a)

Parent Lock-Up Agreement

Recitals

Parent Material Contract

Section ‎4.11(a)

Parent Net Cash Schedule

Section ‎2.6(b)

Parent Out-bound License

Section ‎4.15(d)

Parent Partner Permits

Section ‎4.17(c)

Parent Permits

Section ‎4.17(c)

Parent Real Estate Leases

Section ‎4.19

Parent Reverse Stock Split

Section ‎5.22

Parent SEC Documents

Section ‎4.6(a)

Parent Sensitive Data

Section ‎4.16(a)

Parent Share Issuance

Recitals

Parent Stockholder Approval

Section ‎4.4(c)

Parent Stockholders Meeting

Section ‎5.5(b)(i)

Parent Voting Agreement

Recitals

Parties

Preamble

Party

Preamble

Per Share Merger Consideration

Section ‎2.1(a)(i)

Post-Closing Period

Section 8.13

PPACA

Section ‎3.12(i)

Pre-Closing Period

Section ‎5.1(a)

Proxy Statement/Prospectus

Section ‎5.4(a)

Recall

Section ‎3.17(e)

Recipient

Section ‎7.9(a)

Registration Statement

Section ‎5.4(a)

Representatives

Section ‎5.2(a)

Response Date

Section ‎2.7(a)

Rights Agent

Section ‎5.21(a)

Special Committee

Recitals

Specified Cash-Walk Items

Section ‎5.23(b)

Stockholder Notice

Section ‎5.5(a)(iii)

Surviving Company

Section ‎1.1

Surviving Company Bylaws

Section ‎1.5

Surviving Company Certificate of Incorporation

Section ‎1.4(b)

Tax Opinion

Section ‎5.18(d)

Termination Date

Section ‎7.2(a)

Termination Fee

Section ‎7.9(a)

Trade Control Laws

Section ‎3.23(b)

Transaction Litigation

Section ‎5.17

Uncertificated Shares

Section ‎2.1(a)(ii)

WARN Act

Section ‎3.12(s)

Willful Breach

Section ‎7.8

Wind-Down Activities

Section ‎5.23(b)

Wind-Down Costs

Section ‎5.23(b)

Wind-Down Schedule

Section ‎5.23(b)

vii

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This AGREEMENT AND PLAN

OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated as of June 6, 2026, among

Treeline Biosciences, Inc., a Delaware corporation (the “Company”), Standard BioTools Inc., a Delaware corporation

(“Parent”), and Siri Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger

Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively

as the “Parties”. Defined terms used in this Agreement have the respective meanings ascribed to them by the definitions

in this Agreement or in ‎Exhibit A.

RECITALS

A. The Parties wish to effect a business combination

through the merger of Merger Sub with and into the Company, with the Company being the surviving

corporation (the “Merger”).

B. In connection with the Merger, each outstanding

share of the Company Capital Stock (“Company Shares”) issued and outstanding

immediately prior to the Effective Time shall be cancelled and each holder of Company Shares

shall have the right to receive the Per Share Merger Consideration upon the terms and subject

to the conditions set forth in this Agreement and in accordance with the General Corporation

Law of the State of Delaware (the “DGCL”) (other than Company Shares to

be cancelled in accordance with Section ‎2.1(a)(iii)).

C. The board of directors of the Company (the

“Company Board”) has (i) determined that the Contemplated Transactions,

including the Merger, are advisable, fair to and in the best interests of the Company and

its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated

Transactions, and (iii) resolved to recommend the adoption of this Agreement by the

Company’s stockholders (such recommendation, the “Company Board Recommendation”).

D. The board of directors of Parent (the “Parent

Board”) has established a special committee of the Parent Board consisting solely

of “disinterested directors” (as defined in Section 144(e)(4) of the

DGCL) (the “Special Committee”) and has delegated to the Special Committee

the full power and authority of the Parent Board, to the maximum extent permitted by applicable

law, to (i) explore, consider, evaluate, review, negotiate, approve or reject the Contemplated

Transactions and, if Parent Board approval of the Contemplated Transactions is required under

the DGCL, recommend to the Parent Board for approval or rejection the Contemplated Transactions

and (ii) determine whether the Contemplated Transactions are advisable, fair to and

in the best interests of Parent and its stockholders.

E. The Special Committee has unanimously (i) determined

that the Contemplated Transactions are advisable, fair to and in the best interests of Parent

and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated

Transactions and recommended that the Parent Board approve and declare advisable the Contemplated

Transactions and (iii) recommended that the Parent Board resolve to recommend the approval

of the issuance of shares of Parent Common Stock pursuant to this Agreement (the “Parent

Share Issuance”), the Parent Charter Amendment and the Parent Reverse Stock Split

by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”).

F. The Parent Board has (i) determined that

the Contemplated Transactions are advisable, fair to and in the best interests of Parent

and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated

Transactions, and (iii) resolved to make the Parent Board Recommendation.

G. The board of directors of Merger Sub, by resolutions

duly adopted, has (i) determined that the Contemplated Transactions, including the Merger,

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

(ii) approved and declared advisable this Agreement and the Contemplated Transactions

and (iii) resolved to recommend the adoption of this Agreement by Parent as its sole

stockholder.

H. Immediately (and in any event within 24 hours)

following the execution and delivery of this Agreement, the Company shall seek to obtain

and deliver to Parent a written consent in substantially the form attached hereto as Exhibit B

(the “Company Stockholder Written Consent”) executed by the stockholders

identified on Schedule A (the “Consenting Company Stockholders”),

evidencing, among other things, the obtainment of the Company Stockholder Approval.

I. Concurrently with the execution and delivery

of this Agreement, and as a condition and inducement to the Company’s willingness to

enter into this Agreement, certain stockholders of Parent have entered into an agreement

with Parent and the Company (each, a “Parent Voting Agreement”) pursuant

to which each such stockholder has agreed, among other things, to vote the shares of capital

stock of Parent held by such stockholder in favor of the Parent Share Issuance, the Parent

Charter Amendment and the Parent Reverse Stock Split.

J. Concurrently with the execution and delivery

of this Agreement, and as a condition and inducement to Parent’s willingness to enter

into this Agreement, certain stockholders of the Company (including each individual who will

serve as a director or executive officer of Parent following the Closing) have entered into

a lock-up agreement (each, a “Company Lock-Up Agreement”).

K. Concurrently with the execution and delivery

of this Agreement, and as a condition and inducement to the Company’s willingness to

enter into this Agreement, certain stockholders of Parent (including each individual who

will serve as a director or executive officer of Parent following the Closing) have entered

into a lock-up agreement (each, a “Parent Lock-Up Agreement” and together

with the Company Lock-Up Agreements, the “Lock-Up Agreements”).

L. For U.S. federal income Tax purposes, it is

intended that (i) the Merger will qualify as a “reorganization” within the

meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the

“Code”) (such treatment, the “Intended Tax Treatment”)

and (ii) this Agreement be, and it is hereby adopted as a “plan of reorganization”

within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

NOW, THEREFORE, in

consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties hereby

agree as follows:

Article I

THE MERGER; CLOSING; SURVIVING COMPANY

1.1            The

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

with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving

company in the Merger (sometimes hereinafter referred to as the “Surviving Company”), and the separate corporate existence

of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as

set forth in Article ‎II. The Merger shall have the effects specified in this Agreement and the DGCL.

1.2            Closing.

The closing of the Merger (the “Closing”) shall take place (a) via electronic exchange of the required Closing

documentation set forth in Section ‎1.3 and ‎Article VI, as soon as reasonably practicable, and in no

event later than three Business Days following the day on which the last to be satisfied or waived of each of the conditions set forth

in ‎Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the

satisfaction or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement or (b) at such

other place and time and/or on such other date as the Company and Parent may otherwise agree in writing (the date on which the Closing

occurs, the “Closing Date”).

1.3            Effective

Time. Upon the Closing, the Company and Parent will cause the certificate of merger with respect to the Merger in the form attached

hereto as Exhibit C (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary

of State of the State of Delaware as provided in the DGCL. The Merger shall become effective at the time when the Certificate of Merger

has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed upon by the Parties in

writing and set forth in the Certificate of Merger in accordance with the DGCL (the “Effective Time”).

1.4            Parent

Charter Amendment; Surviving Company Certificate of Incorporation.

(a)            The

certificate of incorporation of Parent immediately following the Effective Time shall be identical to the certificate of incorporation

of Parent immediately prior to the Effective Time, until thereafter amended as provided therein or by applicable Law; provided

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

to “Treeline Biosciences Holdings, Inc.” or such other name as designated in writing by the Company no later than five

Business Days prior to the Closing Date and (ii) effect the Parent Reverse Stock Split if not previously effected prior to the Effective

Time as permitted by Section 5.22 (the “Parent Charter Amendment”).

(b)            At

the Effective Time, by the filing of the Certificate of Merger, the certificate of incorporation of the Company shall be amended and

restated in its entirety to read as set forth in Exhibit E and as so amended and restated shall be the certificate of incorporation

of the Surviving Company (the “Surviving Company Certificate of Incorporation”), until thereafter amended as provided

therein or by applicable Law, subject to Section ‎5.11(b).

1.5            Surviving

Company Bylaws. At the Effective Time, the bylaws of the Company shall be amended and restated in their entirety to read as set forth

in Exhibit E and as so amended and restated shall be the bylaws of the Surviving Company (the “Surviving Company

Bylaws”), until thereafter amended as provided therein, in the Surviving Company Certificate of Incorporation or by applicable

Law, subject to Section ‎5.11(a).

1.6            Directors

and Officers of Parent. The Parties shall take all actions necessary so that the directors and officers of Parent immediately following

the Effective Time, each to hold office in accordance with Parent’s Organizational Documents, shall be as set forth in Section ‎5.14

after giving effect to the provisions of Section ‎5.14(a), or such other Persons as shall be mutually agreed upon by

Parent and the Company in writing prior to the Effective Time until their successors have been duly elected or appointed and qualified

or until their earlier death, resignation or removal in accordance with Parent’s Organizational Documents and applicable Law, subject

to Section ‎5.11(a).

1.7            Directors

and Officers of the Surviving Company. The Parties shall take all actions necessary so that the directors and officers of the Surviving

Company immediately following the Effective Time, each to hold office in accordance with the Surviving Company’s Organizational

Documents, shall be as set forth in Section ‎5.14 after giving effect to the provisions of Section ‎5.14(a),

or such other Persons as shall be mutually agreed upon by Parent and the Company in writing prior to the Effective Time until their successors

have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving

Company’s Organizational Documents and applicable Law, subject to Section ‎5.11(a).

Article II

EFFECT OF THE MERGER ON SECURITIES; EXCHANGE

2.1            Effect

on Capital Stock.

(a)            At

the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company, Parent

or Merger Sub or any other Person:

(i)            Merger

Consideration. Each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares held

in treasury (the “Excluded Shares”) and Dissenting Shares) shall be automatically converted into the right to receive

a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration” and the

aggregate shares of Parent Common Stock issued by applying the Exchange Ratio in accordance with this Section ‎2.1(a) and

Section 2.3, the “Merger Consideration”). The number of shares of Parent Common Stock each holder of Company

Shares is entitled to receive pursuant to this Section 2.1(a) shall be rounded down to the nearest whole share and computed

after aggregating all Company Shares held by such holder of Company Shares.

(ii)            At

the Effective Time, all of the Company Shares (other than Excluded Shares and Dissenting Shares) shall cease to be outstanding, shall

be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of

the Company Shares (other than Excluded Shares and Dissenting Shares) and (B) each book-entry account formerly representing any

uncertificated Company Shares (“Uncertificated Shares”) (other than Excluded Shares and Dissenting Shares) shall thereafter

represent only the right to receive the Per Share Merger Consideration and any distributions or dividends payable pursuant to Section ‎2.2(c),

without interest, in each case to be issued or paid in consideration therefor upon surrender of such Certificates or Uncertificated Shares

in accordance with Section ‎2.2.

(iii)            Cancellation

of Excluded Shares. Each Excluded Share shall, by virtue of the Merger and without any action on the part of the Company, Parent,

Merger Sub or any other Person, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease

to exist.

(b)            Merger

Sub. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective

Time shall be converted into and become (on a one-for-one basis) one validly issued, fully paid and nonassessable share of common stock,

$0.001 par value per share, of the Surviving Company, and such converted shares shall constitute the only outstanding shares of capital

stock of the Surviving Company immediately following the Effective Time.

to Exchange Ratio. If, between the time of calculating the Exchange Ratio and the Effective Time, the outstanding shares of Company

Capital Stock or Parent Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class

or series of shares, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination

or exchange of shares or other like change (any of the foregoing, a “capitalization change”), the Exchange Ratio shall,

to the extent necessary, be equitably adjusted (including as a result of the Parent Reverse Stock Split to the extent such split has

not previously been taken into account in calculating the Exchange Ratio and occurs prior to the Effective Time) to reflect such change

to the extent necessary to provide the holders of Company Capital Stock and holders of Parent Common Stock with the same economic effect

as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, reverse split,

combination or exchange of shares or other like change; provided that nothing herein will be construed to permit the Company or

Parent to take any action with respect to Company Capital Stock or Parent Common Stock, respectively, that is prohibited or not expressly

permitted by the terms of this Agreement. Likewise, if a capitalization change occurs prior to the Effective Time, the terms of any other

agreement contemplated to be entered into in connection with transactions contemplated hereby shall, to the extent necessary, be equitably

adjusted to reflect such change to the extent necessary to provide the applicable parties or holders with the same economic effect as

contemplated by such agreement prior thereto.

2.2            Exchange

of Certificates.

(a)            Exchange

Agent and Exchange Fund. Prior to the Effective Time, Parent shall designate Computershare Trust Company, N.A., its transfer agent,

as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the

agent for the Company’s stockholders for the purpose of receiving their surrendered Certificates and Uncertificated Shares and

shall obtain no rights or interests in the Company Shares represented thereby. At the Closing, Parent shall issue and cause to be deposited

with the Exchange Agent evidence of book-entry shares representing non-certificated shares of Parent Common Stock issuable pursuant to

Section ‎2.1(a) and Section ‎2.3. The shares of Parent Common Stock so deposited with

the Exchange Agent (which shall be non-certificated shares of Parent Common Stock in book-entry form), together with any dividends or

distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the

“Exchange Fund.”

(b)            Exchange

Procedures. Promptly after the Effective Time (and in any event within two Business Days thereafter), the Exchange Agent shall mail

to each holder of record of Company Shares represented by a Certificate (other than holders of Excluded Shares or Dissenting Shares)

or Uncertificated Shares who is entitled to any payment in respect of Company Shares held by such holder immediately prior to the Effective

Time (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the

Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section ‎2.2(f))

or Uncertificated Shares to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent

and the Company may reasonably agree, and (ii) instructions for surrendering the Certificates (or affidavits of loss in lieu of

the Certificates as provided in Section ‎2.2(f)) or Uncertificated Shares to the Exchange Agent. Prior to the

Closing, the Company may (and at the request of the Company, Parent shall use reasonable best efforts to) cause the Exchange Agent to

collect letters of transmittal in advance of the Closing (it being understood that such letters of transmittal shall be contingent on,

and shall be effective on, the occurrence of the Effective Time). Upon surrender of a Certificate (or affidavit of loss in lieu of the

Certificate as provided in Section ‎2.2(f)) or an Uncertificated Share to the Exchange Agent in accordance with

the terms of such letter of transmittal, the holder of such surrendered Certificate or Uncertificated Share shall be entitled to receive

in exchange therefor the Per Share Merger Consideration and any dividends or other distributions pursuant to Section ‎2.2(c),

less in each case any required Tax withholdings as provided in Section ‎2.4. The Certificate or Uncertificated

Share so surrendered shall forthwith be cancelled. Until due surrender of the Certificates or Uncertificated Shares, each Certificate

and Uncertificated Share that immediately prior to the Effective Time represented Company Shares shall be deemed, from and after the

Effective Time, to represent only the right to receive the Per Share Merger Consideration (and any distributions or dividends payable

pursuant to Section ‎2.2(c)). In the event of a transfer of ownership of Company Shares that is not registered

in the transfer records of the Company, the applicable portion of Merger Consideration to be exchanged upon due surrender of the Certificate

or Uncertificated Share, as applicable, pursuant to Section ‎2.1(a) may be issued and paid to such transferee

if (x) in the case of a Certificate, such Certificate formerly representing such Company Shares is surrendered to the Exchange Agent,

(y) in the case of an Uncertificated Share, written instructions authorizing the transfer of such Uncertificated Share are presented

to the Exchange Agent, and (z) the Certificate, in the case of clause (x), and the written instructions, in the case of clause (y),

are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes

have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent.

If any shares of Parent Common Stock representing Merger Consideration are to be delivered to a Person other than the holder in whose

name any Company Shares are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any

transfer or other similar Taxes required by reason of the transfer of such shares of Parent Common Stock to a Person other than the registered

holder of any Company Shares, or shall establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or

is not applicable.

with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued

and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent

Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions

in respect of all shares of Parent Common Stock issuable in the Merger. No dividends or other distributions in respect of the Parent

Common Stock issued pursuant to the Merger shall be paid to any holder of any un-surrendered Certificate or Uncertificated Share that

was issued and outstanding immediately prior to the Effective Time until such Certificate (or affidavit of loss in lieu thereof as provided

in Section ‎2.2(f)) or Uncertificated Share is surrendered for exchange in accordance with this ‎Article II.

Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided

in Section ‎2.2(f)) or Uncertificated Share, there shall be issued and/or paid to the holder of the whole shares

of Parent Common Stock issued in exchange therefor, without interest thereon, (a) at the time of such surrender, the dividends or

other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Common

Stock and not paid and (b) at the appropriate payment date, the dividends or other distributions payable with respect to such whole

shares of Parent Common Stock with a record date after the Effective Time, but with a payment date subsequent to surrender.

(d)            Transfer.

From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Company Shares that

were outstanding immediately prior to the Effective Time.

(e)            Termination

of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund) that remains

unclaimed by the holders of Company Shares that were issued and outstanding immediately prior to the Effective Time for 180 days after

the Effective Time shall be delivered, at Parent’s option, to Parent. Any former holder of Company Shares (other than Excluded

Shares and Dissenting Shares) who has not theretofore complied with Section ‎2.2(b) shall thereafter look

only to Parent for delivery of any shares of Parent Common Stock and any dividends and other distributions in respect of the Parent Common

Stock to be issued or paid pursuant to the provisions of this ‎Article II (after giving effect to any required

Tax withholdings as provided in Section ‎2.4) upon due surrender of its Certificates (or affidavits of loss in

lieu of the Certificates as provided in Section ‎2.2(f)) or Uncertificated Shares that were issued and outstanding

immediately prior to the Effective Time, without any interest thereon. Notwithstanding the foregoing, none of the Surviving Company,

Parent, the Exchange Agent or any other Person shall be liable to any former holder of Company Shares for any amount properly delivered

to a public official pursuant to applicable abandoned property, escheat or similar Laws. To the fullest extent permitted by Law, immediately

prior to the date any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, such Merger

Consideration shall become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(f)            Lost,

Stolen or Destroyed Certificates. In the event any Certificate representing Company Shares (other than Excluded Shares and Dissenting

Shares) that were issued and outstanding immediately prior to the Effective Time shall have been lost, stolen or destroyed, upon the

making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by the

Exchange Agent’s customary practices, the entry by such Person into an indemnification agreement in customary form providing an

indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for

such lost, stolen or destroyed Certificate, shares of Parent Common Stock and any dividends and other distributions in respect of the

Parent Common Stock that would have been issuable or payable pursuant to the provisions of this ‎Article II

(after giving effect to any required Tax withholdings as provided in Section ‎2.4) had such lost, stolen or destroyed

Certificate been surrendered.

(g)            Cancellation

of Electronic Certificates. On the Closing Date, the Company will deliver written instructions to its transfer agent, eShares, Inc.

d/b/a Carta, Inc. (“Carta”), with a copy to Parent, directing Carta to cancel all book-entry entitlements in

the form of electronic stock certificates (“Electronic Certificates”) on the Carta electronic capitalization management

system existing immediately prior to the Effective Time representing Company Capital Stock effective as of the Effective Time and deliver

to Parent, as promptly as practicable, written confirmation of such cancellation of all such Electronic Certificates.

2.3            Treatment

of Company Options and Warrants.

(a)            At

the Effective Time, the Company Equity Plan and each outstanding Company Option, whether vested or unvested, without any action on the

part of the holder thereof, will be assumed by Parent. Each such Company Option so assumed by Parent under this Agreement shall continue

to have, and be subject to, the same terms and conditions applicable to such Company Option immediately prior to the Effective Time,

including vesting terms and provisions, except that (i) such Company Option will be exercisable for that number of shares of Parent

Common Stock equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective

Time multiplied by the Exchange Ratio and rounded down to the next nearest share of Parent Common Stock, and (ii) the exercise price

per share shall be the exercise price per share in effect for such Company Option immediately prior to the Effective Time divided by

the Exchange Ratio and rounded up to the next nearest cent.

(b)            Prior

to the Effective Time, the Company and the Company Board shall take all actions necessary or appropriate, including adopting any resolutions

or amendments and providing any notices to participants (which resolutions, amendments and notices shall be provided to Parent in advance

of adoption and for which the Company shall consider in good faith any comments provided by Parent), which are necessary to effectuate

the treatment of the Company Options set forth in Section ‎2.3(a) prior to the Effective Time. At or prior to the

Effective Time, Parent shall take all corporate actions necessary or appropriate, including adopting any resolutions (which resolutions

shall be reasonably satisfactory to the Company) to effectuate the treatment of the Company Options set forth in Section ‎2.3(a) and,

if necessary, reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options

assumed by it in accordance with Section ‎2.3(a), subject to approval of the requisite stockholders of Parent. Notwithstanding

anything to the contrary in the foregoing, in all cases, the exercise price of, and the number of shares of Parent Common Stock subject

to, each assumed Company Option shall be determined as necessary to comply with Sections 424 and 409A of the Code. Following the Effective

Time, references to the Company in the Company Equity Plan and award agreements for the Company Options that are not terminated at or

prior to the Effective Time shall thereupon be deemed references to Parent and references to Company Common Stock therein shall be deemed

references to Parent Common Stock with appropriate equitable adjustments in accordance with the terms of the Company Equity Plan to reflect

the Contemplated Transactions.

the Effective Time, each Company Converting Warrant that is outstanding immediately prior to the Effective Time shall, by virtue of the

Merger and without any action on the part of the Company or the holder thereof, be cancelled and extinguished and converted into the

right to receive, for each share of Company Common Stock that would be received upon the net-exercise of such Company Converting Warrant

in accordance with its terms (with each share of Company Common Stock valued at the Company Value Per Share for such purposes), a number

of shares of Parent Common Stock equal to the Exchange Ratio.

(d)            At

the Effective Time, each Assumed Company Warrant that is outstanding immediately prior to the Effective Time shall, by virtue of the

Merger and without any action on the part of the Company or the holder thereof, be assumed by Parent. Each such Assumed Company Warrant

so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions applicable to such

Assumed Company Warrant immediately prior to the Effective Time, except that (i) such Assumed Company Warrant will be exercisable

for that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock subject to such Assumed Company

Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the next nearest share of Parent

Common Stock, and (ii) the warrant price per share shall be the warrant price per share in effect for such Assumed Company Warrant

immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest thousandth of a cent.

(e)            As

soon as reasonably practicable following the Closing Date (but in no event later than 10 Business Days after the Closing Date), Parent

will file an appropriate registration statement on Form S-8 (or such other appropriate form, if required) with respect to the offering

of the shares of Parent Common Stock issuable upon the exercise of the assumed Company Options and will use reasonable best efforts to

maintain the effectiveness of registration statement thereafter for so long as any of such Company Options remain outstanding.

2.4            Withholding

Rights. Each of Parent, Merger Sub, the Company, the Surviving Company and the Exchange Agent shall be entitled to deduct and withhold

from the consideration otherwise payable to Persons pursuant to this Agreement any amounts it is required to deduct and withhold with

respect to the making of such payment under the Code or any other applicable state, local or foreign Tax Law. To the extent that amounts

are so withheld and timely remitted by Parent, Merger Sub, the Company, the Surviving Company or the Exchange Agent, as the case may

be, to the applicable Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to such

Person in respect of which such deduction and withholding was made.

2.5            Appraisal

Rights.

(a)            Notwithstanding

any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and which

are held by stockholders who have exercised and perfected appraisal rights for such Company Shares in accordance with Section 262

of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive

the Merger Consideration described in Section ‎2.1 attributable to such Dissenting Shares. Such stockholders shall

be entitled to receive payment of the appraised value of such Company Shares held by them in accordance with Section 262 of the

DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL.

All Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right

to appraisal of such Company Shares under the DGCL shall thereupon be deemed to be converted into and to have become exchangeable for,

as of the Effective Time, the right to receive the Merger Consideration attributable to such Dissenting Shares upon their surrender in

the manner provided in Section ‎2.2.

(b)            The

Company shall give Parent prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such

demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such

demands. The Company shall not, without Parent’s prior written consent, make any payment with respect to, or settle or offer to

settle, any such demands, or agree to do any of the foregoing.

2.6            Calculation

of Parent Net Cash.

(a)            Parent

shall deliver to the Company a schedule, substantially in the form attached hereto as Exhibit F (each, an “Interim

Net Cash Schedule”), promptly (and in no event more than 10 days) following the end of each calendar month between the date

of this Agreement and the Closing Date, setting forth its good faith estimated calculation of Parent Net Cash, including each component

thereof, as if the Closing had occurred on the last day of such calendar month, and its good faith estimated calculation of Parent Net

Cash, including each component thereof, if the Closing were to occur on the last day of the then current calendar month, in reasonable

detail, together with reasonable supporting documentation; provided that each Interim Net Cash Schedule shall be delivered for

information purposes only and shall not be considered the Parent Net Cash Schedule for any purposes hereunder. Following delivery of

each Interim Net Cash Schedule, Parent and the Company shall attempt in good faith to resolve any disagreements regarding the calculation

of Parent Net Cash set forth in such Interim Net Cash Schedule, and Parent shall consider in good faith any appropriate changes to be

reflected in subsequent Interim Net Cash Schedules; provided, however, that nothing in this Section ‎2.6(a) shall

require Parent to revise or redeliver any previously delivered Interim Net Cash Schedule or shall limit Parent’s discretion in

preparing any subsequent Interim Net Cash Schedule in a manner consistent with the definitions of the applicable terms set forth in this

Agreement; provided, further, that in no event will any disagreement regarding the calculation of Parent Net Cash in any

Interim Net Cash Schedule or the Parent Net Cash Schedule that has been prepared in good faith be a basis to delay or prevent the Closing

(it being understood that all disputes with respect thereto are to be resolved pursuant to Section ‎2.7). For the avoidance

of doubt, no Interim Net Cash Schedule shall be binding on either Party with respect to the final determination of Parent Net Cash as

of the Closing.

(b)            No

less than 10 Business Days prior to the anticipated date for Closing (as mutually agreed in good faith by Parent and the Company) (the

“Anticipated Closing Date”), the Company shall deliver to Parent the Company capitalization information required to

calculate the Exchange Ratio. No less than five Business Days prior to the Anticipated Closing Date, Parent shall deliver to the Company

a schedule, substantially in the form attached hereto as Exhibit F (the “Parent Net Cash Schedule”), setting

forth, in reasonable detail, Parent’s good faith estimated calculation of (i) Parent Net Cash and (ii) the Exchange Ratio

(provided that the Company shall have timely delivered to Parent the Company capitalization information required to calculate

the Exchange Ratio), in each case as of 12:01 a.m. Eastern Time on the Anticipated Closing Date, prepared and certified by Parent’s

chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer of Parent).

the Pre-Closing Period, Parent shall make available to the Company, its accountants and/or counsel, the work papers (subject to the execution

of customary work paper access letters if requested by Parent’s accountants) and back-up materials (including relevant invoices

and similar evidence of outstanding obligations) used or useful in preparing any Interim Net Cash Schedule or the Parent Net Cash Schedule,

as reasonably requested by the Company, and, if reasonably requested by the Company, Parent’s internal finance personnel, accountants

and counsel at reasonable times and upon reasonable notice to discuss the most recent Interim Net Cash Schedule and the Parent Net Cash

Schedule and the information and transactions reflected therein.

2.7            Post-Closing

Adjustment of Parent Net Cash.

(a)            Within

30 days after the Closing Date (the last day of such period, the “Response Date”), the Company may dispute any part

of the calculations set forth in the Parent Net Cash Schedule by delivering a written notice to that effect to Parent (a “Dispute

Notice”). Any Dispute Notice shall (i) identify in reasonable detail, to the extent then known, the nature and amounts

of any proposed revisions to the Parent Net Cash Schedule and (ii) only include disagreements based on mathematical errors or based

on the Parent Net Cash not being calculated in accordance with the definitions of the applicable terms set forth in this Agreement or

properly accounting for the components thereof in accordance with such definitions. Any action or decision of Parent (but not the Company)

with respect to the matters set forth in this Section ‎2.7 shall require and be subject to the consent of the

Legacy Parent Directors (with disputes arising therefrom to be resolved in accordance with procedures set forth in Section ‎2.7(d)).

(b)            If,

on or prior to the Response Date, the Company notifies Parent in writing that it has no objections to the calculations set forth in the

Parent Net Cash Schedule or, if prior to 11:59 p.m. Eastern Time on the Response Date, the Company has failed to deliver a Dispute

Notice to Parent, then the calculation of Parent Net Cash set forth in the Parent Net Cash Schedule shall be deemed to have been finally

determined by the Parties for purposes of this Agreement and to represent the final Parent Net Cash for purposes of the determination

of the Exchange Ratio pursuant to this Agreement.

the Company delivers a Dispute Notice on or prior to 11:59 p.m. Eastern Time on the Response Date, then Parent and the Company shall

attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Parent Net Cash, which agreed-upon

Parent Net Cash amount shall be deemed finally determined, binding and non-appealable for purposes of this Agreement and to represent

the final Parent Net Cash for purposes of this Agreement.

(d)            If

Parent and the Company are unable to negotiate an agreed-upon determination of Parent Net Cash pursuant to Section ‎2.7(c) within

30 calendar days after delivery of the Dispute Notice (or such other period as Parent and the Company may mutually agree upon in writing),

then any remaining disagreements as to the calculation of Parent Net Cash shall be referred to an independent auditor of recognized national

standing mutually agreed upon by Parent and the Company (the “Accounting Firm”). Parent shall promptly deliver to

the Accounting Firm all work papers and back-up materials used in preparing the Parent Net Cash Schedule, and Parent and the Company

shall use reasonable best efforts to cause the Accounting Firm to make its determination within 30 calendar days of accepting its selection;

provided that any failure of the Accounting Firm to strictly conform to any deadline or time period contained within this Section ‎2.7(d) shall

not render the determination of the Accounting Firm invalid and shall not be a basis for seeking to overturn any determination rendered

by the Accounting Firm. Parent and the Company shall be afforded the opportunity to present to the Accounting Firm any material related

to the unresolved disputes and to discuss the issues with the Accounting Firm; provided that no such presentation or discussion

shall occur without the presence of a representative of each of Parent and the Company. The Accounting Firm shall act as an expert and

not as arbitrator. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm and

based solely on the written submissions made by or on behalf of Parent and the Company (and not by independent review). The Accounting

Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent or the Company in

the Parent Net Cash Schedule or a Dispute Notice or less than the smallest value for such item assigned by Parent or the Company in the

Parent Net Cash Schedule or a Dispute Notice. The determination of the amount of Parent Net Cash made by the Accounting Firm shall be

made in writing delivered to each of Parent and the Company, shall be final, binding and non-appealable on Parent and the Company and

shall be deemed to have been finally determined for purposes of this Agreement and to represent the final Parent Net Cash for purposes

of this Agreement, absent a showing of manifest error. The fees and expenses of the Accounting Firm shall be allocated between Parent

and the Company in the same proportion that the disputed amount of the Parent Net Cash that was unsuccessfully disputed by such Party

(as finally determined by the Accounting Firm) bears to the total disputed amount of the Parent Net Cash, and such portion of the costs

and expenses of the Accounting Firm borne by Parent shall be deducted from the final determination of the amount of Parent Net Cash.

(e)            If

the final Parent Net Cash as determined pursuant to this Section ‎2.7 is less than Parent Net Cash as set forth

in the Parent Net Cash Schedule, the Exchange Ratio shall be recalculated adjusting only such final Parent Net Cash and with no other

changes to the components thereof (such recalculation, the “Modified Exchange Ratio”).

(f)            Each

former holder of (x) any Company Shares that were issued and outstanding (other than Excluded Shares and Dissenting Shares) and

(y) Company Converting Warrants that were outstanding, in each case immediately prior to the Effective Time, shall be entitled to

receive, without duplication, in respect of (i) each such Company Share or (ii) each Company Share that would have been received

upon the net-exercise of such Company Converting Warrant, a number of additional shares of Parent Common Stock equal to the Modified

Exchange Ratio minus the Exchange Ratio. The number of shares of Parent Common Stock each former holder of Company Shares and

Company Warrants is entitled to receive pursuant to this Section 2.7(f) shall be rounded down to the nearest whole share

and computed after aggregating all Company Shares held by such holder of Company Shares. Parent shall promptly issue and cause to be

deposited with the Exchange Agent evidence of book-entry shares representing non-certificated shares of Parent Common Stock issuable

pursuant to this Section 2.7(f) for further distribution to such former holders of Company Shares and Company Converting

Warrants in accordance with Section ‎2.2, mutatis mutandis.

(g)            If

the final Parent Net Cash is greater than or equal to Parent Net Cash as set forth in the Parent Net Cash Schedule (such excess, the

“Final Parent Net Cash Surplus”), the Final Parent Net Cash Surplus shall be added to the proceeds to be distributed

to holders of CVRs pursuant to the terms of the CVR Agreement.

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and

warrants to Parent as set forth in the statements contained in this ‎Article III except as set forth in the disclosure

letter delivered by the Company to Parent at or before the execution and delivery by the Company of this Agreement (the “Company

Disclosure Schedule”). The Company Disclosure Schedule shall be arranged in numbered and lettered sections corresponding to

the numbered and lettered sections contained in this ‎Article III, and the disclosure in any section of the Company Disclosure

Schedule shall be deemed to qualify other sections in this ‎Article III to the extent that it is reasonably apparent

on the face of such disclosure that such disclosure also qualifies or applies to such other sections.

3.1            Organizational

Documents. The Company has made available to Parent accurate copies of the Organizational Documents of the Company and each of its

Subsidiaries in effect as of the date of this Agreement. Neither the Company nor any of its Subsidiaries is in material breach or violation

of its respective Organizational Documents.

3.2            Due

Organization; Subsidiaries.

(a)            The

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

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

(ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased

and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power

or authority would not have a Company Material Adverse Effect.

(b)            The

Company is duly licensed and qualified to do business and is in good standing (to the extent applicable in such jurisdiction), under

the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where

the failure to be so qualified would not have a Company Material Adverse Effect.

of the Company’s Subsidiaries is identified in Section ‎3.2(c) of the Company Disclosure Schedule;

and neither the Company nor any of the entities identified in Section ‎3.2(c) of the Company Disclosure Schedule

owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly,

any other entity other than the entities identified in Section ‎3.2(c) of the Company Disclosure Schedule.

(d)            Each

of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good

standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct

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

the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority

would not have a Company Material Adverse Effect.

(e)            Neither

the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any

partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to

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

other entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable

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

(f)            All

of the outstanding shares of capital stock or equivalent equity interests of each Subsidiary of the Company are owned of record and beneficially,

directly or indirectly, by the Company free and clear of all material liens, pledges, security interests or other encumbrances.

3.3            Capitalization.

(a)            The

authorized capital stock of the Company as of the date of this Agreement consists of (i) 222,260,000 shares of common stock, par

value $0.00001 per share (“Company Common Stock”), and (ii) 174,566,382 shares of preferred stock, par value

$0.00001 per share (“Company Preferred Stock”), 64,723,570 shares of which have been designated Series A Preferred

Stock (the “Company Series A Preferred Stock”), 80,110,993 shares of which have been designated Series A-1

Preferred Stock (the “Company Series A-1 Preferred Stock”) and 29,731,819 shares of which have been designated

Series A-2 Preferred Stock (the “Company Series A-2 Preferred Stock”). As of the close of business on the

Reference Date, (w) 21,261,061 shares of Company Common Stock, (x) 64,723,570 shares of Series A Preferred Stock, (y) 50,379,174

shares of Series A-1 Preferred Stock and (z) 29,731,819 shares of Series A-2 Preferred Stock are issued and outstanding.

The Company does not hold any shares of its capital stock in its treasury. From the close of business on the Reference Date to the date

of this Agreement, the Company has not issued any shares of its capital stock other than the issuance of shares of Company Common Stock

upon the exercise of Company Options or Company Warrants, in each case, that were outstanding as of the close of business on the Reference

Date in accordance with the terms thereof. There are no accrued and unpaid dividends with respect to any outstanding shares of capital

stock of the Company or any of its Subsidiaries.

(b)            Section ‎3.3(b) of

the Company Disclosure Schedule lists, as of the Reference Date, (i) each holder of issued and outstanding Company Warrants, (ii) the

number and type of shares subject to each Company Warrant, (iii) the exercise price of each Company Warrant, and (iv) the termination

date of each Company Warrant.

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

None of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, right

of maintenance or any similar right and none of the outstanding shares of Company Capital Stock is subject to any right of first refusal

in favor of the Company. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting

any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any

shares of Company Capital Stock. There is no Company Contract pursuant to which the Company or any of its Subsidiaries may become obligated

to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock or other securities. The Company has made

available to Parent a complete and accurate copy of each Investor Agreement.

(d)            Except

for the 2021 Equity Incentive Plan (the “Company Equity Plan”) and the award agreements thereunder, the Company does

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

Person. As of the close of business on the Reference Date, 38,152,270 shares of Company Common Stock were authorized for issuance under

the Company Equity Plan, of which 22,450,360 shares of Company Common Stock were subject to issuance upon the exercise of Company Options

and 8,131,821 shares of Company Common Stock remained available for future issuance pursuant to the Company Equity Plan. Section ‎3.3(d) of

the Company Disclosure Schedule sets forth a true, correct and complete list, as of the Reference Date, with respect to each Company

Option of (i) the name of the holder of such Company Option (or if not permitted under applicable Data Protection Regulations, the

grant ID); (ii) the number of shares of Company Common Stock subject to such outstanding Company Option; (iii) the grant or

issuance date of such Company Option; (iv) the applicable vesting schedule of such Company Option; (v) the exercise price of

such Company Option; (vi) the expiration date of such Company Option; and (vii) whether such Company Option is intended to

be an “incentive stock option” as defined in Section 422 of the Code.

(e)            Except

for the Company Options and the Company Warrants, there is no (i) outstanding subscription, option, call, warrant or right (whether

or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries,

(ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the

capital stock or other securities of the Company or any of its Subsidiaries or (iii) condition or circumstance that would be reasonably

likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire

or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized

stock appreciation, phantom stock, profit participation or other similar rights (including any rights that are linked in any way to the

price or value of the capital stock or other securities) with respect to the Company or any of its Subsidiaries.

(f)            All

outstanding shares of Company Capital Stock, Company Options, Company Warrants and other securities of the Company have been issued and

granted in material compliance with (i) all applicable securities Laws and other applicable Laws, (ii) the Organizational Documents

of the Company and the Investor Agreements and (iii) all requirements set forth in applicable Contracts. No Company Options have

an exercise price that has been less than the fair market value of the underlying stock as of the date such Company Option was granted

or has any feature for the deferral of compensation that could render the grant subject to Section 409A of the Code. Each Company

Option characterized by the Company as an “incentive stock option” within the meaning of Section 422 of the Code was

granted in compliance with all of the applicable requirements of Section 422 of the Code.

(g)            As

of the date of this Agreement, (i) the Original Issue Price (as defined in the certificate of incorporation of the Company) is $7.8275

for the Company Series A Preferred Stock, $8.6103 for the Company Series A-1 Preferred Stock and $8.6103 for the Company Series A-2

Preferred Stock, (ii) the Conversion Price (as defined in the certificate of incorporation of the Company) is $7.8275 for the Company

Series A Preferred Stock, $8.6103 for the Company Series A-1 Preferred Stock and $8.6103 for the Company Series A-2 Preferred

Stock and (iii) the Company Preferred Stock is convertible on a one-share-for-one-share basis into Company Common Stock.

(h)            The

treatment of Company Capital Stock, Company Options and Company Warrants under this Agreement is consistent with and in accordance with

the Organizational Documents of the Company, the Investor Agreements, any other applicable Contract and applicable Law. In connection

with the Contemplated Transactions, no holder of any Company Options or Company Warrants is (after taking into account the amendment

of any Company Warrant to become a Company Converting Warrant) entitled to any consideration for such Company Options or Company Warrants

in excess of the consideration provided in this Agreement, and, as of immediately after the Effective Time, no holder or former holder

of Company Options or Company Warrants shall have the right to acquire any shares of Company Capital Stock.

3.4            Authority;

Binding Nature of Agreement; Required Vote.

(a)            The

Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and,

subject to receipt of the Company Stockholder Approval, to consummate the Contemplated Transactions. The Company Board (at a meeting

duly called and held or by written consent in lieu of a meeting) has (i) determined that the Contemplated Transactions, including

the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable

this Agreement and the Contemplated Transactions, and (iii) resolved to make the Company Board Recommendation. As of the date of

this Agreement, such resolutions have not been amended or withdrawn. This Agreement has been duly executed and delivered by the Company

and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation

of the Company, enforceable against the Company in accordance with its terms, except, in each case, as enforcement may be limited by

bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity

(the “Enforceability Exceptions”).

(b)            Except

for the adoption of this Agreement by (i) the affirmative written consent of the holders of a majority of the outstanding Company

Capital Stock entitled to vote thereon and (ii) the affirmative written consent of the holders of a majority of Company Preferred

Stock entitled to vote thereon (such approval, the “Company Stockholder Approval”), no other corporate proceedings

on the part of the Company stockholders are necessary to authorize, adopt or approve, as applicable, this Agreement or the Contemplated

Transactions.

3.5            Non-Contravention;

Consents.

(a)            Subject

to (i) obtaining the Company Stockholder Approval, (ii) the filing of the Certificate of Merger required by the DGCL and (iii) any

applicable requirements of the HSR Act or any foreign Antitrust Laws, neither (x) the execution, delivery or performance of this

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

or lapse of time):

(i)            result

in a violation or breach of any of the provisions of the Organizational Documents of the Company or any of its Subsidiaries;

(ii)            result

in a violation or breach of, or give any Governmental Entity the right to exercise any remedy or obtain any relief under, any Law or

any order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or any of the assets owned by the Company

or any of its Subsidiaries, is subject;

(iii)            result

in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend,

cancel, terminate or modify, any Governmental Authorization that is held by the Company or any of its Subsidiaries;

(iv)            result

in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right

to: (A) declare a default or exercise any remedy under any Company Material Contract; (B) any material payment, rebate, chargeback,

penalty or change in delivery schedule under any Company Material Contract; (C) accelerate the maturity or performance of any Company

Material Contract; or (D) cancel, terminate or modify any term of any Company Material Contract; or

(v)            result

in the imposition or creation of any Lien upon or with respect to any asset owned or used by the Company or any of its Subsidiaries (except

for Permitted Liens).

(b)            Except

for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (ii) any

applicable requirements of the HSR Act or any foreign Antitrust Laws, neither the Company nor any of its Subsidiaries is or will be required

to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Entity in connection with (x) the

execution, delivery or performance by the Company of this Agreement, or (y) the consummation by the Company of the Contemplated

Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially

delay the ability of the Company to consummate the Contemplated Transactions or that would have a Company Material Adverse Effect.

Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained

in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company

Voting Agreement and to the consummation of the Contemplated Transactions. To the Company’s Knowledge, no other takeover statute

or similar Law applies or purports to apply to the Merger, this Agreement, the Company Voting Agreement or any of the Contemplated Transactions.

3.6            Financial

Statements.

(a)            The

Company has made available to Parent accurate copies of the audited consolidated balance sheets of the Company and its Subsidiaries as

of December 31, 2024 and December 31, 2025, and the related audited consolidated statements of income and cash flows for the

fiscal years ended December 31, 2023, 2024 and 2025, together with all related notes and schedules thereto and including a signed

unqualified audit report in connection therewith from the auditing firm which audited such consolidated financial statements (the “Company

Audited Financial Statements”), and the unaudited consolidated balance sheet and related consolidated statements of income

and cash flows for the three-month period ended March 31, 2025 and March 31, 2026 (the “Company Unaudited Financial

Statements” and, together with the Company Audited Financial Statements, collectively, the “Company Financial Statements”).

(b)            The

Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis unless otherwise noted therein

throughout the periods indicated and (ii) fairly present, in all material respects, the financial position of the Company and its

consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated

Subsidiaries for the periods covered thereby. There has been no material change in the Company’s accounting methods or principles

that would be required to be disclosed in the Company’s financial statements in accordance with GAAP.

Company maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide

reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance

with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Company Board

and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets

that could have a material effect on the Company’s financial statements.

(d)            The

Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or

material weakness in the system of internal controls utilized by the Company, (ii) any fraud that involves the Company’s management

or other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting

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

3.7            Absence

of Changes.

(a)            Except

as expressly contemplated or permitted by or in connection with the execution and delivery of this Agreement, between the date of the

Company’s latest consolidated unaudited balance sheet (the “Company Balance Sheet”) and the date of this Agreement,

(i) the Company has conducted its business in the Ordinary Course of Business in all material respects (except for the execution

and performance of this Agreement and the discussions, negotiations and transactions related thereto, including the Contemplated Transactions)

and (ii) there has not occurred any action, event or occurrence that would have required the consent of Parent pursuant to Sections

‎5.1(a)(vii), ‎5.1(a)(ix), ‎5.1(a)(x), ‎5.1(a)(xi),

‎5.1(a)(xiii), ‎5.1(a)(xiv), ‎5.1(a)(xv), ‎5.1(a)(xix) and,

to the extent relating to the foregoing, Section ‎5.1(a)(xxi), had such action, event or occurrence taken place

after the execution and delivery of this Agreement.

(b)           Since

December 31, 2025, there has not been any Company Material Adverse Effect (disregarding for purposes of this Section ‎3.7(b) clause

(2) of the definition thereof).

3.8            Absence

of Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liability, debt or obligation, individually or

in the aggregate, of a type required to be recorded or reflected on the Company’s balance sheet or disclosed in the footnotes thereto

under GAAP except for liabilities, debts or obligations (a) disclosed, reflected or reserved against in Company Balance Sheet or

disclosed in the notes thereto included in the Company Financial Statements as so required by GAAP, (b) that have been incurred

by the Company or any of its Subsidiaries since the date of the Company Balance Sheet in the Ordinary Course of Business (none of which

are liabilities or obligations directly or indirectly related to a breach of Contract, breach of warranty, tort, infringement, Legal

Proceeding or violation of, or non-compliance with, Law), (c) for performance of obligations of the Company or any of its Subsidiaries

under the Contracts which have not resulted from a breach of such Contracts, breach of warranty, tort, infringement or violation of Law,

or (d) incurred in connection with the Contemplated Transactions.

3.9            Title

to Assets. The Company and each of its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and

assets, valid leasehold interests in, all material tangible properties or material tangible assets and material equipment used or held

for use in its business or operations or purported to be owned by it, including: (a) all material tangible assets reflected on the

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

Subsidiaries as being owned by the Company or such Subsidiary. All of such assets are owned or, in the case of leased assets, leased

by the Company or its applicable Subsidiary free and clear of any Liens, other than Permitted Liens.

3.10          Legal

Proceedings; Orders.

(a)            As

of the date of this Agreement, there is no pending Legal Proceeding and no Person has threatened in writing to commence any Legal Proceeding:

(i) that involves (A) the Company, (B) any of its Subsidiaries, (C) any Company Associate (in his or her capacity

as such) or (D) any of the material assets owned or used by the Company or any of its Subsidiaries; and (ii) that challenges,

or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.

(b)           Since

January 1, 2025, no Legal Proceeding has been pending against the Company or any of its Subsidiaries that resulted, or could reasonably

be expected to result, in any liability that is material to the Company and its Subsidiaries, taken as a whole.

is no material order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or any of the material assets

owned or used by the Company or any of its Subsidiaries, is subject; provided that to the extent any such representations or warranties

in this sentence pertain to any order, writ, injunction, judgment or decree that relates to the execution, delivery, performance or consummation

of this Agreement or any of the Contemplated Transactions, such representations and warranties are made only as of the date of this Agreement.

To the Company’s Knowledge, no officer or employee of the Company or any of its Subsidiaries is subject to any unsatisfied order,

writ, injunction, judgment or decree that prohibits such officer or employee from engaging in or continuing any conduct, activity or

practice relating to the business of the Company or any of its Subsidiaries or to any material assets owned or used by the Company or

any of its Subsidiaries.

3.11          Contracts.

(a)            Section ‎3.11(a) of

the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all Company Contracts,

entered into prior to or on the date of this Agreement, in the following categories (other than any Company Benefit Plan, any purchase

order or work order issued pursuant to the terms of a Company Contract disclosed on Section ‎3.11(a) of the

Company Disclosure Schedule, any quality agreement, any business associate agreement, any data processing addenda and any confidentiality

agreement) (each such Company Contract, whether or not set forth on Section ‎3.11(a) of the Company Disclosure

Schedule and including, for purposes of Section ‎3.11(b) and Section ‎5.1(a)(xiv),

those entered into after the date of this Agreement, a “Company Material Contract”):

(i)            each

Contract containing (A) any provision limiting the freedom of the Company or any of its Subsidiaries or, at or after the Effective

Time, Parent or any of its Affiliates, to engage in any line of business, development program, therapeutic area or geographic area or

with any Person or compete with any Person, other than any covenant not to solicit any employee, customer, or consultant entered into

in the Ordinary Course of Business, (B) any “most-favored nations” obligation or similar provision (including with respect

to pricing) restricting the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, (C) any

exclusivity obligation on the Company, any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates or

(D) an obligation for Company or any of its Subsidiaries to purchase a minimum quantity of goods or services or to purchase all

or substantially all of a certain type of good or service from a single vendor and its Affiliates in any geographic area or contains

a “take or pay” provision, other than, in the cases of clauses (A) and (C) above, any confidentiality or non-use

provisions in Contracts entered into in the Ordinary Course of Business, which are not material to the business of or operations of the

Company and its Subsidiaries, taken as a whole;

(ii)             each

Contract that governs the formation, creation, governance, economics or control of any joint venture, legal partnership or other similar

arrangement, other than with respect to any Contract solely between or among the Company and any of its Subsidiaries;

(iii)            each

Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $500,000 pursuant to its

express terms and not cancelable without penalty;

(iv)            each

Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity (whether by merger, sale

of stock, sale of assets or otherwise);

(v)             each

Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements

or instruments providing for the creation of material Indebtedness of the Company or any of its Subsidiaries or creating any material

Liens, other than Permitted Liens or Contracts required to be disclosed on Section ‎3.11(a)(vii) of

the Company Disclosure Schedule, with respect to any material assets of the Company or any of its Subsidiaries;

(vi)            each

Company Real Estate Lease;

(vii)           each

(A) Company Out-bound License, (B) Company In-bound License, (C) settlement, co-existence or other similar Contract that

(I) involves the settlement of any pending or threatened Legal Proceeding and (II) either involves a payment obligation after

the date of this Agreement in excess of $500,000 or grants a third party a license or right to use or restricts any Person from filing,

registering, enforcing, disposing of or otherwise exploiting any Company Owned IP or (D) Contract that includes any covenant, agreement,

undertaking or commitment by the Company or its Subsidiaries not to sue any other Person for infringement, misappropriation or other

violation of Company IP or otherwise assert any Company IP against any other Person; provided that the foregoing in this subclause

(D) shall not be construed to include license grants;

(viii)          each

Contract pursuant to which the Company or any of its Subsidiaries has continuing milestone, royalty or similar contingent payment obligations,

but not including any payments due upon completion of contracted services, including upon the achievement of development, regulatory

or commercial milestones or obligation to pay any royalty, dividend, profit-sharing or similar payment based on the revenues or profits

of the Company or any of its Subsidiaries, in each case, excluding indemnification and performance guarantee obligations provided for

in the Ordinary Course of Business and any Contracts required to be disclosed on Section ‎3.11(a)(vii) of

the Company Disclosure Schedule;

(ix)            each

Contract that is not terminable at will with no more than 90 days’ prior notice (with no penalty or payment) by the Company or

its Subsidiaries, as applicable, and which expressly provides for payment or receipt by the Company or any of its Subsidiaries after

the date of this Agreement under any such Contract of more than $1,000,000 in the aggregate;

(x)            each

collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees

of the Company or its Subsidiaries;

(xi)            each

Contract with any Company Affiliate providing for severance or similar termination payments, retention or change in control payments,

or for the acceleration of vesting or grant of any incentive equity or similar compensation, in connection with the Contemplated Transactions;

(xii)            each

Contract pursuant to which any material research or development activities are conducted by the Company or any of its Subsidiaries for

a third party, including each master clinical trial agreement or similar framework agreement, but excluding individual clinical site

agreements, clinical trial agreements with individual investigators or institutions, and work orders, task orders or statements of work

issued under such master clinical trial agreement or similar framework agreement; or

(xiii)            each

stockholders’, investors rights’, registration rights or similar Contract to which the Company or any of its Subsidiaries

is a party, including the Investor Agreements.

(b)            The

Company has made available to Parent true, correct and complete copies of all Company Material Contracts, including all material amendments

thereto, in each case in effect on the date of this Agreement but excluding any purchase orders, work orders, quality agreements, business

associate agreements and data processing addenda incorporated therein. There are no Company Material Contracts that are not in written

form. None of the Company, any of its Subsidiaries or, to the Company’s Knowledge, any other party to a Company Material Contract,

has breached, violated or defaulted under, or received written notice that it breached, violated or defaulted under, any of the terms

or conditions of, or Laws applicable to, any Company Material Contract in such manner as would permit any other party to cancel or terminate

any such Company Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably

be expected to be material to the Company and its Subsidiaries, taken as a whole. As to the Company and its Subsidiaries, each Company

Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No counterparty

to a Company Material Contract has notified the Company in writing (or, to the Company’s Knowledge, otherwise) that it intends

to terminate or not renew a Company Material Contract.

3.12         Employee

and Labor Matters; Benefits Plans.

(a)            Section ‎3.12(a) of

the Company Disclosure Schedule sets forth a true, correct and complete list of all material Company Benefit Plans in effect on the date

of this Agreement, including each such Company Benefit Plan that provides for retirement, change in control, stay or retention deferred

compensation, incentive compensation, severance or retiree medical or life insurance benefits, but excluding (i) any employment

agreement, offer letter, employment contract or consultancy agreement with a natural person that is in all material respects consistent

with the standard form made available to Parent prior to the date of this Agreement and listed on Section ‎3.12(a) of

the Company Disclosure Schedule, (ii) any individual equity award agreement that is in all material respects consistent with the

standard form made available to Parent prior to the date of this Agreement and listed on Section ‎3.12(a) of

the Company Disclosure Schedule and (iii) any Company Benefit Plans required to be maintained pursuant to applicable Laws that do

not provide compensation or benefits in excess of those required by applicable Laws.

(b)            As

applicable with respect to each Company Benefit Plan required to be listed on Section ‎3.12(a) of the Company

Disclosure Schedule, the Company has made available to Parent true, correct and complete copies of (i) each Company Benefit Plan,

including all material amendments thereto, and in the case of an unwritten Company Benefit Plan, a written description thereof, (ii) the

current summary plan description and each summary of material modifications thereto, (iii) the most recently filed annual report

with any Governmental Entity (e.g., Form 5500 and all schedules thereto), (iv) the most recent determination, opinion or advisory

letter from the Internal Revenue Service (“IRS”) with respect to each Company Benefit Plan intended to qualify under

Section 401(a) of the Code, (v) the most recent nondiscrimination testing report, (vi) all non-routine correspondence

received from or provided to the United States Department of Labor (“DOL”), the Pension Benefit Guaranty Corporation,

the IRS or any other Governmental Entity between January 1, 2025 and the date of this Agreement and (vii) all notices and filings

concerning IRS or DOL or other Governmental Entity audits or investigations, including with respect to “prohibited transactions”

within the meaning of Section 406 of ERISA or Section 4975 of the Code, between January 1, 2025 and the date of this Agreement.

Company Benefit Plan has been established, maintained, funded, operated and administered in compliance in all material respects with

its terms and any related documents or agreements and the applicable provisions of ERISA, the Code and all other applicable Laws.

(d)            The

Company Benefit Plans that are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and

that are intended to meet the qualification requirements of Section 401(a) of the Code have received determination or opinion

letters from the IRS on which they may currently rely to the effect that such plans are qualified under Section 401(a) of the

Code and the related trusts are exempt from federal income Taxes under Section 501(a) of the Code, respectively, or are covered

by advisory or opinion letters with respect to a volume submitter or prototype plan, and, to the Company’s Knowledge, nothing has

occurred that would reasonably be expected to materially adversely affect the qualification of such Company Benefit Plan or the tax exempt

status of the related trust.

(e)            None

of the Company, any of its Subsidiaries or any Company ERISA Affiliate has maintained, contributed to, been required to contribute to,

or had any actual or contingent liability with respect to, (i) any “employee pension benefit plan” (within the meaning

of Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) any

“multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) any “multiple employer plan”

(within the meaning of Section 413 of the Code), (iv) any “multiple employer welfare arrangement” (within the meaning

of Section 3(40) of ERISA) or (v) any “voluntary employees beneficiary association” within the meaning of Section 501(c)(9) of

the Code. The obligations of all Company Benefit Plans that provide health, welfare or similar insurance are fully insured by bona fide

third-party insurers. No Company Benefit Plan is maintained through a human resources or benefit outsourcing entity, professional employer

organization or other similar provider.

(f)            As

of the date of this Agreement, there are no pending audits or investigations by any Governmental Entity involving any Company Benefit

Plan, and no pending or, to the Company’s Knowledge, threatened claims (except for individual claims for benefits payable in the

normal operation of the Company Benefit Plans), suits or proceedings involving any Company Benefit Plan, any fiduciary thereof or service

provider thereto. Since January 1, 2025, all material contributions and premium payments required to have been timely made under

any of the Company Benefit Plans or by applicable Law (without regard to any waivers granted under Section 412 of the Code), have

been timely made and neither the Company nor any of its Subsidiaries has any liability for any such unpaid contributions with respect

to any Company Benefit Plan, all benefits accrued under any unfunded Company Benefit Plan have been paid, accrued or otherwise adequately

reserved in accordance with GAAP, and all reports, returns and similar documents required to be filed with any Governmental Entity or

distributed to any plan participant have been timely filed or distributed.

(g)            None

of the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any fiduciary, trustee or administrator of any Company

Benefit Plan, has engaged in, or in connection with the Contemplated Transactions will engage in, any transaction with respect to any

Company Benefit Plan which would subject any such Company Benefit Plan, the Company or any of its Subsidiaries to a material Tax, penalty

or liability for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code.

(h)            No

Company Benefit Plan provides death, medical, dental, vision, life insurance or other welfare benefits beyond termination of service

or retirement, other than coverage mandated by Part B of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other

Law at the participant or beneficiary’s sole expense or, as described in Section ‎3.12(h) of the Company Disclosure

Schedule, as provided with respect to continuation health coverage as part of severance, and none of the Company or any of its Subsidiaries

has any obligation to provide such insurance or benefits (whether under a Company Benefit Plan or otherwise) nor has made a written or

oral representation promising to provide such insurance or benefits.

(i)            For

each Company Benefit Plan that is a group health plan under Section 733(a)(1) of ERISA, the Company has complied in all material

respects with the Patient Protection and Affordable Care Act, including the Health Care and Education Reconciliation Act of 2010, as

amended and including any guidance issued thereunder (“PPACA”), and COBRA. Neither the Company nor any of its Subsidiaries

has failed to comply in all material respects with ERISA Sections 601 to 608 and Code Section 4980B and the Company has, for any

relevant period, offered the requisite number of “full-time employees” group health coverage that is “affordable”

and of “minimum value” (as such terms are defined by the employer shared responsibility provisions of PPACA). The Company

has not incurred (whether or not assessed), or is not reasonably expected to incur or to be subject to, any Tax, penalty or other liability

that may be imposed under PPACA or Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code or with respect to any requirement to timely

file PPACA information returns with the IRS or provide statements to participants under Section 6056 or 6055 of the Code or state

law requirements as applicable, or pursuant to Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of Company

Benefit Plans.

(j)            Except

as otherwise contemplated under this Agreement or as set forth on Section ‎3.12(j) of the Company Disclosure

Schedule, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will either alone or in connection

with any other event(s) (i) result in any payment (whether of severance pay or otherwise) becoming due to or forgiveness of

indebtedness for any Company Associate, (ii) increase any amount of compensation or benefits otherwise payable to any Company Associate,

(iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Company Benefit Plan, (iv) require

any contribution or payment to fund any obligation under any Company Benefit Plan or (v) limit the right to merge, amend or terminate

any Company Benefit Plan (or result in adverse consequences for so doing).

(k)            Neither

the execution of this Agreement nor the consummation of the Contemplated Transactions (either alone or when combined with the occurrence

of any other event, including a termination of employment) will result in the receipt or retention (i) by any person who is a “disqualified

individual” (within the meaning of Section 280G of the Code) with respect to the Company and its Subsidiaries of any payment

or benefit that is characterized as a “parachute payment” (within the meaning of Section 280G of the Code), determined

without regard to the application of Section 280G(b)(5) of the Code or (ii) any amount the deduction for which would be

disallowed under Section 162(m) of the Code.

(l)            Each

Company Benefit Plan providing for deferred compensation that constitutes a “nonqualified deferred compensation plan” (as

defined in Section 409A(d)(1) of the Code and the regulations promulgated thereunder) is, and has been, established, administered

and maintained in material compliance in both form and operation with the requirements of Section 409A of the Code and the regulations

promulgated thereunder. The Company does not have any liability for nonreporting or underreporting of income subject to Section 409A

of the Code.

(m)            No

Person has any “gross up” agreements with the Company or any of its Subsidiaries or other assurance of reimbursement by the

Company or any of its Subsidiaries for any Taxes imposed under Section 409A or Section 4999 of the Code.

(n)            There

are, and since January 1, 2025 there have been, no actual, threatened or pending negotiations, strikes, labor disputes, work stoppages,

requests for representation, pickets, work slow-downs due to labor disagreements or any proceedings or arbitrations that involve the

labor or employment relations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to

or bound by, or has a duty to bargain under, any collective bargaining agreement or other Contract with a labor union or labor organization

representing any of its employees, and there is no labor union or labor organization representing or, to the Company’s Knowledge,

purporting to represent or seeking to represent any employees of the Company or its Subsidiaries, including through the filing of a petition

for representation election.

(o)            The

Company and each of its Subsidiaries is, and since January 1, 2025 has been, in material compliance with all applicable Laws respecting

labor, employment, employment practices, and terms and conditions of employment, including worker classification, discrimination, wrongful

termination, harassment and retaliation, equal employment opportunities, fair employment practices, meal and rest periods, immigration

and I-9, reasonable accommodation, disability rights or benefits, child labor, working conditions, privacy, employee safety and health,

wages (including overtime wages), unemployment and workers’ compensation, leaves of absence, hours of work and orders, regulations,

ordinances and guidelines by any Governmental Entity regarding COVID-19 (including any “stay at home” orders or other similar

orders, regulations or guidelines). Except as would not be reasonably likely to result in a liability that is material to the Company

and its Subsidiaries, taken as a whole, with respect to employees of the Company or any of its Subsidiaries, each of the Company and

its Subsidiaries, since January 1, 2025 (i) has withheld and reported all amounts required by Law or by agreement to be withheld

and reported with respect to wages, salaries and other payments, benefits, or compensation to employees, (ii) is not liable for

any arrears of wages (including overtime wages), premiums, commissions, paid time off, on-call payments, bonus, benefits, severance pay

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

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

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

of Business). As of the date of this Agreement, there are no actions, suits, claims, charges, demands, lawsuits, investigations, audits

or administrative matters pending or, to the Company’s Knowledge, threatened or reasonably anticipated against the Company or any

of its Subsidiaries or Company Associates (in his or her capacity as such) relating to any current or former employee, applicant for

employment, independent contractor, employment agreement or Company Benefit Plan (other than routine claims for benefits). All U.S.-based

employees of the Company and its Subsidiaries are employed “at-will” and their employment can be terminated without advance

notice or payment of severance.

(p)            Except

as would not be reasonably likely to result in a liability that is material to the Company and its Subsidiaries, taken as a whole, with

respect to each individual since January 1, 2025 who rendered services to the Company or any of its Subsidiaries, the Company and

each of its Subsidiaries has accurately classified each such individual as an employee, independent contractor, or otherwise under all

applicable Laws and, for each individual classified as an employee, the Company has accurately classified him or her as overtime eligible

or overtime ineligible under all applicable Laws. Neither the Company nor any of its Subsidiaries has any material liability with respect

to any misclassification of (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased

from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages.

(q)            There

is not and has not been since January 1, 2025, nor, to the Company’s Knowledge, is there or has there been since January 1,

2025, any threat of, any strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, or any similar activity

or dispute, or, to the Company’s Knowledge, any union organizing activity, against the Company or any of its Subsidiaries. No event

has occurred, and, to the Company’s Knowledge, no condition or circumstance exists, that would reasonably be expected directly

or indirectly to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, union election

petition, demand for recognition, or any similar activity or dispute.

(r)            No

Company Benefit Plan is or has been maintained outside the jurisdiction of the United States, or covers or covered any employee permanently

residing or working outside the United States.

(s)            Since

January 1, 2025, neither the Company nor its Subsidiaries has caused (i) a plant closing as defined in the Worker Adjustment

and Retraining Notification Act (the “WARN Act”) affecting any single site of employment of the Company or any of

its Subsidiaries or one or more operating units within any site of employment of the Company or any of its Subsidiaries or (ii) a

mass layoff as defined in the WARN Act, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in

layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local Law. No employee

of the Company or any of its Subsidiaries has suffered an employment loss, as defined in the WARN Act, within the 90-day period ending

on the Closing Date.

(t)            No

Legal Proceedings are as of the date of this Agreement open and pending (or between January 1, 2025 and the date of this Agreement

have been settled or otherwise closed) against the Company or any of its Subsidiaries with respect to the employment of, or failure to

employ, any individual, including any brought with or by the Equal Employment Opportunity Commission, the Office of Federal Contract

Compliance Programs, or other Governmental Entity regulating the employment or compensation of individuals (or, with respect to discrimination,

unlawful harassment, retaliation, or similar wrongdoing, pursuant to internal complaint procedures), and no employee of the Company or

any of its Subsidiaries has made, between January 1, 2025 and the date of this Agreement, a written complaint of discrimination,

unlawful harassment, retaliation, or other similar wrongdoing or, to the Company’s Knowledge, between January 1, 2025 and

the date of this Agreement, an oral complaint. Between January 1, 2025 and the date of this Agreement, neither the Company nor any

of its Subsidiaries has received any requests for, or conducted, an internal investigation of any Company Associate with respect to any

claims with respect to discrimination, unlawful harassment, retaliation, or other similar wrongdoing. Neither the Company nor any of

its Subsidiaries is a party to any settlement agreement with a Company Associate resolving allegations of sexual or other unlawful harassment,

discrimination, or retaliation by any Company Associate. The Company and its Subsidiaries have used reasonable best efforts to promptly,

thoroughly and impartially investigate all employment discrimination, sexual or other unlawful harassment, and retaliation allegations

of, or against, any employee in accordance with applicable Law. With respect to each such allegation with potential merit, the applicable

employer has taken prompt corrective action reasonably calculated to prevent further discrimination and harassment or retaliation, and

neither the Company nor any of its Subsidiaries reasonably expects to incur any material liability with respect to any such allegation.

3.13          Environmental

Matters. The Company and each of its Subsidiaries are, and have been since January 1, 2025, in compliance in all material respects

with all applicable Environmental Laws. The Company and each of its Subsidiaries have and maintain, in full force and effect, all Governmental

Authorizations required under applicable Environmental Laws for the operation of their respective businesses or use of the Company Leased

Real Property and the Company and each of its Subsidiaries are in compliance in all material respects with the terms and conditions thereof.

Neither the Company nor any of its Subsidiaries has received any written notice or other communication (in writing or otherwise), whether

from a Governmental Entity or other Person, that alleges that the Company or any of its Subsidiaries (a) is not in material compliance

with, or has material liability pursuant to, any Environmental Law, (b) has been identified as a potentially responsible party with

respect to any contaminated site under any Environmental Law or (c) has generated, stored, treated, transported, disposed of or

arranged for any other Person to transport or dispose of Hazardous Materials that have been found at any site at which a Governmental

Entity or other Person has conducted or has been ordered to conduct a remedial investigation, removal or other response actions pursuant

to Environmental Law. To the Company’s Knowledge, there are no underground storage tanks or other underground storage receptacles

for Hazardous Materials present on any Company Leased Real Property. To the Company’s Knowledge, there has been no release of or

exposure to any Hazardous Materials at, on or under the Company Leased Real Property.

3.14          Taxes.

(a)            The

Company and each of its Subsidiaries have timely filed (taking into account all extensions of time to file that have been granted) all

income Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct

and complete in all material respects and have been prepared in substantial compliance with all applicable Law. No written claim has

ever been made prior to the date of this Agreement by any Governmental Entity in any jurisdiction where the Company or any of its Subsidiaries

does not file a particular Tax Return or pay a particular Tax that the Company or such Subsidiary is subject to taxation by that jurisdiction.

(b)            All

income Taxes and any other material Taxes due and owing by the Company or any of its Subsidiaries on or before the date of this Agreement

(whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of the Company and its Subsidiaries did not, as of the

date of the Company Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established

to reflect timing differences between book and Tax items) set forth on the face of the Company Balance Sheet. Since the date of the Company

Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any material Tax liability outside the Ordinary Course of

Business or otherwise inconsistent with past custom and practice.

material Taxes that the Company or any of its Subsidiaries are or were required by Law to withhold or collect have been duly and timely

withheld or collected in all material respects on behalf of its respective employees, independent contractors, stockholders, lenders,

customers or other third parties and have been timely paid to the proper Governmental Entity or other Person or properly set aside in

accounts for this purpose.

(d)            There

are no Liens for material Taxes (other than Permitted Liens) upon any of the assets of the Company or any of its Subsidiaries.

(e)            No

outstanding deficiencies for income Taxes or any other material Taxes with respect to the Company or any of its Subsidiaries have been

claimed, proposed or assessed by any Governmental Entity in writing. There are no pending or ongoing, nor, to the Company’s Knowledge,

threatened audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of the Company

or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (nor any of their predecessors) has waived any statute of

limitations in respect of any income Taxes or other material Taxes or agreed to any extension of time with respect to any income Tax

or other material Tax assessment or deficiency, which waiver or extension is still in effect.

(f)            Neither

the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of

the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(g)            Neither

the Company nor any of its Subsidiaries is a party to any material Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement,

or similar agreement or arrangement, other than commercial agreements entered into in the Ordinary Course of Business the principal subject

matter of which is not the allocation of Taxes.

(h)            Neither

the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction

from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any (i) change in method

of accounting for Tax purposes made on or prior to the Closing Date, (ii) use of an improper method of accounting for a Tax period

(or portion thereof) ending on or prior to the Closing Date, (iii) “closing agreement” as described in Section 7121

of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date, (iv) installment

sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received or deferred revenue accrued

on or prior to the Closing Date or (vi) application of Section 367(d) of the Code to any transfer of intangible property

on or prior to the Closing Date. The Company has not made any election under Section 965(h) of the Code.

(i)            Neither

the Company nor any of its Subsidiaries has ever been (i) a member of a consolidated, combined or unitary Tax group (other than

such a group the common parent of which is the Company) or (ii) a party to any joint venture, partnership, or other arrangement

that is treated as a partnership for U.S. federal income Tax purposes. Neither the Company nor any of its Subsidiaries has any liability

for any material Taxes of any Person (other than the Company and any of its Subsidiaries) under Treasury Regulations Section 1.1502-6

(or any similar provision of state, local, or foreign Law), as a transferee or successor, or otherwise.

(j)            Neither

the Company nor any of its Subsidiaries (i) is a “passive foreign investment company” within the meaning of Section 1297

of the Code or (ii) has a permanent establishment (within the meaning of an applicable Tax treaty) or other office or fixed place

of business in a country other than the country in which it is organized.

(k)            Neither

the Company nor any of its Subsidiaries has participated in or been a party to a transaction that, as of the date of this Agreement,

constitutes a “listed transaction” that is required to be reported to the IRS pursuant to Section 6011 of the Code and

applicable Treasury Regulations thereunder.

(l)            Neither

the Company nor any of its Subsidiaries has taken or agreed to take any action or knows of any fact that could reasonably be expected

to prevent the Merger from qualifying for the Intended Tax Treatment.

(m)            Neither

the Company nor any of its Subsidiaries has availed itself of any Tax relief pursuant to any pandemic response laws that could reasonably

be expected to materially impact the Tax payment and/or Tax reporting obligations of the Company and its Affiliates (including Parent

and its Subsidiaries) after the Closing Date.

(n)            Neither

the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation”

(within the meaning of Section 355(a)(1)(A) of the Code) in a transaction that was purported or intended to be governed in

whole or in part by Sections 355 or 361 of the Code (A) within the two-year period ending on the date of this Agreement or (B) in

a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within

the meaning of Section 355(e) of the Code) in conjunction with the Contemplated Transactions.

(o)            For

purposes of this Section ‎3.14, each reference to the Company or any of its Subsidiaries shall be deemed to include

any Person that was liquidated into, merged with, or is otherwise a predecessor to, the Company of any of its Subsidiaries.

3.15          Intellectual

Property.

(a)            Section ‎3.15(a) of

the Company Disclosure Schedule sets forth, to the Company’s Knowledge, a true, correct and complete list of all of the following

Company IP as of the date of this Agreement: (A) issued Patents and pending applications for Patents, (B) registered Trademarks

and applications for registration of Trademarks, (C) Internet domain names and (D) registered Copyrights, indicating as to

each item, as applicable: (i) the current legal and record owner(s), (ii) the jurisdictions in which such item is issued or

registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration

or application number of the item, (iv) the dates of application, issuance or registration of the item and (v) the current

status of the item (e.g., registered or pending). As of the date of this Agreement, no interference, opposition, reissue, reexamination

or other proceeding of any nature (other than ex parte initial or continuing examination proceedings in front of a government agency)

is pending or threatened in writing, in which the scope, validity, enforceability or ownership of any Company Owned IP, or, to the Company’s

Knowledge, any Company Licensed IP, is being or has been contested or challenged. To the Company’s Knowledge, all Company IP is

in effect, valid, subsisting and enforceable and has not been abandoned or dedicated to the public domain or adjudged invalid or unenforceable.

With respect to Company Owned IP: (x) the Company has taken reasonable steps to avoid revocation, cancellation, or unintentional

lapse or otherwise materially adversely affecting its enforceability, use, or priority, (y) to the Company’s Knowledge, all

duties of disclosure, candor and good faith have been complied with, and (z) all other material procedural requirements have been

complied with, or can be complied with, without materially and adversely affecting such Company Owned IP’s enforceability, use

or priority, including, with respect to such Company Owned IP, (1) inventors having been properly identified on all Patents, (2) all

necessary affidavits of inventorship, ownership, use and continuing use and other filings having been timely made, and (3) all necessary

maintenance fees and other fees timely paid to file, prosecute, obtain and maintain in effect all such rights in all material respects.

(b)            The

Company or its Subsidiaries solely and exclusively owns or has rights to all right, title and interest in and to all material Company

Owned IP, free and clear of all Liens other than Permitted Liens, and has the right to use all other Intellectual Property Rights necessary

for, or used in or held for use by, the Company or its Subsidiaries in their businesses as currently conducted. Except as set forth on

Section ‎3.15(b) of the Company Disclosure Schedule, to the Company’s Knowledge, the applicable third-party

licensor solely owns the Intellectual Property Rights that are exclusively licensed or sublicensed to Company or any of its Subsidiaries

under a Company In-bound License. Each Company Associate materially involved in the creation or development of any material Company Owned

IP has signed a valid, enforceable written agreement containing a present assignment of all such Person’s rights in such material

Company Owned IP to the Company or its Subsidiaries (without further payment being owed to any such Person and without any restrictions

or obligations on the Company’s or its Subsidiaries’ ownership or use thereof). Each Person with access to any material Trade

Secrets owned or purported to be owned by the Company or any of its Subsidiaries has signed a valid, enforceable written agreement containing

confidentiality provisions protecting such Trade Secrets, which, to the Company’s Knowledge, has not been materially breached by

any such Person. The Company and its Subsidiaries have taken commercially reasonable measures to protect against unauthorized disclosure

of any Trade Secret that is material to the business of the Company and its Subsidiaries, taken as a whole, as currently conducted.

funding, facilities or personnel of any Governmental Entity, university, college, research institute, other educational, academic or

not-for-profit institution has been used, in whole or in part, to create any material Company Owned IP or, to the Company’s Knowledge,

any material Company Licensed IP, except for any such funding or use of facilities or personnel that does not result in such Person obtaining

ownership of, a statutory license to, “march-in” rights or a right to direct the location of manufacturing of products with

respect to such Company Owned IP.

(d)            Section ‎3.15(d) of

the Company Disclosure Schedule sets forth a true, correct and complete list of each license agreement pursuant to which the Company

or any of its Subsidiaries (i) is granted a license or sublicense under any material Intellectual Property Right owned by any third

party that is used by the Company or any of its Subsidiaries in its business as conducted as of the date of this Agreement (each a “Company

In-bound License”) or (ii) grants to any third party a license or sublicense under any material Company IP or any material

Intellectual Property Right licensed to the Company or any of its Subsidiaries under a Company In-bound License (each a “Company

Out-bound License”); provided that neither “Company In-bound Licenses” nor “Company Out-bound Licenses”

shall include any Standard IP Contracts.

(e)            To

the Company’s Knowledge, since January 1, 2025, the operation of the businesses of the Company and its Subsidiaries has not

infringed or misappropriated or otherwise violated any valid Intellectual Property Rights owned by any other Person. As of the date of

this Agreement, no Legal Proceeding (i) is pending (or is threatened in writing) against the Company or any of its Subsidiaries

alleging that the operation of the businesses of the Company or any of its Subsidiaries is infringing, misappropriating or otherwise

violating or has infringed, misappropriated or otherwise violated any Intellectual Property Rights owned by any other Person or (ii) has

been commenced (or threatened in writing) by the Company or any of its Subsidiaries against any other Person alleging that the operation

of the businesses of such Person is infringing, misappropriating or otherwise violating or has infringed, misappropriated or otherwise

violated any Company Owned IP. Since January 1, 2025, neither the Company nor any of its Subsidiaries has received any written notice

or other written communication alleging that the operation of the businesses of the Company or any of its Subsidiaries is infringing,

misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated Intellectual Property Rights of another

Person nor has the Company or any of its Subsidiaries made any written notice or other written communication alleging any other Person

is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Company Owned IP.

To the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating any Company IP.

(f)            None

of the Company Owned IP or, to the Company’s Knowledge, any Company Licensed IP, is subject to any pending or outstanding injunction,

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

licensing by the Company or any of its Subsidiaries of any such Company Owned IP or Company Licensed IP.

(g)            None

of the Company or its Subsidiaries is now or has ever been a member or promoter of, or a contributor to, any industry standards body

or any similar organization that would reasonably be expected to require or obligate the Company or any of its Subsidiaries to grant

or offer to any other Person any license or right to any Company IP.

3.16          Privacy

and Data Security.

(a)            The

operation of the Company’s and its Subsidiaries’ business is in compliance in all material respects with applicable Data

Protection Regulations. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Contemplated Transactions

will result in any material violation of applicable Data Protection Regulations. Since January 1, 2023, there have been (i) no

Security Incidents materially impacting Personal Data (including any clinical trial data or other data obtained from or about clinical

trial subjects, research participants, investigators, or investigator personnel) or any confidential data or Trade Secrets used in the

business of the Company or its Subsidiaries as currently conducted (collectively, “Company Sensitive Data”) (and the

Company and its Subsidiaries have not provided or been required under applicable Data Protection Regulations to provide notification

of any breach of privacy or data security), (ii) no material violations of any security policy of the Company or its Subsidiaries

regarding any such Company Sensitive Data and (iii) no material unintended or improper disclosure of any Company Sensitive Data

in the possession, custody or control of the Company or its Subsidiaries or a contractor or agent acting on behalf of the Company or

its Subsidiaries. Since January 1, 2023, none of the Company or its Subsidiaries has received any written notice (x) from a

vendor or data processor that processes Company Sensitive Data on behalf of the Company or any of its Subsidiaries with respect to a

Security Incident materially impacting Company Sensitive Data or (y) from any other Person, including from any supervisory authority

or Governmental Entity of any complaint, investigation, inquiry or enforcement action regarding its Company Sensitive Data processing.

(b)            Each

of the Company and its Subsidiaries has materially complied, and continues to materially comply, with applicable Data Protection Regulations,

including with (i) requirements to process Personal Data lawfully, (ii) contractual requirements applicable to the engagement

of data processors processing Personal Data on behalf of the Company and its Subsidiaries, (iii) requirements to provide adequate

security measures to protect Company Sensitive Data, (iv) conduct of appropriate data privacy impact assessments to the extent required

by applicable Data Protection Regulations, (v) provisions related to lawful cross-border data transfers of Personal Data and (vi) applicable

requirements for the collection, use, storage and security of clinical trial data under ICH Guidelines for Good Clinical Practice and

applicable regulations.

of the Company and its Subsidiaries has implemented commercially reasonable physical, technical and organizational measures designed

to protect Company Sensitive Data against loss, destruction and damage, unauthorized access, use, modification, disclosure or other misuse.

(d)            To

the Company’s Knowledge, (i) the Company and its Subsidiaries have implemented commercially reasonable safeguards for transfers

of Personal Data outside of a country of origin in compliance in all material respects with applicable Data Protection Regulations, and

(ii) none of the Company or its Subsidiaries has suspended or terminated a transfer of Personal Data due to violation of applicable

Data Protection Regulations or received any written notice from a supervisory authority regarding any concerns about a transfer of Personal

Data, except, in each case, as would not have a Company Material Adverse Effect.

(e)            With

respect to any clinical trial or other clinical research study conducted by or on behalf of the Company or any of its Subsidiaries, to

the Company’s Knowledge, the Company and its Subsidiaries have obtained all required informed consents from clinical trial subjects

and research participants and all required approvals from institutional review boards or independent ethics committees, in each case

in compliance in all material respects with applicable Data Protection Regulations, 21 C.F.R. Parts 50 and 56 and ICH Guidelines for

Good Clinical Practice.

(f)            The

Company and its Subsidiaries have deployed and used AI in material compliance with all applicable Laws and Data Protection Regulations,

as well as in all material respects with Contract terms applicable to the Company and its Subsidiaries’ processing of Training

Data. The Company and its Subsidiaries do not use any data that is subject to an obligation of confidentiality by the Company or its

Subsidiaries under all applicable Laws and Contracts to which the Company or any of its Subsidiaries is subject or a party, in any prompts

or inputs to any AI tools by Company or its Subsidiaries, except in cases where such AI tools do not use such data, prompts or inputs

to train the machine learning or algorithm of such tools or to improve the services related to such AI tools other than solely for use

by the Company or its Subsidiaries as permitted by all applicable Laws and Contracts to which the Company or any of its Subsidiaries

is subject or a party. The Company has implemented and maintains commercially reasonable policies relating to governance or implementation

of AI, including its policies relating to (A) management oversight and approval of employees’ and contractors’ use and

implementation of AI, and (B) use and implementation of AI in a manner that is designed to avoid violation, infringement or misappropriation

of any third Person’s Intellectual Property Rights and violation of applicable Laws. The Company and its Subsidiaries have not

used or employed any AI tools in a manner that would materially limit the Company’s or any of its Subsidiaries’ ownership

of, or otherwise materially impair the Company’s or any of its Subsidiaries’ ability to use, commercialize, or otherwise

exploit, the Intellectual Property Rights in or pertaining to any output generated by the use of AI tools by or for the Company and its

Subsidiaries. The Company does not use AI for any activity that is banned or prohibited under any applicable Law, including activities

designated as “high risk” or otherwise subject to heightened requirements or restrictions under any applicable Law.

3.17         Compliance

with Laws; Permits; Regulatory Matters.

(a)            The

Company and each of its Subsidiaries are and, to the Company’s Knowledge, each Company Partner is, and since January 1, 2025

have been, in compliance in all material respects with all applicable Laws, including Health Care Laws. Since January 1, 2025, neither

the Company, any of its Subsidiaries nor, to the Company’s Knowledge, any Company Partner has received any pending or threatened

claim, complaint, suit, proceeding, hearing, enforcement audit, investigation, arbitration, or other adverse action from any Person,

including any Governmental Entity or customer, alleging product liability, material non-compliance or material violation of any applicable

Laws, including Health Care Laws.

(b)            There

is no judgment, injunction, order or decree by a Governmental Entity binding upon the Company, any of its Subsidiaries or, to the Company’s

Knowledge, any Company Partner, which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing

any current material business practice of the Company, any of its Subsidiaries or, to the Company’s Knowledge, any Company Partner,

any acquisition of material property by the Company, any of its Subsidiaries or, to the Company’s Knowledge, any Company Partner,

or the conduct of any material portion of the business by the Company, any of its Subsidiaries or, to the Company’s Knowledge,

any Company Partner, as currently conducted, (ii) is reasonably likely to have a material adverse effect on the Company’s

ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect

of preventing, materially delaying, making illegal or otherwise materially interfering with the Contemplated Transactions; provided

that the representations and warranties in the foregoing clauses (ii) and (iii) are made only as of the date of this Agreement.

The Company is not and, since January 1, 2025, has not been a party to any corporate integrity agreements, monitoring agreements,

consent decrees, deferred prosecution agreements, settlement orders, or similar agreements with or imposed by any Governmental Entity.

Company, its Subsidiaries and, to the Company’s Knowledge, each Company Partner currently hold and operate in compliance in all

material respects with, and, at all times since January 1, 2025, have held and operated in compliance in all material respects with,

all Governmental Authorizations that are or have been necessary for the conduct of the business of the Company and its Subsidiaries as

previously conducted and as currently being conducted. All such permits that are necessary for the conduct of the business of the Company

and its Subsidiaries as currently conducted (the “Company Permits”) and necessary for the conduct of the business

of the Company Partners as currently conducted (the “Company Partner Permits”) are valid and are in full force and

effect (in the case of the Company Partner Permits, to the Company’s Knowledge), and, assuming the notices, filings or other Consents

listed on Section 3.17(c) of the Company Disclosure Schedule have been made or obtained, will continue to be so upon

consummation of the Contemplated Transactions, except as would not have a Company Material Adverse Effect.

(d)            The

Company, its Subsidiaries and, to the Company’s Knowledge, the Company Partners, hold all right, title and interest in and to all

Company Permits and Company Partner Permits free and clear of any Lien. All fees and charges with respect to such Company Permits and

Company Partner Permits, as of the date of this Agreement, have been paid in full and all filing, reporting and maintenance obligations

have been completely and timely satisfied (in the case of the Company Partner Permits, to the Company’s Knowledge), except as would

not have a Company Material Adverse Effect. The Company and each of its Subsidiaries are in material compliance with the terms of the

Company Permits and the Company Partner Permits. To the Company’s Knowledge, as of the date of this Agreement, no Legal Proceeding

is pending or threatened, which seeks to revoke, limit, suspend, or materially modify any Company Permit or any Company Partner Permit.

(e)            None

of the Company Products have been or have been requested by a Governmental Entity or other Person to be recalled, withdrawn, removed,

suspended, seized, the subject of a corrective action, or discontinued (whether voluntarily or otherwise) (collectively “Recall”).

Neither the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, any Governmental Entity or other Person, has sought,

is seeking, or, to the Company’s Knowledge, has or is currently threatening or contemplating any Recall of a Company Product. The

Company Products have been manufactured, packaged, labeled, tested, stored, shipped, handled, warehoused and distributed in material

compliance with all applicable Health Care Laws and are not and have not been prohibited from introduction into interstate commerce under

applicable Health Care Laws. Except as would not have a material impact on the Company and its Subsidiaries, taken as a whole, since

January 1, 2025, neither the Company nor any of its Subsidiaries has either voluntarily or involuntarily issued, or caused to be

issued, any notice or communication due to an alleged lack of safety, efficacy or material noncompliance with any applicable Health Care

Laws for any Company Product. To the Company’s Knowledge, as of the date of this Agreement, there are no facts that would reasonably

be expected to result in (x) such a notice or communication or (y) the termination or suspension of marketing of any Company

Product.

(f)            As

of the date of this Agreement, none of the Company, its Subsidiaries, or any of their respective officers, directors, employees, independent

contractors or, to the Company’s Knowledge, agents or the Company Partners and their respective officers, directors, employees,

independent contractors or agents have been or are currently:

(i)            subject

to mandatory or permissive debarment or suspension pursuant to 21 U.S.C. § 335a;

(ii)            excluded

under 42 U.S.C. § 1320a-7 or any similar law, rule or regulation of any Governmental Entity;

(iii)            excluded,

debarred, suspended or deemed ineligible to participate in federal procurement and non-procurement programs, including those produced

by the U.S. General Services Administration;

(iv)            charged,

named in a complaint, convicted, or otherwise found liable in any Legal Proceeding that falls within the ambit of 21 U.S.C. § 331,

21 U.S.C. § 333, 21 U.S.C. § 334, 21 U.S.C. § 335a, 21 U.S.C. § 335b, 42 U.S.C. § 1320a – 7, 31 U.S.C.

§§ 3729 – 3733, 42 U.S.C. § 1320a-7a, or any other applicable Health Care Laws or, to the Company’s Knowledge,

threatened with prosecution by a Governmental Entity, including the Centers for Medicare and Medicaid Services, the U.S. Department of

Health and Human Services, state attorney general, or the U.S. Department of Justice, for any violation of any of the foregoing;

(v)            disqualified

or deemed ineligible pursuant to 21 C.F.R. Parts 312, 511, or 812, or otherwise restricted, in whole or in part, or subject to an assurance;

(vi)            had

a pending Legal Proceeding, or otherwise received any written notice from any Governmental Entity or any Person threatening, investigating,

or pursuing (i)-(v) above or, to the Company’s Knowledge, committed any violation of any applicable Health Care Law, that

could reasonably be expected to serve as the basis for any such exclusion, suspension, debarment or other ineligibility.

(g)            The

Company has not been restrained in any material respect by a Governmental Entity in its ability to conduct or have conducted the manufacturing;

non-clinical, clinical or other testing; distribution; promotion or marketing of the Company Products.

(h)            All

studies and tests conducted by or on behalf of, or sponsored by, the Company or any of its Subsidiaries, or in which the Company or any

of its Subsidiaries or the Company Products has participated, were and, if still pending, are being conducted in compliance in all material

respects with all applicable Health Care Laws. To the Company’s Knowledge, the study reports, protocols, and statistical analysis

plans for all such studies and tests accurately, completely, and fairly reflect the results from such studies and tests. As of the date

of this Agreement, the Company has not received written notice of any complaints, information, or adverse experience reports related

to a Company Product that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(i)            Since

January 1, 2025, neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of the Company Partners

has received any written notice from FDA or any other Governmental Entity that it has (i) commenced, or threatened to initiate,

any Legal Proceeding to implement a partial or full clinical hold or withdraw any approvals granted to the Company for any clinical investigation

of any Company Product, or (ii) commenced, or threatened to initiate, any Legal Proceeding to enjoin manufacture or distribution

of any Company Product.

(j)            To

the Knowledge of the Company, there are no material Legal Proceedings or governmental, regulatory or administrative investigations, audits,

inquiries or actions, or any facts, circumstances or conditions that would reasonably be expected to form the basis for any material

Legal Proceeding or governmental, regulatory or administrative investigation, audit, inquiry or action, against or affecting the Company,

any of its Subsidiaries or any of the Company Partners arising under (i) the FDCA and the regulations of FDA promulgated thereunder

or similar Law, (ii) the Public Health Service Act of 1944, (iii) the Social Security Act or regulations of the Office of the

Inspector General of the Department of Health and Human Services or similar Laws, (iv) applicable Laws relating to government health

care programs, private health care plans, or the privacy and confidentiality of patient health information, including United States federal

and state Laws pertaining to the Medicare and Medicaid programs, United States federal and state Laws applicable to health care fraud

and abuse, kickbacks, physician self-referral, false claims made to a Governmental Entity or government or private health care program,

and United States federal or state Laws pertaining to contracting with the government and similar Laws or (v) ICH Guidelines for

Good Clinical Practice, 21 C.F.R. Parts 11, 50, 54, 56, 312, 812 and 814 or any comparable foreign Laws relating to the conduct of clinical

trials.

(k)            The

Company, its Subsidiaries and, to the Company’s Knowledge, the Company Partners have not made any false, misleading, or untrue

statement of material fact, or failed to disclose a material fact required to be disclosed, to any Governmental Entity, nor committed

any act, made any statement, or failed to make any statement that would reasonably be likely to provide a basis for the FDA to invoke

its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities,” or for any other

Governmental Entity to invoke any similar policy.

3.18         Insurance.

The Company has made available to Parent true, correct and complete copies of all material insurance policies and all material self-insurance

programs and arrangements relating to the business, assets, liabilities and operations of the Company and each of its Subsidiaries in

effect on the date of this Agreement. Each insurance policy of the Company and each of its Subsidiaries is in full force and effect and

the Company and each of its Subsidiaries are in compliance in all material respects with the terms thereof. Other than customary end

of policy notifications from insurance carriers, between January 1, 2025 and the date of this Agreement, neither the Company nor

any of its Subsidiaries has received any written notice or other written communication regarding any actual or possible (a) cancellation

or invalidation of any insurance policy or (b) refusal or denial of any coverage, reservation of rights or rejection of any material

claim under any insurance policy. The Company and each of its Subsidiaries have provided timely written notice to the appropriate insurance

carrier(s) of each Legal Proceeding that is currently pending against the Company or any of its Subsidiaries for which the Company

or such Subsidiary has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect

to any such Legal Proceeding or informed the Company or any of its Subsidiaries of its intent to do so.

3.19         Real

Estate. Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. Section ‎3.19

of the Company Disclosure Schedule sets forth a true, correct and complete list as of the date of this Agreement of all real properties

with respect to which the Company or any of its Subsidiaries directly or indirectly holds a valid leasehold interest (including any subleases,

licenses or sublicenses) as well as any other real estate that is in the possession of or leased, subleased or licensed by the Company

or any of its Subsidiaries (the “Company Leased Real Property”), and a true, correct and complete list of all of the

Company Leased Real Property under which any such real property is leased, subleased, licensed or otherwise possessed (the “Company

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

(or any act which, with notice or the passage of time, or both, could result in a material default under the Company Real Estate Leases).

The Company’s or its applicable Subsidiary’s use, occupancy and operation of each such Company Leased Real Property conforms

to all applicable Laws, and the Company or its applicable Subsidiary has exclusive possession of each such Company Leased Real Property

and has not granted any use or occupancy rights to tenants, subtenants or licensees with respect to such Company Leased Real Property.

Neither the Company nor any of its Subsidiaries has assigned, transferred, mortgaged, subleased or pledged (directly or indirectly) any

interest in any of the Company Real Estate Leases. In addition, each of the Company and its applicable Subsidiary has a valid leasehold

interest in (or a valid right to use and occupy) the Company Leased Real Property, free and clear of all Liens other than Permitted Liens.

To the Company’s Knowledge, neither the whole nor any part of the Company Leased Real Property is subject to any pending suit for

condemnation or other taking by any Governmental Entity, and no such condemnation or other taking is threatened or contemplated. The

Company Leased Real Property comprises all of the real property used in, and is necessary for, the operation of the business of the Company

and its Subsidiaries as currently conducted. Neither the Company nor any of its Subsidiaries has ever leased or operated at any real

property other than the Company Leased Real Property. All structures and buildings on the Company Leased Real Property are adequately

maintained and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as

currently conducted. To the Company’s Knowledge, there is no pending or contemplated special assessment or reassessment of any

parcel included in the Company Leased Real Property that would result in a material increase in the rent, additional rent or other sums

and charges payable by the Company or its Subsidiaries.

3.20          Registration

Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Company in writing for inclusion

or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement or any amendment or

supplement thereto is declared effective under the Securities Act or at the time of the Parent Stockholders Meeting, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein

not misleading or (b) the Proxy Statement/Prospectus will, at the date the Proxy Statement/Prospectus or any amendment or supplement

thereto is first mailed to Parent’s stockholders or at the time of the Parent Stockholders Meeting, contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,

in light of the circumstances under which they are made, not misleading in any material respect.

3.21          Transactions

with Affiliates. Since January 1, 2025, no event has occurred that would constitute a transaction between the Company and any

of its Affiliates, directors, executive officers or beneficial owners of more than five percent of the outstanding equity securities

of the Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act if

the Company were subject to such reporting requirements.

3.22          Brokers

and Finders. Except for Wedbush Securities Inc., no broker, finder or investment banker is entitled to any brokerage fee, finder’s

fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated Transactions based upon

arrangements made by or on behalf of the Company or any of its Subsidiaries.

3.23         Certain

Business Practices.

(a)            None

of the Company, any of its Subsidiaries or any of their respective directors, officers, employees or, to the Company’s Knowledge,

agents or any other Person acting on their behalf has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks,

or other unlawful payment, in the form of cash, gifts, or anything of value, or taken any other action or made or failed to make any

other statement, in violation of Anti-Bribery Laws. Neither the Company nor any of its Subsidiaries nor any of their respective officers,

employees or agents is or has been, in any capacity relating to the Company or such Subsidiary, the subject of any debarment or exclusionary

claims, actions, proceedings, or, to the Company’s Knowledge, investigation by any Governmental Entity with respect to potential

violations of Anti-Bribery Laws. None of the Company, any of its Subsidiaries or any of their respective principals (as defined at 48

C.F.R. 52.209-5(a)(2)) would be required to certify affirmatively to any element of the certification at 48 C.F.R. 52.209-5.

(b)            None

of the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees acting on their behalf, is currently,

or has in the past five years been (i) a Sanctioned Person, (ii) organized or ordinarily resident in a Sanctioned Country,

(iii) engaged in any unlawful dealings or transactions or entered into any agreement with or for the benefit of any Sanctioned Person

or in any Sanctioned Country, (iv) engaging in any export, reexport, transfer or provision of any goods, software, technology, data

or service without, or exceeding the scope of any licenses or authorizations under all applicable Ex-Im Laws or (v) otherwise in

violation of applicable Sanctions Laws, Ex-Im Laws, or the anti-boycott laws administered by the U.S. Department of Commerce and the

U.S. Department of Treasury’s Internal Revenue Service (collectively, “Trade Control Laws”).

the Company nor any of its Subsidiaries is, or is owned or controlled by, a Sanctioned Person, and to the Company’s Knowledge,

no officer, manager, director or holder of shares, stocks, securities or other interest in the Company or its Subsidiaries is a Sanctioned

Person.

(d)            Each

of the Company and its Subsidiaries has obtained all authorizations, licenses, and other permits, consents, notices, waivers, and approvals

as required by Trade Control Laws and is in compliance with the terms of all such authorizations, licenses, and other permits, consents,

notices, waivers, and approvals. There are no active or pending internal or third-party (including Governmental Entity) investigations

related to the Company’s or any of its Subsidiaries’ compliance with Trade Control Laws.

3.24         Ownership

of Parent Common Stock. Since January 1, 2025, neither the Company nor any of its Subsidiaries has “owned” (as such

term is defined in Section 203(c) of the DGCL), directly or indirectly, any shares of Parent Common Stock or other securities

convertible into, exchangeable into or exercisable for shares of Parent Common Stock. There are no voting trusts or other agreements

or understandings to which the Company or any its Subsidiaries is a party with respect to the voting of the capital stock or other equity

interest of Parent or any of its Subsidiaries.

Article IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent represents and warrants

to the Company as set forth in the statements contained in this ‎Article IV except as set forth (a) in the Parent

SEC Documents filed with, or furnished to, the SEC on or after January 1, 2025 and publicly available on the SEC’s Electronic

Data Gathering Analysis and Retrieval system prior to the date of this Agreement (but (i) without giving effect to any amendment

thereof filed with, or furnished to, the SEC on or after the date hereof and (ii) excluding any disclosures contained under the

heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or

in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (b) in

the disclosure letter delivered by Parent to the Company at or before the execution and delivery by Parent of this Agreement (the “Parent

Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in numbered and lettered sections corresponding to

the numbered and lettered sections contained in this ‎Article IV, and the disclosure in any section of the Parent Disclosure

Schedule shall be deemed to qualify other sections in this ‎Article IV to the extent that it is reasonably apparent on

the face of such disclosure that such disclosure also qualifies or applies to such other sections.

4.1            Organizational

Documents. Parent has made available to the Company accurate and complete copies of the Organizational Documents of Parent, Merger

Sub and each of Parent’s other Subsidiaries in effect as of the date of this Agreement. Neither Parent, nor Merger Sub nor any

of Parent’s other Subsidiaries is in material breach or violation of its respective Organizational Documents.

4.2            Due

Organization; Subsidiaries.

(a)            Parent

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

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

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

(iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority

would not have a Parent Material Adverse Effect.

(b)            Parent

is duly licensed and qualified to do business and is in good standing (to the extent applicable in such jurisdiction), under the Laws

of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the

failure to be so qualified would not have a Parent Material Adverse Effect.

of Parent’s Subsidiaries is identified in Section ‎4.2(c) of the Parent Disclosure Schedule; and neither

Parent nor any of the entities identified in Section ‎4.2(c) of the Parent Disclosure Schedule owns any capital

stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other entity

other than the entities identified in Section ‎4.2(c) of the Parent Disclosure Schedule.

(d)            Each

of Parent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing

under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business

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

which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would

not have a Parent Material Adverse Effect.

(e)            Neither

Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership,

joint venture or similar business entity. Neither Parent nor any of its Subsidiaries has agreed or is obligated to make or is bound by

any Contract under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither

Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or

other obligations of, any general partnership, limited partnership or other entity.

(f)            All

of the outstanding shares of capital stock or equivalent equity interests of each Subsidiary of Parent are owned of record and beneficially,

directly or indirectly, by Parent free and clear of all material liens, pledges, security interests or other encumbrances.

4.3            Capitalization.

(a)            The

authorized capital stock of Parent as of the date of this Agreement consists of (i) 600,000,000 shares of common stock, par value

$0.001 per share (the “Parent Common Stock”), of which 391,462,923 shares have been issued and are outstanding as

of the close of business on the Reference Date and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which

no shares have been issued and are outstanding as of the close of business on the Reference Date. After giving effect to the Parent Charter

Amendment, Parent has authorized a sufficient number of shares of Parent Common Stock to issue the Merger Consideration. Parent does

not hold any shares of its capital stock in its treasury. From the close of business on the Reference Date to the date of this Agreement,

Parent has not issued any shares of its capital stock other than the issuance of shares of Parent Common Stock upon the exercise of Parent

Equity Awards, Parent ESPP Options or Parent Warrants, in each case that were outstanding as of the close of business on the Reference

Date in accordance with the terms thereof. There are no accrued and unpaid dividends with respect to any outstanding shares of capital

stock of Parent or any of its Subsidiaries.

(b)            Section ‎4.3(b) of

the Parent Disclosure Schedule lists, as of the Reference Date, (i) each holder of issued and outstanding Parent Warrants, (ii) the

number and type of shares subject to each Parent Warrant, (iii) the exercise price of each Parent Warrant, and (iv) the termination

date of each Parent Warrant.

of the outstanding shares of Parent Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. None

of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance

or any similar right and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent.

The shares of Parent Common Stock issuable as Merger Consideration will be, when issued, duly authorized and validly issued and fully

paid and nonassessable, and not subject to, or issued in violation of, any preemptive right, right of participation, right of maintenance,

right of first refusal or any similar right. Except as contemplated herein, there is no Parent Contract relating to the voting or registration

of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with

respect to), any shares of Parent Common Stock. There is no Parent Contract pursuant to which Parent or any of its Subsidiaries may become

obligated to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities.

(d)            Except

for (i) Parent’s 2011 Equity Incentive Plan, Parent’s 2022 Inducement Incentive Plan, Parent’s 2017 Inducement

Incentive Plan, and the SomaLogic Equity Plans, in each case, as amended (collectively, the “Parent Equity Plans”)

and the award agreements thereunder, and (ii) Parent’s 2017 Employee Stock Purchase Plan, as amended (the “Parent

ESPP”), Parent does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based

compensation for any Person. As of the close of business on the Reference Date, (A) 66,598,611 shares of Parent Common Stock were

authorized for issuance under the Parent Equity Plans, of which 32,020,617 shares of Parent Common Stock were subject to issuance upon

the exercise of Parent Options, 18,687,069 shares of Parent Common Stock were issuable upon settlement of Parent RSUs, and 15,890,925

shares of Parent Common Stock remained available for future issuance pursuant to the Parent Equity Plans, and (B) 285,087 shares

of Parent Common Stock remained available for future issuance pursuant to the Parent ESPP. Section ‎4.3(d) of

the Parent Disclosure Schedule sets forth a true, correct and complete list, as of the Reference Date, with respect to each Parent Equity

Award of (i) the name of the holder of such Parent Equity Award (or if not permitted under applicable Data Protection Regulations,

the grant ID); (ii) the number of shares of Parent Common Stock subject to such Parent Equity Award; (iii) the Parent Equity

Plan under which such Parent Equity Award was granted; (iv) the grant or issuance date of such Parent Equity Award; (v) the

applicable vesting schedule of such Parent Equity Award; and (vi) if such Parent Equity Award is a Parent Option, the exercise price

and the expiration date of such Parent Option and whether such Parent Option is intended to be an “incentive stock option”

as defined in Section 422 of the Code. After giving effect to the Parent Charter Amendment, Parent has authorized, subject to approval

by Parent’s stockholders, a sufficient number of shares of Parent Common Stock issuable upon the exercise of Company Options to

be assumed by Parent pursuant to Section ‎2.3(a) as of the Effective Time.

(e)            Except

for the Parent Equity Awards, Parent ESPP Options, and the Parent Warrants, there is no (i) outstanding subscription, option, call,

warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Parent or any

of its Subsidiaries, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable

for any shares of the capital stock or other securities of Parent or any of its Subsidiaries or (iii) condition or circumstance

that would be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such

Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any of its Subsidiaries. There

are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights (including any rights

that are linked in any way to the price or value of the capital stock or other securities) with respect to Parent or any of its Subsidiaries.

(f)            All

outstanding shares of Parent Common Stock, the Parent Equity Awards, the Parent Warrants and other securities of Parent have been issued

and granted in material compliance with (i) all applicable securities Laws and other applicable Laws, (ii) the Organizational

Documents of Parent and (iii) all requirements set forth in applicable Contracts. No Parent Options have an exercise price that

has been less than the fair market value of the underlying stock as of the date such Parent Option was granted or has any feature for

the deferral of compensation that could render the grant subject to Section 409A of the Code. Each Parent Option characterized by

Parent as an “incentive stock option” within the meaning of Section 422 of the Code was granted in compliance with all

of the applicable requirements of Section 422 of the Code.

4.4            Authority;

Binding Nature of Agreement; Required Vote.

(a)            Each

of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations

hereunder and, subject, with respect to Parent, to receipt of the Parent Stockholder Approval, and with respect to Merger Sub, the adoption

of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, to consummate the Contemplated Transactions.

(b)            At

a meeting duly called and held, the Special Committee has unanimously (i) determined that the Contemplated Transactions are advisable,

fair to and in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Contemplated

Transactions and recommend that the Parent Board approve and declare advisable the Contemplated Transactions and (iii) recommended

that the Parent Board resolve to make the Parent Board Recommendation. The Parent Board, acting upon the recommendation of the Special

Committee at a meeting duly called, has (i) determined that the Contemplated Transactions are advisable, fair to and in the best

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

and (iii) resolved to make the Parent Board Recommendation. As of the date of this Agreement, such resolutions have not been amended

or withdrawn. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution

and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of

Parent and Merger Sub in accordance with its terms, except, in each case, as enforcement may be limited by the Enforceability Exceptions.

Prior to the execution of the Parent Voting Agreement, the Parent Board approved the Parent Voting Agreement and the transactions contemplated

thereby.

for (i) the approval of the Parent Share Issuance, by the affirmative vote of a majority of the voting power of the shares of Parent’s

capital stock present in person or represented by proxy at the Parent Stockholder Meeting and entitled to vote on such matter, (ii) the

approval of the Parent Charter Amendment and the Parent Reverse Stock Split by the affirmative vote of the holders of Parent’s

capital stock entitled to vote thereon, voting as a single class, by a majority of the votes cast for or against such matter (such approvals

set forth in (i) and (ii), collectively, the “Parent Stockholder Approval”) and (iii) the approval of the

Post-Closing Equity Incentive Plan and Post-Closing ESPP by the affirmative vote of a majority of the voting power of the shares of Parent’s

capital stock present in person or represented by proxy at the Parent Stockholders Meeting and entitled to vote thereon, no other corporate

proceedings on the part of the Parent stockholders are necessary to authorize, adopt or approve, as applicable, this Agreement or the

Contemplated Transactions.

4.5            Non-Contravention;

Consents.

(a)            Subject

to (i) obtaining the Parent Stockholder Approval, (ii) the filing of the Certificate of Merger required by the DGCL, (iii) (A) the

filing with the SEC of the Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness

under the Securities Act of the Registration Statement and (C) the filing with the SEC of such reports and other filings under,

and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required

in connection with this Agreement, and the Contemplated Transactions, (iv) such Consents, registrations, declarations, notices or

filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with

the issuance of the shares of Parent Common Stock to be issued as the Merger Consideration, (v) such filings with and approvals

of Nasdaq as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued

as the Merger Consideration and (vi) any applicable requirements of the HSR Act or any foreign Antitrust Laws, neither (x) the

execution, delivery or performance of this Agreement by Parent nor (y) the consummation by Parent of the Contemplated Transactions,

will (with or without notice or lapse of time):

(i)            result

in a violation or breach of any of the provisions of the Organizational Documents of Parent or any of its Subsidiaries;

(ii)            result

in a violation or breach of, or give any Governmental Entity the right to exercise any remedy or obtain any relief under, any Law or

any order, writ, injunction, judgment or decree to which Parent or any of its Subsidiaries, or any of the assets owned by Parent or any

of its Subsidiaries, is subject;

(iii)            result

in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend,

cancel, terminate or modify, any Governmental Authorization that is held by Parent or any of its Subsidiaries;

(iv)            result

in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right

to: (A) declare a default or exercise any remedy under any Parent Material Contract; (B) any material payment, rebate, chargeback,

penalty or change in delivery schedule under any Parent Material Contract; (C) accelerate the maturity or performance of any Parent

Material Contract; or (D) cancel, terminate or modify any term of any Parent Material Contract; or

(v)            result

in the imposition or creation of any Lien upon or with respect to any asset owned or used by Parent or any of its Subsidiaries (except

for Permitted Liens);

(b)            Except

for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) (A) the

filing with the SEC of the Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness

under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under,

and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required

in connection with this Agreement, and the Contemplated Transactions, (iii) such Consents, registrations, declarations, notices

or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection

with the issuance of the shares of Parent Common Stock to be issued as the Merger Consideration, (iv) such filings with and approvals

of Nasdaq as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued

as the Merger Consideration, (v) any applicable requirements of the HSR Act or any foreign Antitrust Laws, and (vi) such consents,

waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state

securities Laws, neither Parent nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or

to obtain any Consent from, any Governmental Entity in connection with (x) the execution, delivery or performance by Parent of this

Agreement, or (y) the consummation by Parent of the Contemplated Transactions, which if individually or in the aggregate were not

given or obtained, would reasonably be expected to prevent or materially delay the ability of Parent to consummate the Contemplated Transactions

or that would have a Parent Material Adverse Effect.

Parent Board and the board of directors of Merger Sub have taken and will take all actions necessary to ensure that the restrictions

applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery

and performance of this Agreement and the Parent Voting Agreement and to the consummation of the Contemplated Transactions. To Parent’s

Knowledge, no other takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Parent Voting Agreement

or any of the Contemplated Transactions.

4.6            SEC

Documents; Financial Statements.

(a)            Other

than such documents that can be obtained on the SEC’s website at www.sec.gov, Parent has made available to the Company accurate

copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules,

forms and other documents filed by Parent with the SEC after the date that is 12 months prior to the date hereof (the “Parent

SEC Documents”). Since the date 12 months prior to the date hereof, all material statements, reports, schedules, forms and

other documents required to have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed

with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of

the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act

(as the case may be) and, as of the time they were filed, none of the Parent SEC Documents contained any untrue statement of a material

fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light

of the circumstances under which they were made, not misleading (or, in the case of a Parent SEC Document that is a registration statement,

as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment

became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein

or necessary to make the statements made therein not misleading); provided that no representation is made as to the accuracy of

any financial projections or forward-looking statements or the completeness of any information furnished by Parent to the SEC solely

for the purposes of complying with Regulation FD promulgated under the Exchange Act. The certifications and statements required by Rule 13a-14

under the Exchange Act and 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Parent SEC Documents (collectively,

the “Parent Certifications”) are accurate and complete in all material respects and comply as to form and content

in all material respects with all applicable Laws. As used in this Section ‎4.6, the term “file” and

variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise

made available to the SEC.

(b)            The

financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents (i) complied

as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared

in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial

statements, except as permitted by the SEC on Form 10-Q under the Exchange Act, and except that the unaudited financial statements

may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise

noted therein throughout the periods indicated and (iii) fairly present, in all material respects, the financial position of Parent

and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of Parent and its consolidated

Subsidiaries for the periods covered thereby. Other than as expressly disclosed in the Parent SEC Documents filed between January 1,

2025 and the date of this Agreement there has been no material change in Parent’s accounting methods or principles that would be

required to be disclosed in Parent’s financial statements in accordance with GAAP.

of the date of this Agreement, Parent is in compliance in all material respects with the applicable current listing and governance rules and

regulations of Nasdaq.

(d)            Parent

maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions are recorded

as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made

only in accordance with authorizations of management and the Parent Board and (iii) regarding prevention or timely detection of

the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial

statements. Parent has evaluated the effectiveness of Parent’s system of internal control over financial reporting as of March 31,

2026, and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K

or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting

as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed, based on its most recent

evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and made available to the Company

a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the design or operation of

internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize

and report financial information and (B) any known fraud that involves management or other employees who have a significant role

in Parent’s internal control over financial reporting. Parent has not identified, based on its most recent evaluation of internal

control over financial reporting, any material weaknesses in the design or operation of Parent’s internal control over financial

reporting.

(e)            Parent

maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange

Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the periodic reports that it files

or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such

information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required

disclosure and to make the Parent Certifications.

(f)            As

of May 29, 2026, Parent’s cash, cash equivalents and marketable securities, as determined in accordance with GAAP and in a

manner consistent with the preparation of the Parent Balance Sheet, are not less than $543,793,566.

(g)            Section ‎4.6(g) of

the Parent Disclosure Schedule sets forth, as of April 30, 2026, an aging schedule of all accounts payable and accounts receivable

of Parent and its Subsidiaries, which schedule is, to the Knowledge of Parent, complete and accurate.

(h)            A

good faith estimate of Parent Net Cash, including each component thereof, as of the date of this Agreement, is set forth in Section ‎4.6(h) of

the Parent Disclosure Schedule.

4.7            Absence

of Changes.

(a)            Except

as expressly contemplated or permitted by or in connection with the execution and delivery of this Agreement, between the date of Parent’s

latest consolidated unaudited balance sheet (the “Parent Balance Sheet”) and the date of this Agreement, (i) Parent

has conducted its business in the Ordinary Course of Business in all material respects (except for the execution and performance of this

Agreement and the discussions, negotiations and transactions related thereto, including the Contemplated Transactions) and (ii) there

has not occurred any action, event or occurrence that would have required the consent of the Company pursuant to Sections ‎5.1(b)(vii),

‎5.1(b)(ix), ‎5.1(b)(xi), 5.1(b)(xii), ‎5.1(b)(xiv), 5.1(b)(xv),

‎5.1(b)(xix), ‎5.1(b)(xxiii), ‎5.1(b)(xxiv) and, to the

extent relating to the foregoing, Section ‎5.1(b)(xxvi), had such action, event or occurrence taken place

after the execution and delivery of this Agreement.

(b)            Since

December 31, 2025, there has not been any Parent Material Adverse Effect (disregarding for purposes of this Section ‎4.7(b) clause

(2) of the definition thereof).

4.8            Absence

of Undisclosed Liabilities. Neither Parent nor any of its Subsidiaries has any liability, debt or obligation, individually or in

the aggregate, of a type required to be recorded or reflected on Parent’s balance sheet or disclosed in the footnotes thereto under

GAAP except for liabilities, debts or obligations (a) disclosed, reflected or reserved against in the Parent Balance Sheet or disclosed

in the notes thereto included in the Parent SEC Documents as so required by GAAP, (b) that have been incurred by Parent or any of

its Subsidiaries since the date of the Parent Balance Sheet in the Ordinary Course of Business (none of which are liabilities or obligations

directly or indirectly related to a breach of Contract, breach of warranty, tort, infringement, Legal Proceeding or violation of, or

non-compliance with, Law), (c) for performance of obligations of Parent or any of its Subsidiaries under the Contracts which have

not resulted from a breach of such Contracts, breach of warranty, tort, infringement or violation of Law, or (d) incurred in connection

with the Contemplated Transactions.

4.9            Title

to Assets. Parent and each of its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets,

valid leasehold interests in, all material tangible properties or material tangible assets and material equipment used or held for use

in its business or operations or purported to be owned by it, including: (a) all material tangible assets reflected on the Parent

Balance Sheet; and (b) all other material tangible assets reflected in the books and records of Parent or any of its Subsidiaries

as being owned by Parent or such Subsidiary. All of such assets are owned or, in the case of leased assets, leased by Parent or its applicable

Subsidiary free and clear of any Liens, other than Permitted Liens.

4.10            Legal

Proceedings; Orders.

(a)            As

of the date of this Agreement, there is no pending material Legal Proceeding and no Person has threatened in writing to commence any

material Legal Proceeding: (i) that involves (A) Parent, (B) any of its Subsidiaries, (C) any Parent Associate (in

his or her capacity as such) or (D) any of the material assets owned or used by Parent or any of its Subsidiaries; and (ii) that

challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions.

(b)            Between

January 1, 2025 and the date of this Agreement, no Legal Proceeding has been pending against Parent or any of its Subsidiaries that

resulted, or could reasonably be expected to result, in any liability that is material to Parent and its Subsidiaries, taken as a whole.

of the date of this Agreement, there is no material order, writ, injunction, judgment or decree to which Parent or any of its Subsidiaries,

or any of the material assets owned or used by Parent or any of its Subsidiaries, is subject; provided that to the extent any

such representations or warranties in this sentence pertain to any order, writ, injunction, judgment or decree that relates to the execution,

delivery, performance or consummation of this Agreement or any of the Contemplated Transactions, such representations and warranties

are made only as of the date of this Agreement. To Parent’s Knowledge, no officer or employee of Parent or any of its Subsidiaries

is subject to any unsatisfied order, writ, injunction, judgment or decree that prohibits such officer or employee from engaging in or

continuing any conduct, activity or practice relating to the business of Parent or any of its Subsidiaries or to any material assets

owned or used by Parent or any of its Subsidiaries.

4.11            Contracts.

(a)            Section ‎4.11(a) of

the Parent Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all Parent Contracts,

entered into prior to or on the date of this Agreement, in the following categories (other than any Parent Benefit Plan, any purchase

order or work order issued pursuant to the terms of a Parent Contract disclosed on Section ‎4.11(a) of the Parent

Disclosure Schedule, any quality agreement, any business associate agreement, any data processing addenda and any confidentiality agreement)

(each such Parent Contract, whether or not set forth on Section ‎4.11(a) of the Parent Disclosure Schedule and including,

for purposes of Section ‎4.11(b) and Section ‎5.1(b)(xv), those entered into after

the date of this Agreement, a “Parent Material Contract”):

(i)            each

material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act;

(ii)            each

Contract containing (A) any provision limiting the freedom of Parent or any of its Subsidiaries or, at or after the Effective Time,

the Company or any of its Affiliates, to engage in any line of business, development program, therapeutic area or geographic area or

with any Person or compete with any Person, other than any covenant not to solicit any employee, customer, or consultant entered into

in the Ordinary Course of Business, (B) any “most-favored nations” obligation or similar provision (including with respect

to pricing) restricting Parent or any of its Subsidiaries or, at or after the Effective Time, the Company or any of its Affiliates, (C) any

exclusivity obligation on Parent or any of its Subsidiaries or, at or after the Effective Time, the Company or any of its Affiliates

or (D) an obligation for Parent or any of its Subsidiaries to purchase a minimum quantity of goods or services or to purchase all

or substantially all of a certain type of good or service from a single vendor and its Affiliates in any geographic area or contains

a “take or pay” provision, other than, in the cases of clauses (A) and (C) above, any confidentiality or non-use

provisions in Contracts entered into in the Ordinary Course of Business, which are not material to the business of or operations of Parent

and its Subsidiaries, taken as a whole;

(iii)            each

Contract that governs the formation, creation, governance, economics or control of any joint venture, legal partnership or other similar

arrangement, other than with respect to any Contract solely between or among Parent and any of its Subsidiaries;

(iv)            each

Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $150,000 pursuant to its

express terms and not cancelable without penalty;

(v)            each

Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity (whether by merger, sale

of stock, sale of assets or otherwise);

(vi)            each

Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements

or instruments providing for the creation of material Indebtedness of Parent or any of its Subsidiaries or creating any Liens, other

than Permitted Liens or Contracts required to be disclosed on Section 4.11(a)(vii) of the Parent Disclosure Schedule,

with respect to any material assets of Parent or any of its Subsidiaries;

(vii)            each

Parent Real Estate Lease;

(viii)            each

(A) to Parent’s Knowledge, Parent Out-bound License, (B) to Parent’s Knowledge, Parent In-bound License, (C) settlement,

co-existence or other similar Contract that (I) involves the settlement of any pending or threatened Legal Proceeding and (II) either

involves a payment obligation after the date of this Agreement in excess of $250,000 or grants a third party a license or right to use

or restricts any Person from filing, registering, enforcing, disposing of or otherwise exploiting any Parent Owned IP or (D) Contract

that includes any covenant, agreement, undertaking or commitment by the Parent or its Subsidiaries not to sue any other Person for infringement,

misappropriation or other violation of any Parent IP or otherwise assert any Parent IP against any other Person; provided that

the foregoing this subclause (D) shall not be construed to include license grants;

(ix)            each

Contract pursuant to which Parent or any of its Subsidiaries has continuing milestone, royalty or similar contingent payment obligations,

but not including any payments due for or upon completion of contracted services, including upon the achievement of development, regulatory

or commercial milestones or obligation to pay any royalty, dividend, profit-sharing or similar payment based on the revenues or profits

of Parent or any of its Subsidiaries, in each case, excluding indemnification and performance guarantee obligations provided for in the

Ordinary Course of Business, any Contracts required to be disclosed on Section 4.11(a)(viii) of the Parent Disclosure

Schedule and any Parent In-bound Licenses that are terminable at will (with no penalty or payment);

(x)            each

Contract that is not terminable at will with no more than 90 days’ prior notice (with no penalty or payment) by Parent or its Subsidiaries,

as applicable, and which expressly provides for payment or receipt by Parent or any of its Subsidiaries after the date of this Agreement

under any such Contract of more than $250,000;

(xi)            each

collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees

of Parent or its Subsidiaries;

(xii)            the

Illumina Agreement, and any other Contracts with Illumina or any of its Affiliates in connection with the transactions contemplated by

the Illumina Agreement and any Contracts between Parent and any Subsidiaries sold as part of the Divested Business;

(xiii)            each

Contract (A) providing for the payment of cash or any other compensation or benefits upon the consummation of the Merger, (B) restricting

Parent’s ability to terminate the employment of any employee, thereof at any time for any lawful reason or for no reason without

penalty, other than as required by applicable Law, (C) restricting Parent’s ability to terminate the services of any individual

consultant or any individual independent contractor thereof at any time for any lawful reason or for no reason without penalty, other

than any such Contract that is terminable upon no more than thirty (30) days’ prior notice or (D) providing for severance

or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive

equity or similar compensation; or

(xiv)            each

Contract pursuant to which any material research or development activities are conducted by the Parent or any of its Subsidiaries for

a third party.

(b)            Parent

has made available to the Company true, correct and complete copies of all Parent Material Contracts, including all material amendments

thereto, in each case in effect on the date of this Agreement but excluding any purchase orders, work orders, quality agreements, business

associate agreements and data processing addenda incorporated therein. There are no Parent Material Contracts that are not in written

form. None of Parent, any of its Subsidiaries or, to Parent’s Knowledge, any other party to a Parent Material Contract, has breached,

violated or defaulted under, or received written notice that it breached, violated or defaulted under, any of the terms or conditions

of, or Laws applicable to, any Parent Material Contract in such manner as would permit any other party to cancel or terminate any such

Parent Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected

to be material to Parent and its Subsidiaries, taken as a whole. As to Parent and its Subsidiaries, each Parent Material Contract is

valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No counterparty to a Parent Material

Contract has notified Parent in writing (or, to Parent’s Knowledge, otherwise) that it intends to terminate or not renew a Parent

Material Contract.

Contracts relating to the “Business” as defined in the Illumina Agreement (herein referred to as the “Divested Business”)

have been fully transferred to Illumina, Inc., an Affiliate thereof or an entity acquired by Illumina, Inc. or an Affiliate

thereof pursuant to the Illumina Agreement or otherwise constitute liabilities or obligations related to the Business for which Parent

is entitled to seek indemnification under Section 9.2(b)(ii) of the Illumina Agreement. Except as set forth on Section ‎4.12(c) of

the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries has any obligations or liabilities to Illumina, Inc.

or any of its Affiliates under the Illumina Agreement (including for a breach thereof).

4.12            Employee

and Labor Matters; Benefits Plans.

(a)            Section ‎4.12(a) of

Parent Disclosure Schedule sets forth a true, correct and complete list of all material Parent Benefit Plans in effect on the date of

this Agreement, including each such Parent Benefit Plan that provides for retirement, change in control, stay or retention deferred compensation,

incentive compensation, severance or retiree medical or life insurance benefits, but excluding (i) any employment agreement, offer

letter, employment contract or consultancy agreement with a natural person that is in all material respects consistent with the standard

form made available to the Company prior to the date of this Agreement and listed on Section ‎4.12(a) of

the Parent Disclosure Schedule, (ii) any individual equity award agreement that is in all material respects consistent with the

standard form made available to the Company prior to the date of this Agreement and listed on Section ‎4.12(a) of

the Parent Disclosure Schedule and (iii) any Parent Benefit Plans required to be maintained pursuant to applicable Laws that do

not provide compensation or benefits in excess of those required by applicable Laws.

(b)            As

applicable with respect to each Parent Benefit Plan required to be listed on Section ‎4.12(a) of the Parent

Disclosure Schedule, Parent has made available to the Company true, correct and complete copies of (i) each Parent Benefit Plan,

including all material amendments thereto, and in the case of an unwritten Parent Benefit Plan, a written description thereof, (ii) the

current summary plan description and each summary of material modifications thereto, (iii) the most recently filed annual report

with any Governmental Entity (e.g., Form 5500 and all schedules thereto), (iv) the most recent determination, opinion or advisory

letter from the IRS with respect to each Parent Benefit Plan intended to qualify under Section 401(a) of the Code, (v) the

most recent nondiscrimination testing report, (vi) all non-routine correspondence received from or provided to the DOL, the Pension

Benefit Guaranty Corporation, the IRS or any other Governmental Entity between January 1, 2025 and the date of this Agreement and

(vii) all notices and filings concerning IRS or DOL or other Governmental Entity audits or investigations, including with respect

to “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code, between January 1,

2025 and the date of this Agreement.

Parent Benefit Plan has been established, maintained, funded, operated and administered in compliance in all material respects with its

terms and any related documents or agreements and the applicable provisions of ERISA, the Code and all other applicable Laws.

(d)            The

Parent Benefit Plans that are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and

that are intended to meet the qualification requirements of Section 401(a) of the Code have received determination or opinion

letters from the IRS on which they may currently rely to the effect that such plans are qualified under Section 401(a) of the

Code and the related trusts are exempt from federal income Taxes under Section 501(a) of the Code, respectively, or are covered

by advisory or opinion letters with respect to a volume submitter or prototype plan, and, to Parent’s Knowledge, nothing has occurred

that would reasonably be expected to materially adversely affect the qualification of such Parent Benefit Plan or the tax exempt status

of the related trust.

(e)            None

of Parent, any of its Subsidiaries or any Parent ERISA Affiliate has maintained, contributed to, been required to contribute to, or had

any actual or contingent liability with respect to, (i) any “employee pension benefit plan” (within the meaning of Section 3(2) of

ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan”

(within the meaning of Section 3(37) of ERISA), (iii) any “multiple employer plan” (within the meaning of Section 413

of the Code), (iv) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA) or

(v) any “voluntary employees beneficiary association” within the meaning of Section 501(c)(9) of the Code.

The obligations of all Parent Benefit Plans that provide health, welfare or similar insurance are fully insured by bona fide third-party

insurers. No Parent Benefit Plan is maintained through a human resources or benefit outsourcing entity, professional employer organization

or other similar provider.

(f)            As

of the date of this Agreement, there are no pending audits or investigations by any Governmental Entity involving any Parent Benefit

Plan, and no pending or, to Parent’s Knowledge, threatened claims (except for individual claims for benefits payable in the normal

operation of the Parent Benefit Plans), suits or proceedings involving any Parent Benefit Plan, any fiduciary thereof or service provider

thereto. Since January 1, 2025, all material contributions and premium payments required to have been timely made under any of the

Parent Benefit Plans or by applicable Law (without regard to any waivers granted under Section 412 of the Code), have been timely

made and neither Parent nor any of its Subsidiaries has any liability for any such unpaid contributions with respect to any Parent Benefit

Plan, all benefits accrued under any unfunded Parent Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance

with GAAP, and all reports, returns and similar documents required to be filed with any Governmental Entity or distributed to any plan

participant have been timely filed or distributed.

(g)            None

of Parent or any of its Subsidiaries, or, to Parent’s Knowledge, any fiduciary, trustee or administrator of any Parent Benefit

Plan, has engaged in, or in connection with the Contemplated Transactions will engage in, any transaction with respect to any Parent

Benefit Plan which would subject any such Parent Benefit Plan, Parent or any of its Subsidiaries to a material Tax, penalty or liability

for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code.

(h)            No

Parent Benefit Plan provides death, medical, dental, vision, life insurance or other welfare benefits beyond termination of service or

retirement, other than coverage mandated by Part B of Subtitle B of Title I of ERISA, Section 4980B of the Code or any other

Law at the participant or beneficiary’s sole expense or, as described in Section ‎4.12(h) of the Parent Disclosure

Schedule, as provided with respect to continuation health coverage as part of severance, and none of Parent or any of its Subsidiaries

has any obligation to provide such insurance or benefits (whether under a Parent Benefit Plan or otherwise) nor has made a written or

oral representation promising to provide such insurance or benefits.

(i)            For

each Parent Benefit Plan that is a group health plan under Section 733(a)(1) of ERISA, Parent has complied in all material

respects with the Patient Protection and Affordable Care Act, including PPACA, and COBRA. Neither Parent nor any of its Subsidiaries

has failed to comply in all material respects with ERISA Sections 601 to 608 and Code Section 4980B and Parent has, for any relevant

period, offered the requisite number of “full-time employees” group health coverage that is “affordable” and

of “minimum value” (as such terms are defined by the employer shared responsibility provisions of PPACA). Parent has not

incurred (whether or not assessed), or is not reasonably expected to incur or to be subject to, any Tax, penalty or other liability that

may be imposed under PPACA or Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code or with respect to any requirement to timely file

PPACA information returns with the IRS or provide statements to participants under Section 6056 or 6055 of the Code or state law

requirements as applicable, or pursuant to Sections 4976 through 4980 of the Code or Title I of ERISA with respect to any of Parent Benefit

Plans.

(j)            Except

as otherwise contemplated under this Agreement or as set forth on Section ‎4.12(j) of the Parent Disclosure

Schedule, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will either alone or in connection

with any other event(s) (i) result in any payment (whether of severance pay or otherwise) becoming due to or forgiveness of

indebtedness for any Parent Associate, (ii) increase any amount of compensation or benefits otherwise payable to any Parent Associate,

(iii) result in the acceleration of the time of payment, funding or vesting of any benefits under any Parent Benefit Plan, (iv) require

any contribution or payment to fund any obligation under any Parent Benefit Plan or (v) limit the right to merge, amend or terminate

any Parent Benefit Plan (or result in adverse consequences for so doing).

(k)            All

severance, retention or other payments required to be made by Parent or any of its Affiliates to any former Parent Associates providing

services to the Divested Business (the “Divested Business Employees”) as of the date of and in connection with the

transactions contemplated by the Illumina Agreement have been paid in full and Parent has no outstanding liabilities to or obligations

to the Divested Business Employees. Parent has obtained valid and binding releases from all Divested Business Employees who received

severance or other payments in connection with the transactions contemplated by the Illumina Agreement.

(l)            Neither

the execution of this Agreement nor the consummation of the Contemplated Transactions (either alone or when combined with the occurrence

of any other event, including a termination of employment) will result in the receipt or retention (i) by any person who is a “disqualified

individual” (within the meaning of Section 280G of the Code) with respect to Parent and its Subsidiaries of any payment or

benefit that is characterized as a “parachute payment” (within the meaning of Section 280G of the Code), determined

without regard to the application of Section 280G(b)(5) of the Code or (ii) any amount the deduction for which would be

disallowed under Section 162(m) of the Code. All Parent Benefit Plans and other arrangements of the Parent or any Subsidiary

are in material compliance with Section 457A of the Code and no payments thereunder are subject to the penalties of Section 457A

of the Code.

(m)            Each

Parent Benefit Plan providing for deferred compensation that constitutes a “nonqualified deferred compensation plan” (as

defined in Section 409A(d)(1) of the Code and the regulations promulgated thereunder) is, and has been, established, administered

and maintained in material compliance in both form and operation with the requirements of Section 409A of the Code and the regulations

promulgated thereunder. Parent does not have any liability for nonreporting or underreporting of income subject to Section 409A

of the Code.

(n)            No

Person has any “gross up” agreements with Parent or any of its Subsidiaries or other assurance of reimbursement by Parent

or any of its Subsidiaries for any Taxes.

(o)            There

are, and since January 1, 2025 there have been, no actual, threatened or pending negotiations, strikes, labor disputes, work stoppages,

requests for representation, pickets, work slow-downs due to labor disagreements or any proceedings or arbitrations that involve the

labor or employment relations of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries is a party to or bound

by, or has a duty to bargain under, any collective bargaining agreement or other Contract with a labor union or labor organization representing

any of its employees, and there is no labor union or labor organization representing or, to Parent’s Knowledge, purporting to represent

or seeking to represent any employees of Parent or its Subsidiaries, including through the filing of a petition for representation election.

(p)            Parent

and each of its Subsidiaries is, and since January 1, 2025 has been, in material compliance with all applicable Laws respecting

labor, employment, employment practices, and terms and conditions of employment, including worker classification, discrimination, wrongful

termination, harassment and retaliation, equal employment opportunities, fair employment practices, meal and rest periods, immigration

and I-9, reasonable accommodation, disability rights or benefits, child labor, working conditions, privacy, employee safety and health,

wages (including overtime wages), unemployment and workers’ compensation, leaves of absence, hours of work and orders, regulations,

ordinances and guidelines by any Governmental Entity regarding COVID-19 (including any “stay at home” orders or other similar

orders, regulations or guidelines). Except as would not be reasonably likely to result in a liability that is material to Parent and

its Subsidiaries, taken as a whole, with respect to employees of Parent or any of its Subsidiaries, each of Parent and its Subsidiaries,

since January 1, 2025 (i) has withheld and reported all amounts required by Law or by agreement to be withheld and reported

with respect to wages, salaries and other payments, benefits, or compensation to employees, (ii) is not liable for any arrears of

wages (including overtime wages), premiums, commissions, paid time off, on-call payments, bonus, benefits, severance pay or any Taxes

or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund

governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, disability,

social security or other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course of Business).

As of the date of this Agreement, there are no actions, suits, claims, charges, demands, lawsuits, investigations, audits or administrative

matters pending or, to Parent’s Knowledge, threatened or reasonably anticipated against Parent or any of its Subsidiaries or Parent

Associates (in his or her capacity as such) relating to any current or former employee, applicant for employment, independent contractor,

employment agreement or Parent Benefit Plan (other than routine claims for benefits). All U.S.-based employees of Parent and its Subsidiaries

are employed “at-will” and their employment can be terminated without advance notice or payment of severance.

(q)            Except

as would not be reasonably likely to result in a liability that is material to Parent and its Subsidiaries, taken as a whole, with respect

to each individual since January 1, 2025 who rendered services to Parent or any of its Subsidiaries, Parent and each of its Subsidiaries

has accurately classified each such individual as an employee, independent contractor, or otherwise under all applicable Laws and, for

each individual classified as an employee, Parent has accurately classified him or her as overtime eligible or overtime ineligible under

all applicable Laws. Neither Parent nor any of its Subsidiaries has any material liability with respect to any misclassification of (i) any

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

employee currently or formerly classified as exempt from overtime wages. No employees of Parent or any of its Subsidiaries are employed

on a work visa or work permit.

(r)            There

is not and has not been since January 1, 2025, nor, to Parent’s Knowledge, is there or has there been since January 1,

2025, any threat of, any strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, or any similar activity

or dispute, or, to Parent’s Knowledge, any union organizing activity, against Parent or any of its Subsidiaries. No event has occurred,

and, to Parent’s Knowledge, no condition or circumstance exists, that would reasonably be expected directly or indirectly to give

rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, union election petition, demand

for recognition, or any similar activity or dispute.

(s)            No

Parent Benefit Plan is or has been maintained outside the jurisdiction of the United States, or covers or covered any employee permanently

residing or working outside the United States.

(t)            Since

January 1, 2025, neither Parent nor its Subsidiaries has caused (i) a plant closing as defined in the WARN Act affecting any

single site of employment of Parent or any of its Subsidiaries or one or more operating units within any site of employment of Parent

or any of its Subsidiaries or (ii) a mass layoff as defined in the WARN Act, nor has Parent or any of its Subsidiaries been affected

by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign,

state or local Law. No employee of Parent or any of its Subsidiaries has suffered an employment loss, as defined in the WARN Act, within

the 90-day period ending on the date of this Agreement. Since January 1, 2025, neither Parent nor its Subsidiaries has implemented

any material workplace changes such as layoffs, furloughs or permanent office closures.

(u)            No

Legal Proceedings are as of the date of this Agreement open and pending (or between January 1, 2025 and the date of this Agreement

have been settled or otherwise closed) against Parent or any of its Subsidiaries with respect to the employment of, or failure to employ,

any individual, including any brought with or by the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance

Programs, or other Governmental Entity regulating the employment or compensation of individuals (or, with respect to discrimination,

unlawful harassment, retaliation, or similar wrongdoing, pursuant to internal complaint procedures), and no employee of Parent or any

of its Subsidiaries has made, between January 1, 2025 and the date of this Agreement, a written complaint of discrimination, unlawful

harassment, retaliation, or other similar wrongdoing or, to Parent’s Knowledge, between January 1, 2025 and the date of this

Agreement, an oral complaint. Between January 1, 2025 and the date of this Agreement, neither Parent nor any of its Subsidiaries

has received any requests for, or conducted, an internal investigation of any Parent Associate with respect to any claims with respect

to discrimination, unlawful harassment, retaliation, or other similar wrongdoing. Neither Parent nor any of its Subsidiaries is a party

to any settlement agreement with a Parent Associate resolving allegations of sexual or other unlawful harassment, discrimination, or

retaliation by any Parent Associate. Parent and its Subsidiaries have used reasonable best efforts to promptly, thoroughly and impartially

investigate all employment discrimination, sexual or other unlawful harassment, and retaliation allegations of, or against, any employee

in accordance with applicable Law. With respect to each such allegation with potential merit, the applicable employer has taken prompt

corrective action reasonably calculated to prevent further discrimination and harassment or retaliation, and neither Parent nor any of

its Subsidiaries reasonably expects to incur any material liability with respect to any such allegation.

(v)            Section ‎4.12(v) of

the Parent Disclosure Schedule sets forth a true, correct and complete list of all persons who are employees of Parent or any of its

Subsidiaries as of the date of this Agreement, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized

or unauthorized, and sets forth for each such individual the following: (i) name (unless not permitted under applicable Data Protection

Regulations), (ii) title or position (unless not permitted under applicable Data Protection Regulations) (including whether full

or part time), (iii) hire date, (iv) annual base salary or hourly rate of pay, (v) commission, bonus or other incentive-based

compensation opportunity for the current year, (vi) leave or layoff status, if applicable, (vii) classification as either exempt

or non-exempt under the Fair Labor Standards Act and state and local wage and hour laws and (viii) city, state, and country of service.

(w)            Section ‎4.12(w) of

the Parent Disclosure Schedule sets forth a true, correct and complete list of each Person retained by Parent (and any Subsidiary thereof)

as of the date of this Agreement as a consultant or independent contractor and further sets forth the following information with respect

to each: (i) name (unless not permitted under applicable Data Protection Regulations), (ii) services provided, (iii) date

of engagement, (iv) the entity or entities to which the individual provides services, (v) fees paid or payable to the individual,

(vi) service location (including city, state and country), and (vii) any applicable termination fee provisions or notice provisions

that require more than thirty (30) days’ prior notice.

4.13            Environmental

Matters. Parent and each of its Subsidiaries are, and have been since January 1, 2025, in compliance in all material respects

with all applicable Environmental Laws. Parent and each of its Subsidiaries have and maintain, in full force and effect, all Governmental

Authorizations required under applicable Environmental Laws for the operation of their respective businesses or use of the Parent Leased

Real Property and Parent and each of its Subsidiaries are in compliance in all material respects with the terms and conditions thereof.

Neither Parent nor any of its Subsidiaries has received any written notice or other communication (in writing or otherwise), whether

from a Governmental Entity or other Person, that alleges that Parent or any of its Subsidiaries (a) is not in material compliance

with, or has material liability pursuant to, any Environmental Law, (b) has been identified as a potentially responsible party with

respect to any contaminated site under any Environmental Law or (c) has generated, stored, treated, transported, disposed of or

arranged for any other Person to transport or dispose of Hazardous Materials that have been found at any site at which a Governmental

Entity or other Person has conducted or has been ordered to conduct a remedial investigation, removal or other response actions pursuant

to Environmental Law. To Parent’s Knowledge, there are no underground storage tanks or other underground storage receptacles for

Hazardous Materials present on any Parent Leased Real Property. To Parent’s Knowledge, there has been no release of or exposure

to any Hazardous Materials at, on or under the Parent Leased Real Property.

4.14            Taxes.

(a)            Parent

and each of its Subsidiaries have timely filed (taking into account all extensions of time to file that have been granted) all income

Tax Returns and other material Tax Returns that they were required to file under applicable Law. All such Tax Returns are correct and

complete in all material respects and have been prepared in substantial compliance with all applicable Law. No written claim has ever

been made prior to the date of this Agreement by any Governmental Entity in any jurisdiction where Parent or any of its Subsidiaries

does not file a particular Tax Return or pay a particular Tax that Parent or such Subsidiary is subject to taxation by that jurisdiction.

(b)            All

income Taxes and any other material Taxes due and owing by Parent or any of its Subsidiaries on or before the date of this Agreement

(whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent and its Subsidiaries did not, as of the date

of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to

reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent

Balance Sheet, neither Parent nor any of its Subsidiaries has incurred any material Tax liability outside the Ordinary Course of Business

or otherwise inconsistent with past custom and practice.

material Taxes that Parent or any of its Subsidiaries are or were required by Law to withhold or collect have been duly and timely withheld

or collected in all material respects on behalf of its respective employees, independent contractors, stockholders, lenders, customers

or other third parties and have been timely paid to the proper Governmental Entity or other Person or properly set aside in accounts

for this purpose.

(d)            There

are no Liens for material Taxes (other than Permitted Liens) upon any of the assets of Parent or any of its Subsidiaries.

(e)            No

outstanding deficiencies for income Taxes or any other material Taxes with respect to Parent or any of its Subsidiaries have been claimed,

proposed or assessed by any Governmental Entity in writing. There are no pending or ongoing, nor, to Parent’s Knowledge, threatened

audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of Parent or any of its

Subsidiaries. Neither Parent nor any of its Subsidiaries (nor any of their predecessors) has waived any statute of limitations in respect

of any income Taxes or other material Taxes or agreed to any extension of time with respect to any income Tax or other material Tax assessment

or deficiency, which waiver or extension is still in effect.

(f)            Neither

Parent nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of

the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(g)            Neither

Parent nor any of its Subsidiaries is a party to any material Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement,

or similar agreement or arrangement, other than commercial agreements entered into in the Ordinary Course of Business the principal subject

matter of which is not the allocation of Taxes.

(h)            Neither

Parent nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction

from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any (i) change in method

of accounting for Tax purposes made on or prior to the Closing Date, (ii) use of an improper method of accounting for a Tax period

(or portion thereof) ending on or prior to the Closing Date, (iii) “closing agreement” as described in Section 7121

of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date, (iv) installment

sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received or deferred revenue accrued

on or prior to the Closing Date or (vi) application of Section 367(d) of the Code to any transfer of intangible property

on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code.

(i)            Neither

Parent nor any of its Subsidiaries has ever been (i) a member of a consolidated, combined or unitary Tax group (other than such

a group the common parent of which is Parent) or (ii) a party to any joint venture, partnership, or other arrangement that is treated

as a partnership for U.S. federal income Tax purposes. Neither Parent nor any of its Subsidiaries has any liability for any material

Taxes of any Person (other than Parent and any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar

provision of state, local, or foreign Law), as a transferee or successor, or otherwise.

(j)            Neither

Parent nor any of its Subsidiaries (i) is a “passive foreign investment company” within the meaning of Section 1297

of the Code or (ii) has ever had a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise had an

office or fixed place of business in a country other than the country in which it is organized.

(k)            Neither

Parent nor any of its Subsidiaries has participated in or been a party to a transaction that, as of the date of this Agreement, constitutes

a “listed transaction” that is required to be reported to the IRS pursuant to Section 6011 of the Code and applicable

Treasury Regulations thereunder.

(l)            Neither

Parent nor any of its Subsidiaries has taken or agreed to take any action or knows of any fact that could reasonably be expected to prevent

the Merger from qualifying for the Intended Tax Treatment.

(m)            Neither

Parent nor any of its Subsidiaries has availed itself of any Tax relief pursuant to any pandemic response laws that could reasonably

be expected to materially impact the Tax payment and/or Tax reporting obligations of Parent and its Affiliates (including the Company

and its Subsidiaries) after the Closing Date.

(n)            Neither

Parent nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation”

(within the meaning of Section 355(a)(1)(A) of the Code) in a transaction that was purported or intended to be governed in

whole or in part by Sections 355 or 361 of the Code (A) within the two-year period ending on the date of this Agreement or (B) in

a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within

the meaning of Section 355(e) of the Code) in conjunction with the Contemplated Transactions.

(o)            For

purposes of this Section 4.14, each reference to Parent or any of its Subsidiaries shall be deemed to include any Person

that was liquidated into, merged with, or is otherwise a predecessor to, Parent or any of its Subsidiaries.

4.15            Intellectual

Property.

(a)            Section ‎4.15(a) of

the Parent Disclosure Schedule sets forth, to Parent’s Knowledge, a true, correct and complete list of all of the following Parent

IP as of the date of this Agreement: (A) issued Patents and pending applications for Patents, (B) registered Trademarks and

applications for registration of Trademarks, (C) Internet domain names and (D) registered Copyrights, indicating as to each

item, as applicable: (i) the current legal and record owner(s), (ii) the jurisdictions in which such item is issued or registered

or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration or application

number of the item, (iv) the dates of application, issuance or registration of the item and (v) the current status of the item

(e.g., registered or pending). As of the date of this Agreement, no interference, opposition, reissue, reexamination or other proceeding

of any nature (other than ex parte initial or continuing examination proceedings in front of a government agency) is pending or

threatened in writing, in which the scope, validity, enforceability or ownership of any Parent Owned IP, or, to the Parent’s Knowledge,

any Parent Licensed IP, is being or has been contested or challenged. To Parent’s Knowledge, all Parent IP is in effect, valid,

subsisting and enforceable and has not been abandoned or dedicated to the public domain or adjudged invalid or unenforceable. With respect

to Parent Owned IP, to Parent’s Knowledge: (x) Parent has taken reasonable steps consistent with ordinary course intellectual

property management practices to avoid revocation, cancellation, or unintentional lapse or otherwise materially adversely affecting its

enforceability, use, or priority, (y) all duties of disclosure, candor and good faith have been complied with, and (z) all

other material procedural requirements have been complied with, or can be complied with, without materially and adversely affecting such

Parent Owned IP’s enforceability, use or priority, including, with respect to such Parent Owned IP, (1) inventors having been

properly identified on all Patents, (2) all necessary affidavits of inventorship, ownership, use and continuing use and other filings

having been timely made, and (3) all necessary maintenance fees and other fees timely paid to file, prosecute, obtain and maintain

in effect all such rights in all material respects.

(b)            To

Parent’s Knowledge, Parent or its Subsidiaries solely and exclusively owns or has rights to all right, title and interest in and

to all material Parent Owned IP, free and clear of all Liens other than Permitted Liens, and has the right to use all other Intellectual

Property Rights necessary for, or used in or held for use by, Parent or its Subsidiaries in their businesses as currently conducted.

Except as set forth on Section ‎4.15(b) of the Parent Disclosure Schedule, to the Parent’s Knowledge,

the applicable third-party licensor solely owns the Intellectual Property Rights that are exclusively licensed or sublicensed to Parent

or any of its Subsidiaries under a Parent In-bound License. Each Parent Associate materially involved in the creation or development

of any material Parent Owned IP has signed a valid, enforceable written agreement containing a present assignment of all such Person’s

rights in such material Parent Owned IP to Parent or its Subsidiaries (without further payment being owed to any such Person and without

any restrictions or obligations on Parent’s or its Subsidiaries’ ownership or use thereof). Each Person with access to any

material Trade Secrets owned or purported to be owned by Parent or any of its Subsidiaries has signed a valid, enforceable written agreement

containing confidentiality provisions protecting such Trade Secrets, which, to Parent’s Knowledge, has not been materially breached

by any such Person. Parent and its Subsidiaries have taken commercially reasonable measures to protect against unauthorized disclosure

of any Trade Secret that is material to the business of Parent and its Subsidiaries, taken as a whole, as currently conducted.

funding, facilities or personnel of any Governmental Entity, university, college, research institute, other educational, academic or

not-for-profit institution has been used, in whole or in part, to create any material Parent Owned IP or, to Parent’s Knowledge,

any material Parent Licensed IP, except for any such funding or use of facilities or personnel that does not result in such Person obtaining

ownership of, a statutory license to, or “march-in” rights or a right to direct the location of manufacturing of products

with respect to such Parent Owned IP.

(d)            Section ‎4.15(d) of

the Parent Disclosure Schedule, to Parent’s Knowledge, sets forth a true, correct and complete list of each license agreement pursuant

to which Parent or any of its Subsidiaries (i) is granted a license or sublicense under any material Intellectual Property Right

owned by any third party that is used by Parent or any of its Subsidiaries in its business as conducted as of the date of this Agreement

(each a “Parent In-bound License”) or (ii) grants to any third party a license or sublicense under any material

Parent IP or any material Intellectual Property Right licensed to Parent or any of its Subsidiaries under a Parent In-bound License (each

a “Parent Out-bound License”); provided that neither “Parent In-bound Licenses” nor “Parent

Out-bound Licenses” shall include any Standard IP Contracts.

(e)            To

Parent’s Knowledge, since January 1, 2025, the operation of the businesses of Parent and its Subsidiaries has not infringed

or misappropriated or otherwise violated any valid Intellectual Property Rights owned by any other Person. As of the date of this Agreement,

no Legal Proceeding (i) is pending (or is threatened in writing) against Parent or any of its Subsidiaries alleging that the operation

of the businesses of Parent or any of its Subsidiaries is infringing, misappropriating or otherwise violating or has infringed, misappropriated

or otherwise violated any Intellectual Property Rights owned by any other Person or (ii) has been commenced (or threatened in writing)

by Parent or any of its Subsidiaries against any other Person alleging that the operation of the businesses of such Person is infringing,

misappropriating or otherwise violating or has infringed, misappropriated or otherwise violated any Parent Owned IP. Since January 1,

2025, neither Parent nor any of its Subsidiaries has received any written notice or other written communication alleging that the operation

of the businesses of Parent or any of its Subsidiaries is infringing, misappropriating or otherwise violating, or has infringed, misappropriated

or otherwise violated Intellectual Property Rights of another Person nor has Parent or any of its Subsidiaries made any written notice

or other written communication alleging any other Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated

or otherwise violated, any Parent Owned IP. To the Parent’s Knowledge, no third party is infringing, misappropriating or otherwise

violating any Parent IP.

(f)            None

of the Parent Owned IP or, to Parent’s Knowledge, any Parent Licensed IP, is subject to any pending or outstanding injunction,

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

licensing by Parent or any of its Subsidiaries of any such Parent Owned IP or Parent Licensed IP.

(g)            None

of Parent or its Subsidiaries is now or has ever been a member or promoter of, or a contributor to, any industry standards body or any

similar organization that would reasonably be expected to require or obligate Parent or any of its Subsidiaries to grant or offer to

any other Person any license or right to any Parent IP.

4.16            Privacy

and Data Security.

(a)            The

operation of Parent’s and its Subsidiaries’ business is in compliance in all material respects with applicable Data Protection

Regulations. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Contemplated Transactions

will result in any material violation of applicable Data Protection Regulations. Since January 1, 2023, there have been (i) no

Security Incidents materially impacting Personal Data (including any clinical trial data or other data obtained from or about clinical

trial subjects, research participants, investigators, or investigator personnel) or any confidential data or Trade Secrets used in the

business of Parent or its Subsidiaries as currently conducted (collectively, “Parent Sensitive Data”) (and Parent

and its Subsidiaries have not provided or been required under applicable Data Protection Regulations to provide notification of any breach

of privacy or data security), (ii) no material violations of any security policy of Parent or its Subsidiaries regarding any such

Parent Sensitive Data and (iii) no material unintended or improper disclosure of any Parent Sensitive Data in the possession, custody

or control of Parent or its Subsidiaries or a contractor or agent acting on behalf of Parent or its Subsidiaries. Since January 1,

2023, none of Parent or its Subsidiaries has received any written notice (x) from a vendor or data processor that processes Parent

Sensitive Data on behalf of Parent or any of its Subsidiaries with respect to a Security Incident materially impacting Parent Sensitive

Data or (y) from any other Person, including from any supervisory authority or Governmental Entity of any complaint, investigation,

inquiry or enforcement action regarding its Parent Sensitive Data processing.

(b)            Each

of Parent and its Subsidiaries has materially complied, and continues to materially comply, with applicable Data Protection Regulations,

including with (i) requirements to process Personal Data lawfully, (ii) contractual requirements applicable to the engagement

of data processors processing Personal Data on behalf of Parent and its Subsidiaries, (iii) requirements to provide adequate security

measures to protect Parent Sensitive Data, (iv) conduct of appropriate data privacy impact assessments to the extent required by

applicable Data Protection Regulations, (v) provisions related to lawful cross-border data transfers of Personal Data and (vi) applicable

requirements for the collection, use, storage and security of clinical trial data under ICH Guidelines for Good Clinical Practice and

applicable regulations.

of Parent and its Subsidiaries has implemented commercially reasonable physical, technical and organizational measures designed to protect

Parent Sensitive Data against loss, destruction and damage, unauthorized access, use, modification, disclosure or other misuse.

(d)            To

Parent’s Knowledge, (i) Parent and its Subsidiaries have implemented commercially reasonable safeguards for transfers of Personal

Data outside of a country of origin in compliance in all material respects with applicable Data Protection Regulations, and (ii) none

of Parent or its Subsidiaries has suspended or terminated a transfer of Personal Data due to violation of applicable Data Protection

Regulations or received any written notice from a supervisory authority regarding any concerns about a transfer of Personal Data, except,

in each case, as would not have a Parent Material Adverse Effect.

(e)            With

respect to any clinical trial or other clinical research study conducted by or on behalf of Parent or any of its Subsidiaries, to Parent’s

Knowledge, Parent and its Subsidiaries have obtained all required informed consents from clinical trial subjects and research participants

and all required approvals from institutional review boards or independent ethics committees, in each case in compliance in all material

respects with Data Protection Regulations, 21 C.F.R. Parts 50 and 56 and ICH Guidelines for Good Clinical Practice.

(f)            Parent

and its Subsidiaries have deployed and used AI in material compliance with all applicable Laws and Data Protection Regulations, as well

as in all material respects with Contract terms applicable to Parent and its Subsidiaries’ processing of Training Data. Parent

and its Subsidiaries do not use any data that is subject to an obligation of confidentiality by Parent or its Subsidiaries under all

applicable Laws and Contracts to which Parent or any of its Subsidiaries is subject or a party, in any prompts or input to any AI tools

by Parent or its Subsidiaries, except in cases where such AI tools do not use such data, prompts or inputs to train the machine learning

or algorithm of such tools or to improve the services related to such AI tools other than solely for use by the Parent or its Subsidiaries

as permitted by all applicable Laws and Contracts to which Parent or any of its Subsidiaries is subject or a party. Parent has implemented

and maintains commercially reasonable policies relating to governance or implementation of AI, including its policies relating to (A) management

oversight and approval of employees’ and contractors’ use and implementation of AI, and (B) use and implementation of

AI in a manner that is designed to avoid violation, infringement or misappropriation of any third Person’s Intellectual Property

Rights and violation of applicable Laws. Parent and its Subsidiaries have not used or employed any AI tools in a manner that would materially

limit Parent’s or any of its Subsidiaries’ ownership of, or otherwise materially impair Parent’s or any of its Subsidiaries’

ability to use, commercialize, or otherwise exploit, the Intellectual Property Rights in or pertaining to any output generated by the

use of AI tools by or for Parent and its Subsidiaries. Parent does not use AI for any activity that is banned or prohibited under any

applicable Law, including activities designated as “high risk” or otherwise subject to heightened requirements or restrictions

under any applicable Law.

4.17            Compliance

with Laws; Permits; Regulatory Matters.

(a)            Parent

and each of its Subsidiaries, and the operation of the business of Parent and its Subsidiaries, are and, to Parent’s Knowledge,

each Parent Partner is, and since January 1, 2025 have been, in compliance in all material respects with all applicable Laws, including

Health Care Laws. Since January 1, 2025, neither Parent, any of its Subsidiaries nor, to Parent’s Knowledge, any Parent Partner

has received any pending or threatened claim, complaint, suit, proceeding, hearing, enforcement audit, investigation, arbitration, or

other adverse action from any Person, including any Governmental Entity or customer, alleging product liability, material non-compliance

or material violation of any applicable Laws, including Health Care Laws.

(b)            There

is no judgment, injunction, order or decree by a Governmental Entity binding upon Parent, any of its Subsidiaries or, to Parent’s

Knowledge, any Parent Partner, which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing

any current material business practice of Parent, any of its Subsidiaries or, to Parent’s Knowledge, any Parent Partner, any acquisition

of material property by Parent, any of its Subsidiaries or, to Parent’s Knowledge, any Parent Partner, or the conduct of any material

portion of the business by Parent, any of its Subsidiaries or, to Parent’s Knowledge, any Parent Partner, as currently conducted,

(ii) is reasonably likely to have a material adverse effect on Parent’s ability to comply with or perform any covenant or

obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, materially delaying, making illegal

or otherwise materially interfering with the Contemplated Transactions; provided that the representations and warranties in the

foregoing clauses (ii) and (iii) are made only as of the date of this Agreement. Parent is not and, since January 1, 2025,

has not been a party to any corporate integrity agreements, monitoring agreements, consent decrees, deferred prosecution agreements,

settlement orders, or similar agreements with or imposed by any Governmental Entity.

its Subsidiaries and, to Parent’s Knowledge, each Parent Partner currently hold and operate in compliance in all material respects

with, and, at all times since January 1, 2025, have held and operated in compliance in all material respects with, all Governmental

Authorizations that are or have been necessary for the conduct of the business of Parent and its Subsidiaries as previously conducted

and as currently being conducted. All such permits that are necessary for the conduct of the business of Parent and its Subsidiaries

as currently conducted (the “Parent Permits”) and necessary for the conduct of the business of the Parent Partners

as currently conducted (the “Parent Partner Permits”) are valid and are in full force and effect (in the case of the

Parent Partner Permits, to Parent’s Knowledge), and, assuming the notices, filings or other Consents listed on Section 4.17(c) of

the Parent Disclosure Schedule have been made or obtained, will continue to be so upon consummation of the Contemplated Transactions,

except as would not have a Parent Material Adverse Effect.

(d)            Parent,

its Subsidiaries and, to Parent’s Knowledge, the Parent Partners hold all right, title and interest in and to all Parent Permits

and Parent Partner Permits free and clear of any Lien. All fees and charges with respect to such Parent Permits and Parent Partner Permits,

as of the date of this Agreement, have been paid in full and all filing, reporting and maintenance obligations have been completely and

timely satisfied (in the case of the Parent Partner Permits, to Parent’s Knowledge), except as would not have a Parent Material

Adverse Effect. Parent and each of its Subsidiaries are in material compliance with the terms of the Parent Permits and the Parent Partner

Permits. To Parent’s Knowledge, as of the date of this Agreement, no Legal Proceeding is pending or threatened, which seeks to

revoke, limit, suspend, or materially modify any Parent Permit or any Parent Partner Permit.

(e)            None

of the Parent Products have been or have been requested by a Governmental Entity or other Person to be Recalled. Neither Parent nor any

of its Subsidiaries, nor, to Parent’s Knowledge, any Governmental Entity or other Person, has sought, is seeking, or, to Parent’s

Knowledge, has or is currently threatening or contemplating any Recall of a Parent Product. The Parent Products have been manufactured,

packaged, labeled, tested, stored, shipped, handled, warehoused and distributed in material compliance with all applicable Health Care

Laws and are not and have not been prohibited from introduction into interstate commerce under applicable Health Care Laws. All products

marketed by Parent or any of its Subsidiaries are, and have been, labeled, promoted and advertised in material compliance with applicable

Health Care Laws. Except as would not have a material impact on Parent and its Subsidiaries, taken as a whole, since January 1,

2025, neither Parent nor any of its Subsidiaries has either voluntarily or involuntarily issued, or caused to be issued, any notice or

communication due to an alleged lack of safety, efficacy or material noncompliance with any applicable Health Care Laws for any Parent

Product. To Parent’s Knowledge, as of the date of this Agreement, there are no facts that would reasonably be expected to result

in (x) such a notice or communication or (y) the termination or suspension of marketing of any Parent Product.

(f)            As

of the date of this Agreement, none of Parent, its Subsidiaries, or any of their respective officers, directors, employees, independent

contractors or, to Parent’s Knowledge, agents or the Parent Partners and their respective officers, directors, employees, independent

contractors or agents have been or are currently:

(i)            subject

to mandatory or permissive debarment or suspension pursuant to 21 U.S.C. § 335a;

(ii)           excluded

under 42 U.S.C. § 1320a-7 or any similar law, rule or regulation of any Governmental Entity;

(iii)          excluded,

debarred, suspended or deemed ineligible to participate in federal procurement and non-procurement programs, including those produced

by the U.S. General Services Administration;

(iv)          charged,

named in a complaint, convicted, or otherwise found liable in any Legal Proceeding that falls within the ambit of 21 U.S.C. § 331,

21 U.S.C. § 333, 21 U.S.C. § 334, 21 U.S.C. § 335a, 21 U.S.C. § 335b, 42 U.S.C. § 1320a - 7, 31 U.S.C. §§ 3729

- 3733, 42 U.S.C. § 1320a-7a, or any other applicable Health Care Laws or, to Parent’s Knowledge, threatened with prosecution

by a Governmental Entity, including the Centers for Medicare and Medicaid Services, the U.S. Department of Health and Human Services,

state attorney general, or the U.S. Department of Justice, for any violation of any of the foregoing;

(v)            disqualified

or deemed ineligible pursuant to 21 C.F.R. Parts 312, 511, or 812, or otherwise restricted, in whole or in part, or subject to an assurance;

(vi)          had

a pending Legal Proceeding, or otherwise received any written notice from any Governmental Entity or any Person threatening, investigating,

or pursuing (i)-(v) above or, to Parent’s Knowledge, committed any violation of any applicable Health Care Law, that could

reasonably be expected to serve as the basis for any such exclusion, suspension, debarment or other ineligibility.

(g)            Parent

has not been restrained in any material respect by a Governmental Entity in its ability to conduct or have conducted the manufacturing;

non-clinical, clinical or other testing; distribution; promotion or marketing of the Parent Products.

(h)            All

studies and tests conducted by or on behalf of, or sponsored by, the Parent or any of its Subsidiaries, or in which the Parent or any

of its Subsidiaries or the Parent Products has participated, were and, if still pending, are being conducted in compliance in all material

respects with all applicable Health Care Laws. To the Parent’s Knowledge, the study reports, protocols, and statistical analysis

plans for all such studies and tests accurately, completely, and fairly reflect the results from such studies and tests. As of the date

of this Agreement, the Parent has not received written notice of any complaints, information, or adverse experience reports related to

a Parent Product that would reasonably be expected to be material to the Parent and its Subsidiaries, taken as a whole.

(i)            Since

January 1, 2025, neither Parent nor any of its Subsidiaries nor, to Parent’s Knowledge, any of the Parent Partners has received

any written notice from FDA or any other Governmental Entity that it has (i) commenced, or threatened to initiate, any Legal Proceeding

to implement a partial or full clinical hold or withdraw any approvals granted to Parent for any clinical investigation of any Parent

Product, or (ii) commenced, or threatened to initiate, any Legal Proceeding to enjoin manufacture or distribution of any Parent

Product.

(j)            To

the Knowledge of Parent, there are no material Legal Proceedings or governmental, regulatory or administrative investigations, audits,

inquiries or actions, or any facts, circumstances or conditions that would reasonably be expected to form the basis for any material

Legal Proceeding or governmental, regulatory or administrative investigation, audit, inquiry or action, against or affecting Parent,

any of its Subsidiaries or any of the Parent Partners arising under the FDCA and the regulations of FDA promulgated thereunder or similar

Law and other applicable Health Care Laws.

(k)            The

Parent, its Subsidiaries and, to Parent’s Knowledge, the Parent Partners have not made any false, misleading, or untrue statement

of material fact, or failed to disclose a material fact required to be disclosed, to any Governmental Entity, nor committed any act,

made any statement, or failed to make any statement that would reasonably be likely to provide a basis for the FDA to invoke its policy

with respect to “Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities,” or for any other Governmental

Entity to invoke any similar policy.

4.18            Insurance.

Parent has made available to the Company true, correct and complete copies of all material insurance policies and all material self-insurance

programs and arrangements relating to the business, assets, liabilities and operations of Parent and each of its Subsidiaries in effect

on the date of this Agreement. Each insurance policy of Parent and each of its Subsidiaries is in full force and effect and Parent and

each of its Subsidiaries are in compliance in all material respects with the terms thereof. Other than customary end of policy notifications

from insurance carriers, between January 1, 2025 and the date of this Agreement, neither Parent nor any of its Subsidiaries has

received any written notice or other written communication regarding any actual or possible (a) cancellation or invalidation of

any insurance policy or (b) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any

insurance policy. Parent and each of its Subsidiaries have provided timely written notice to the appropriate insurance carrier(s) of

each Legal Proceeding that is currently pending against Parent or any of its Subsidiaries for which Parent or such Subsidiary has insurance

coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal Proceeding or

informed Parent or any of its Subsidiaries of its intent to do so.

4.19            Real

Estate. Neither Parent nor any of its Subsidiaries owns, or has ever owned, any real property. Section ‎4.19 of the

Parent Disclosure Schedule sets forth a true, correct and complete list as of the date of this Agreement of all real properties with

respect to which Parent or any of its Subsidiaries directly or indirectly holds a valid leasehold interest (including any subleases,

licenses or sublicenses) as well as any other real estate that is in the possession of or leased, subleased or licensed by Parent or

any of its Subsidiaries (the “Parent Leased Real Property”), and a true, correct and complete list of all of the Parent

Leased Real Property under which any such real property is leased, subleased, licensed or otherwise possessed (the “Parent Real

Estate Leases”), each of which is in full force and effect, with no existing material default by Parent thereunder (or any

act which, with notice or the passage of time, or both, could result in a material default under the Parent Real Estate Leases). Parent’s

or its applicable Subsidiary’s use, occupancy and operation of each such Parent Leased Real Property conforms to all applicable

Laws, and Parent or its applicable Subsidiary has exclusive possession of each such Parent Leased Real Property and has not granted any

use or occupancy rights to tenants, subtenants or licensees with respect to such Parent Leased Real Property. Neither Parent nor any

of its Subsidiaries has assigned, transferred, mortgaged, subleased or pledged (directly or indirectly) any interest in any of the Parent

Real Estate Leases. In addition, each of Parent and its applicable Subsidiary has a valid leasehold interest in (or a valid right to

use and occupy) the Parent Leased Real Property, free and clear of all Liens other than Permitted Liens. To Parent’s Knowledge,

neither the whole nor any part of the Parent Leased Real Property is subject to any pending suit for condemnation or other taking by

any Governmental Entity, and no such condemnation or other taking is threatened or contemplated. The Parent Leased Real Property comprises

all of the real property used in, and is necessary for, the operation of the business of Parent and its Subsidiaries as currently conducted.

Neither Parent nor any of its Subsidiaries has ever leased or operated at any real property other than the Parent Leased Real Property.

All structures and buildings on the Parent Leased Real Property are adequately maintained and are in good operating condition and repair

for the requirements of the business of Parent and its Subsidiaries as currently conducted. To Parent’s Knowledge, there is no

pending or contemplated special assessment or reassessment of any parcel included in the Parent Leased Real Property that would result

in a material increase in the rent, additional rent or other sums and charges payable by Parent or its Subsidiaries.

4.20            Registration

Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by Parent in writing for inclusion or

incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement or any amendment or supplement

thereto is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement/Prospectus

will, at the date it is first mailed to Parent’s stockholders or at the time of the Parent Stockholders Meeting, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they are made, not misleading in any material respect. The Proxy Statement/Prospectus

will comply as to form with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation

is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company for

inclusion or incorporation by reference therein.

4.21            Transactions

with Affiliates. Since March 31, 2026, no event has occurred that would be required to be reported by Parent pursuant to Item

404 of Regulation S-K as promulgated under the Securities Act.

4.22            Brokers

and Finders. Except for Centerview Partners LLC and UBS Securities LLC, no broker, finder or investment banker is entitled to any

brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated

Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries, including Merger Sub.

4.23            Opinion

of Financial Advisor. As of the date of this Agreement, (a) the Parent Board has received the oral opinion, that will subsequently

be provided in writing, of Centerview Partners LLC that, as of the date of such opinion and based upon and subject to the various qualifications,

assumptions, limitations and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to Parent and

(b) the Special Committee (in such capacity) has received the oral opinion (to be subsequently confirmed in writing) of UBS Securities

LLC, as financial advisor to the Special Committee, that, as of the date of such opinion and based upon and subject to the various qualifications,

assumptions, limitations and other matters set forth therein, the Exchange Ratio provided for in the Merger is fair, from a financial

point of view, to Parent. Parent shall, promptly following the execution of this Agreement by all Parties, furnish a copy of each such

written opinion to the Company solely for informational purposes (it being agreed that none of the Company, nor any of its Affiliates

or Representatives, shall have the right to rely on such opinion).

4.24            Certain

Business Practices.

(a)            None

of Parent, any of its Subsidiaries or any of their respective directors, officers, employees or, to Parent’s Knowledge, agents

or any other Person acting on their behalf has directly or indirectly made any bribes, rebates, payoffs, influence payments, kickbacks,

or other unlawful payment, in the form of cash, gifts, or anything of value, or taken any other action or made or failed to make any

other statement, in violation of Anti-Bribery Laws except, in each case, as would not be material to Parent’s business or operations.

Neither Parent nor any of its Subsidiaries nor any of their respective officers, employees or agents is or has been, in any capacity

relating to Parent or such Subsidiary, the subject of any debarment or exclusionary claims, actions, proceedings, or, to Parent’s

Knowledge, investigation by any Governmental Entity with respect to potential violations of Anti-Bribery Laws except, in each case, as

would not be material to Parent’s business or operations. None of Parent, any of its Subsidiaries or any of their respective principals

(as defined at 48 C.F.R. 52.209-5(a)(2)) would be required to certify affirmatively to any element of the certification at 48 C.F.R.

52.209-5.

(b)            None

of Parent nor any of its Subsidiaries, nor to Parent’s Knowledge, any of their respective officers, directors or employees acting

on their behalf, is currently, or has since January 1, 2025 been (i) a Sanctioned Person, (ii) organized or ordinarily

resident in a Sanctioned Country, (iii) engaged in any material unlawful dealings or transactions with or for the benefit of any

Sanctioned Person or in any Sanctioned Country, (iv) engaged in any export, reexport, transfer or provision of any goods, software,

technology, data or service without, or exceeding the scope of, any licenses or authorizations under all applicable Ex-Im Laws or (v) otherwise

in material violation of applicable Trade Control Laws.

of Parent and its Subsidiaries has obtained all authorizations, licenses, and other permits, consents, notices, waivers, and approvals

as required by Trade Control Laws and is in compliance with the terms of all such authorizations, licenses, and other permits, consents,

notices, waivers, and approvals. There are no active or pending internal or third-party (including Governmental Entity) investigations

related to Parent’s or any of its Subsidiaries’ compliance with Trade Control Laws.

4.25            Ownership

and Operations of Merger Sub. Parent directly owns beneficially all of the outstanding shares of common stock of Merger Sub. Merger

Sub was formed solely for the purpose of engaging in the Merger, has engaged in no other business activities, and has incurred no liabilities

or obligations other than as expressly contemplated hereby or as otherwise required or incidental to negotiate, execute, deliver and

effect the Contemplated Transactions. The authorized shares of common stock of Merger Sub consist of 1,000 shares, all of which are validly

issued and outstanding. All of the issued and outstanding shares of Merger Sub are directly owned by Parent, free and clear of any Liens

other than Liens imposed under any federal or state securities Laws.

4.26            Customers

and Suppliers.

(a)            Section ‎4.26(a) of

the Parent Disclosure Schedule sets forth a correct and complete list of the 10 largest customers of Parent and its Subsidiaries based

on the aggregate revenue received or accrued by Parent and its Subsidiaries, taken as a whole, for the twelve-month period ended December 31,

2025.

(b)            Section ‎4.26(b) of

the Parent Disclosure Schedule sets forth a correct and complete list of the 10 largest suppliers of Parent and its Subsidiaries based

on the aggregate payments made or accrued by Parent and its Subsidiaries, taken as a whole, for the three-month period ended December 31,

2025.

4.27            Ownership

of the Company Common Stock. Since January 1, 2025, neither Parent nor any of its Subsidiaries has “owned” (as such

term is defined in Section 203(c) of the DGCL), directly or indirectly, any shares of Company Common Stock or other securities

convertible into, exchangeable into or exercisable for shares of Company Common Stock. There are no voting trusts or other agreements

or understandings to which Parent or any its Subsidiaries is a party with respect to the voting of the capital stock or other equity

interest of the Company or any of its Subsidiaries.

Article V

COVENANTS

5.1            Interim

Operations.

(a)            Conduct

of Business by the Company. Except (i) for matters set forth in Section ‎5.1(a) of the Company Disclosure

Schedule, (ii) as expressly permitted by or required in accordance with this Agreement, (iii) as required by applicable Law

or (iv) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned),

from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms

(such time, the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, (x) conduct

its business in all material respects in the Ordinary Course of Business and (y) use commercially reasonable efforts to (1) preserve

intact the material components of its present business organization, (2) keep available the services of its present officers and

key employees in all material respects, (3) preserve its relationships with manufacturers, suppliers, vendors, distributors, Governmental

Entities with jurisdiction over the Company’s operations, customers, licensors, licensees and others with which it has material

business dealings, (4) comply in all material respects with all applicable Laws and (5) maintain in effect all Company Permits

in accordance with their terms and renew any Company Permit that would otherwise expire pursuant to their terms (it being agreed that

matters addressed by the specific provisions of the next sentence shall be governed by such provisions rather than the general provisions

of this sentence). In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure

Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior

written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company

shall not, and shall not permit any of its Subsidiaries to, do any of the following:

(i)            establish

a record date for, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property)

in respect of any shares of its capital stock or other equity interests or securities or repurchase, redeem or otherwise reacquire any

shares of its capital stock or other equity interests or securities (except repurchases from terminated employees, directors or consultants

of the Company or in connection with the payment of the exercise price and/or withholding Taxes incurred upon the exercise, settlement

or vesting of any award or purchase rights granted under the Company Equity Plan in accordance with the terms of such award in effect

on the date of this Agreement);

(ii)           sell,

issue, grant, modify, amend, reprice, pledge or otherwise dispose of or encumber or authorize: (A) any capital stock or other equity

interests or security of the Company or any of its Subsidiaries (except for shares of Company Common Stock issued upon the valid exercise

or conversion of outstanding Company Options or Company Warrants (other than the amendment of any Company Warrant to become a Company

Converting Warrant)); (B) any option, warrant or right to acquire any capital stock or any other equity interests or security, other

than Company Options granted to (1) new employees who were offered a specific number of Company Options as part of offer letters

entered into prior to the date of this Agreement or, in Ordinary Course of Business, after the date of this Agreement and (2) existing

employees in the Ordinary Course of Business as annual incentive compensation or (C) any instrument convertible into or exchangeable

for any capital stock or other equity interests or security of the Company or any of its Subsidiaries;

(iii)          except

as required by the terms of this Agreement, adopt, amend, terminate or waive or propose to adopt, amend, terminate or waive any of the

Company’s or its Subsidiaries’ Organizational Documents, or effect or be a party to any merger, consolidation, share exchange,

business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except for

the Contemplated Transactions;

(iv)          except

as required by the terms of this Agreement, amend, terminate or waive or propose to amend, terminate or waive the Company Equity Plan,

any provision of any agreement evidencing any outstanding stock option, any restricted stock unit grant, or performance-based vesting

restricted stock unit grant, or otherwise modify any of the terms of any outstanding option, restricted stock unit, warrant or other

equity interest or security or any related Contract;

(v)           adopt

or implement any stockholder rights plan or similar arrangement;

(vi)          form

any Subsidiary or acquire or propose to acquire any equity interest or other interest in, or business of, any other entity or enter into

a joint venture with any other entity;

(vii)         (A) lend

money to any Person (except for the advancement of expenses to employees, directors and consultants in the Ordinary Course of Business),

(B) incur or guarantee any indebtedness for borrowed money, (C) guarantee any debt securities of others, (D) other than

the incurrence or payment of Transaction Expenses, make any capital expenditure in excess of $3,000,000 in the aggregate, or (E) make

any investment in, including by way of capital contribution or acquisition of equity interests or debt securities of, any Person;

(viii)        other

than in the Ordinary Course of Business: (A) adopt, terminate, establish or enter into any Company Benefit Plan; (B) cause

or permit any Company Benefit Plan to be amended in any material respect, or (C) increase or modify the amount or form of the wages,

salary, commissions, or bonus compensation payable to any of its directors, officers or employees;

(ix)           recognize

any labor union or labor organization, or enter into any collective bargaining agreement, or take any similar actions with respect to

any employee, group of employees, or representative of any employees;

(x)            acquire

any material asset (other than Intellectual Property Rights) or sell, lease or otherwise irrevocably dispose of any of its material assets

or properties (other than Intellectual Property Rights), or grant any Lien with respect to such assets or properties, except in the Ordinary

Course of Business;

(xi)          (A) sell,

assign, transfer, license, sublicense, grant any Lien (other than Permitted Liens) with respect to or otherwise dispose of any material

Company IP (in each case, other than pursuant to non-exclusive licenses granted in the Ordinary Course of Business or pursuant to a Company

Collaboration Agreement) or (B) cancel, fail to refile a provisional application after abandonment, fail to renew or extend, or

fail to diligently prosecute (including making any filing, pay any fee, or take any other action necessary to prosecute and maintain)

any Company IP (in the case of Company Licensed IP, solely to the extent that the Company or any of its Subsidiaries has rights to control,

prosecution and maintenance thereof), except, for each of the foregoing, in the ordinary course of prosecution upon exercise of reasonable

business judgment by the Company or the lapse or expiry of Company IP at the end of its statutory term;

(xii)         disclose

to any third party (other than (A) pursuant to written confidentiality obligations, (B) as required by applicable Law, including

applicable Data Protection Regulations, or (C) in the ordinary course of conducting clinical trials or other clinical research activities

subject to contractual or statutory confidentiality obligations) or otherwise fail to preserve and maintain, any material Trade Secrets

of the Company;

(xiii)         make

(other than on an originally filed income Tax Return), change or revoke any material Tax election, fail to pay any income Tax or other

material Tax as such Tax becomes due and payable, file any amendment making any material change to any Tax Return, settle or compromise

any income Tax or other material Tax liability or submit any voluntary disclosure application, enter into any Tax allocation, sharing,

indemnification or other similar agreement or arrangement (other than commercial agreements entered into in the Ordinary Course of Business

the principal subject matter of which is not the allocation of Taxes), request or consent to any extension or waiver of any limitation

period with respect to any claim or assessment for any income Tax or other material Taxes (other than pursuant to an extension of time

to file any Tax Return granted in the Ordinary Course of Business of not more than seven months), or change any material accounting method

in respect of Taxes;

(xiv)        (A) materially

amend, terminate (other than automatic terminations) or expressly release any material rights under any Company Material Contract, or

(B) enter into any Contract that is or would be considered a Company Material Contract under any of clauses ‎(i),

‎(vi) or ‎(ix) of Section ‎3.11(a) (it

being understood that the renewal or extension of any such Contract in the Ordinary Course of Business shall be permitted) if in effect

on the date hereof, in each case other than Company Collaboration Agreements;

(xv)         other

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

(xvi)        settle

or compromise any Legal Proceeding other than solely for monetary damages (net of insurance proceeds received) not in excess of $200,000

individually or $1,000,000 in the aggregate; provided that such settlement or compromise does not impose any non-monetary obligations

on the Company or its Subsidiaries (other than customary confidentiality and de minimis contractual obligations in the applicable

compromise or settlement agreement that are incidental to an award of monetary damages thereunder) and does not involve the admission

of wrongdoing by the Company, any of its Subsidiaries or any of their respective directors or officers;

(xvii)       enter

into or amend any Contract if such Contract or amendment would reasonably be expected to prevent or materially impede, interfere with,

hinder or delay the consummation of the Contemplated Transactions;

(xviii)      fail

to maintain in full force and effect the existing insurance policies of the Company or to renew or replace such insurance policies with

comparable insurance policies;

(xix)         dissolve

or liquidate the Company or any Subsidiary thereof;

(xx)          make

any payment or loan to, or enter into any agreement, arrangement or understanding with, any of its stockholders, directors, managers,

officers or other Affiliates; or

(xxi)         agree,

resolve or commit to do any of the foregoing.

(b)            Conduct

of Business by Parent. Except (i) for matters set forth in Section ‎5.1(b) of the Parent Disclosure

Schedule, (ii) as expressly permitted by or required in accordance with this Agreement (including Wind-Down Activities and any Parent

Legacy Transaction conducted in accordance with Section ‎5.23), (iii) as required by applicable Law or (iv) as

may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), during the

Pre-Closing Period, Parent shall, and shall cause each of its Subsidiaries to, (x) conduct its business in all material respects

in the Ordinary Course of Business and (y) use commercially reasonable efforts to comply in all material respects with all applicable

Laws. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Parent Disclosure Schedule

or otherwise expressly permitted or expressly contemplated by this Agreement (including Wind-Down Activities and any Parent Legacy Transaction

conducted in accordance with Section ‎5.23) or required by applicable Law or with the prior written consent of

the Company (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Parent shall not, and

shall not permit any of its Subsidiaries to, do any of the following:

(i)            establish

a record date for, declare, accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or property)

in respect of any shares of its capital stock or other equity interests or securities or repurchase (other than the issuance of the Closing

Dividend in accordance with Section ‎5.21 and the completion of the Parent Reverse Stock Split in accordance with Section ‎5.22),

redeem or otherwise reacquire any shares of its capital stock or other equity interests or securities (except repurchases from terminated

employees, directors or consultants of Parent or in connection with the payment of the exercise price and/or withholding Taxes incurred

upon the exercise, settlement or vesting of any award or purchase rights granted under the Parent Equity Plans in accordance with the

terms of such award in effect on the date of this Agreement);

(ii)           sell,

issue, grant, modify, reprice, amend, pledge or otherwise dispose of or encumber or authorize: (A) any capital stock or other equity

interests or security of Parent, any of its Subsidiaries or Merger Sub (except for shares of Parent Common Stock issued upon the valid

exercise of Parent Options or Parent ESPP Options, settlement of Parent RSUs or conversion of Parent Warrants); (B) any option,

warrant or right to acquire any capital stock or any other equity interests or security; or (C) any instrument convertible into

or exchangeable for any capital stock or other equity interests or security of Parent, any of its Subsidiaries or Merger Sub;

(iii)          except

as required by the terms of this Agreement, adopt, amend, terminate or waive or propose to adopt, amend, terminate or waive any of Parent’s

or its Subsidiaries’ Organizational Documents, or effect or be a party to any merger, consolidation, share exchange, business combination,

recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except for the Contemplated Transactions;

(iv)          except

as required by the terms of this Agreement, amend, terminate or waive or propose to amend, terminate or waive any of Parent Equity Plans,

any provision of any agreement evidencing any outstanding stock option, any restricted stock unit grant, or performance-based vesting

restricted stock unit grant, or otherwise modify any of the terms of any outstanding option, restricted stock unit, warrant or other

equity interest or security or any related Contract;

(v)           adopt

or implement any stockholder rights plan or similar arrangement;

(vi)          form

any Subsidiary or acquire or propose to acquire any equity interest or other interest in, or business of, any other entity or enter into

a joint venture with any other entity;

(vii)         (A) lend

money to any Person (except for the advancement of expenses to employees, directors and consultants in the Ordinary Course of Business),

(B) incur or guarantee any indebtedness for borrowed money, (C) guarantee any debt securities of others, (D) other than

the incurrence or payment of Transaction Expenses, make any capital expenditures, or (E) make any investment in, including by way

of capital contribution or acquisition of equity interests or debt securities of, any Person;

(viii)        other

than as required by applicable Law or the terms of any Parent Benefit Plan as in effect on the date of this Agreement: (A) adopt,

terminate, establish or enter into any Parent Benefit Plan; (B) cause or permit any Parent Benefit Plan to be amended in any material

respect, or (C) increase or modify the amount or form of the wages, salary, commissions, or bonus compensation payable to any of

its directors, officers or employees;

(ix)           recognize

any labor union or labor organization, or enter into any collective bargaining agreement, or take any similar actions with respect to

any employee, group of employees, or representative of any employees;

(x)            hire

any employee or contractor, other than to fill vacancies caused by the termination of employees and contractors whose employment or engagement

is terminated after the date of this Agreement;

(xi)           acquire

any material asset (other than Intellectual Property Rights);

(xii)          (A) sell,

assign, transfer, license, sublicense, grant any Lien (other than any Permitted Lien) with respect to or otherwise dispose of any material

Parent IP (in each case, other than pursuant to non-exclusive licenses granted in the Ordinary Course of Business) or (B) cancel,

fail to refile a provisional application after abandonment, fail to renew or extend or fail to diligently prosecute (including making

any filing, pay any fee, or take any other action necessary to prosecute and maintain) and material Parent IP (in the case of any Parent

Licensed IP, solely to the extent that Parent or any of its Subsidiaries has rights to control the prosecution and maintenance thereof),

except, for each of the foregoing, in the ordinary course of prosecution upon exercise of reasonable business judgment by Parent or the

lapse or expiry of Parent IP at the end of its statutory term; provided that the prior written consent of the Company (not to

be unreasonably withheld, conditioned or delayed) shall be required prior to Parent’s entry into any definitive agreement, or binding

term sheet or letter of intent, relating to any Parent Legacy Transaction involving the actions described in this Section 5.1(b)(xii);

(xiii)        disclose

to any third party (other than (A) pursuant to written confidentiality obligations or (B) as required by applicable Law) or

otherwise fail to preserve and maintain, any material Trade Secrets of Parent;

(xiv)        make

(other than on an originally filed income Tax Return), change or revoke any material Tax election, fail to pay any income Tax or other

material Tax as such Tax becomes due and payable, file any amendment making any material change to any Tax Return, settle or compromise

any income Tax or other material Tax liability or submit any voluntary disclosure application, enter into any Tax allocation, sharing,

indemnification or other similar agreement or arrangement (other than commercial agreements entered into in the Ordinary Course of Business

the principal subject matter of which is not the allocation of Taxes), request or consent to any extension or waiver of any limitation

period with respect to any claim or assessment for any income Tax or other material Taxes (other than pursuant to an extension of time

to file any Tax Return granted in the Ordinary Course of Business of not more than seven months), or change any material accounting method

in respect of Taxes;

(xv)         (A) materially

amend, terminate (other than automatic terminations) or expressly release any material rights under any Parent Material Contract, or

(B) enter into, renew or extend the term of (other than automatic renewals or extensions) any Contract that is or would be considered

a Parent Material Contract under any of clauses ‎(ii), ‎(vii) or ‎(x) of

Section 4.11(a) (it being understood that the renewal or extension of any such Contract in the Ordinary Course of Business

shall be permitted so long as the renewed or extended Contract contains terms of the type described in clauses ‎(ii),

‎(vii) or ‎(x) of Section ‎4.11(a) that

are no less favorable to Parent or its Subsidiaries as the relevant terms in the existing Contract) if in effect on the date hereof;

(xvi)        fail

to pay accounts payable and other obligations when due (or, if earlier, the date that such account payable or other obligation would

typically be paid by Parent in the Ordinary Course of Business), or accelerate the collection of accounts receivable;

(xvii)       make

any expenditures, incur any liabilities or discharge or satisfy any liabilities greater than $100,000, in each case, other than those

expenditures or liabilities that (A) will not survive the Closing, (B) are discharged or satisfied prior to the Closing, and/or

(xviii)      following

the delivery by Parent to the Company of the Parent Net Cash Schedule pursuant to Section ‎2.6(a), incur or pay any liability,

obligation or commitment (including any Transaction Expense) that would result in a reduction of Parent Net Cash as of the Closing by

more than $50,000 in the aggregate;

(xix)         other

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

(xx)          (A) settle

or compromise any Legal Proceeding other than solely for monetary damages (net of insurance proceeds received) not in excess of $200,000

individually or $1,000,000 in the aggregate; provided that such settlement or compromise does not impose any non-monetary obligations

on Parent or its Subsidiaries (other than customary confidentiality and de minimis contractual obligations in the applicable compromise

or settlement agreement that are incidental to an award of monetary damages thereunder) and does not involve the admission of wrongdoing

by Parent, any of its Subsidiaries or any of their respective directors or officers or (B) initiate any Legal Proceeding;

(xxi)         enter

into or amend any Contract if such Contract or amendment would reasonably be expected to prevent or materially impede, interfere with,

hinder or delay the consummation of the Contemplated Transactions;

(xxii)        fail

to maintain in full force and effect the existing insurance policies of Parent or to renew or replace such insurance policies with comparable

insurance policies;

(xxiii)       dissolve

or liquidate Parent or any Subsidiary thereof;

(xxiv)       enter

into any new line of business outside Parent’s existing business;

(xxv)        make

any payment or loan to, or enter into any agreement, arrangement or understanding with, any of its directors, managers, officers or other

Affiliates; or

(xxvi)       agree,

resolve or commit to do any of the foregoing.

of Material Events. During the Pre-Closing Period, each Party shall promptly notify the other Party in writing upon becoming aware

of any event, condition, fact or circumstance that would reasonably be expected to make the satisfaction of any of the conditions set

forth in ‎Article VI impossible. Without limiting the generality of the foregoing, a Party shall promptly

advise the other Party in writing upon becoming aware of (i) any claim asserted or Legal Proceeding commenced, or, to the Party’s

knowledge, either: (A) with respect to a Governmental Entity, overtly threatened; or (B) with respect to any other Person,

threatened in writing, in each case against, relating to, involving or otherwise affecting any of the Contemplated Transactions; (ii) any

knowledge of any notice from any Person alleging that the consent of such Person is or may be required in connection with the Merger

or any of the other Contemplated Transactions; and (iii) any other material Legal Proceeding or material claim threatened in writing,

commenced or asserted against such Party or its respective Subsidiaries. No notification given pursuant to this Section ‎5.1(c) shall

limit or otherwise affect any of the representations, warranties, covenants, obligations, rights or remedies of the Parties contained

in this Agreement or the conditions to the obligations of the Parties under this Agreement.

(d)            All

notices, requests, instructions, communications or other documents to be given in connection with any consultation or approval required

pursuant to this Section ‎5.1 shall be in writing and shall be deemed given as provided for in Section ‎8.7,

and, in each case, shall be addressed to such individuals as the Parties shall designate in writing from time to time.

5.2            Company

Acquisition Proposals; Company Change in Recommendation.

(a)            No

Solicitation or Negotiation. During the Pre-Closing Period, except as expressly permitted by this Section ‎5.2,

the Company shall not, and the Company shall cause its and its Subsidiaries’ directors, officers and employees not to, and shall

cause its and their respective investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively,

along with such directors, officers and employees, “Representatives”) not to, directly or indirectly:

(i)            solicit,

initiate, induce, knowingly encourage or knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL)

any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition

Proposal;

(ii)           participate

in any discussions or negotiations or cooperate in any way with any Person regarding any Company Acquisition Proposal or any inquiry,

proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal;

(iii)          provide

any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with, or for the purpose

of soliciting, initiating, inducing, encouraging or facilitating, any Company Acquisition Proposal or any inquiry, proposal or offer

that could reasonably be expected to lead to a Company Acquisition Proposal;

(iv)          enter

into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement

in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect

to, or that could reasonably be expected to lead to, a Company Acquisition Proposal;

(v)           adopt,

approve, declare advisable or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes,

or could reasonably be expected to lead to, a Company Acquisition Proposal (including by approving any transaction, or approving any

Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL);

(vi)          take

any action or exempt any Person (other than Parent and its Subsidiaries) from the restriction on “business combinations”

or any similar provision contained in applicable takeover laws or the Company’s organizational or other governing documents; or

(vii)         resolve,

publicly propose or agree to do any of the foregoing.

The Company shall, and shall cause its Subsidiaries

and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with

any Person conducted heretofore with respect to any Company Acquisition Proposal, or inquiry, proposal or offer that could reasonably

be expected to lead to a Company Acquisition Proposal and shall promptly terminate access by any such Person to any physical or electronic

data rooms relating to any such Company Acquisition Proposal. The Company shall (i) as soon as reasonably practicable after the

date of this Agreement (and in all events no later than three Business Days), deliver a written notice to each Person that entered into

a confidentiality agreement in anticipation of potentially making a Company Acquisition Proposal within the last 12 months, to the effect

that the Company is ending all discussions and negotiations with such Person with respect to any such Company Acquisition Proposal effective

as of the date hereof and requesting the prompt return or destruction of all confidential information previously furnished to such Person

by or on behalf of the Company relating to any Company Acquisition Proposal (and the Company shall use its reasonable best efforts to

have such information returned or destroyed) and immediately terminate all physical and electronic data room access previously granted

to any such party or its Representatives and (ii) commencing on the date of this Agreement, prohibit any third party (other than

Parent and its Representatives) from having access to any physical or electronic data room relating to any possible Company Acquisition

Proposal. The Company shall use its reasonable best efforts to enforce the terms of each confidentiality agreement with any such Person.

The Company shall not grant any waiver of, or agree to any amendment or modification to, or release any such Person from, any such agreement,

to permit such Person to submit a Company Acquisition Proposal.

(b)            Notice.

The Company shall promptly (and, in any event, within 24 hours) notify Parent (orally and in writing) if (i) any written or other

inquiries, proposals or offers with respect to a Company Acquisition Proposal or any inquiries, proposals, offers or requests for information

relating to or that could reasonably be expected to lead to a Company Acquisition Proposal are received by the Company or any of its

Representatives, (ii) any Person requests non-public information from the Company or any of its Representatives in connection with

any Company Acquisition Proposal (provided that the Company shall only be required to provide notice once per Person under this

clause (ii)) or (iii) any discussions or negotiations with respect to or that could reasonably be expected to lead to a Company

Acquisition Proposal are sought to be initiated with the Company, indicating, in connection with such notice, the name of such Person

and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals

or offers, including proposed agreements and other material written communications or, if oral, a summary of the material terms and conditions

of such proposal or offer), and thereafter shall keep Parent reasonably informed, on a current basis (and in any event within 24 hours),

of any material developments with respect to any such proposals or offers (including any amendments thereto), including by promptly providing

copies of any additional requests, proposals or offers, including any drafts of proposed agreements and any amendments thereto and other

information set forth above and copies of any written materials provided to such Person by the Company or any of its Representatives.

The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date

of this Agreement which prohibits the Company from providing any information to Parent in accordance with this Section ‎5.2

or otherwise prohibits the Company from complying with its obligations under this Section ‎5.2. The Company further agrees

that it will not provide information to any Person pursuant to any confidentiality agreement entered into prior to the date of this Agreement

unless such Person agrees prior to receipt of such information to waive any provision that would prohibit the Company from providing

any information to Parent in accordance with this Section ‎5.2 or otherwise prohibit the Company from complying with

its obligations under this Section ‎5.2.

purposes of this Agreement, “Company Acquisition Proposal” means any transaction or series of related transactions

(other than the Contemplated Transactions) involving: (i) any acquisition or purchase from the Company by any Person or “group”

(as defined in or under Section 13(d) of the Exchange Act), directly or indirectly, of more than a 25% interest in the total

outstanding securities (or instruments convertible into or exercisable or exchangeable for 25% or more of such securities) of the Company,

including pursuant to a stock purchase, merger, consolidation, tender offer, share exchange or other transaction involving the Company

or any of its Subsidiaries; (ii) any merger, consolidation, business combination, share exchange, issuance of securities, acquisition

of securities, reorganization, recapitalization or other similar transaction involving the Company, pursuant to which the stockholders

of the Company immediately preceding such transaction hold less than 75% of the equity interests in the surviving or resulting entity

of such transaction or any parent entity thereof; (iii) any sale, lease, exchange, transfer or disposition (in each case, other

than in the ordinary course of business) of more than 25% of the assets of the Company and its Subsidiaries (taken as a whole) (measured

by the fair market value thereof); or (iv) any combination of the foregoing; provided that the negotiation of and entry into

a Company Collaboration Agreement shall not constitute a Company Acquisition Proposal.

(d)            The

Company agrees that in the event that the Company or any Representative of the Company takes any action which, if taken by the Company,

would constitute a breach of this Section ‎5.2, the Company shall be deemed to be in breach of this Section ‎5.2.

(e)            No

Company Change in Recommendation or Company Alternative Acquisition Agreement. Except as provided in Section 5.2(f),

the Company Board and each committee of the Company Board shall not (i)(A) withhold, withdraw, qualify or modify (or propose or

resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Board Recommendation or (B) approve,

recommend or otherwise declare advisable (or propose or resolve to approve, recommend or otherwise declare advisable) any Company Acquisition

Proposal (any such action referred to in this clause (i), a “Company Change in Recommendation”) or (ii) approve,

recommend or declare advisable, or propose to approve, recommend or declare advisable, or cause or permit the Company or any of its Subsidiaries

to enter into any letter of intent, term sheet, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement,

option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement relating to or that could

reasonably be expected to lead to any Company Acquisition Proposal or any agreement requiring the Company (or that would require or could

reasonably be expected to require the Company) to abandon, terminate, delay or fail to consummate the Merger or any other transaction

contemplated by this Agreement or that would otherwise materially impede, interfere with or be inconsistent with, the Contemplated Transactions

(a “Company Alternative Acquisition Agreement”).

(f)            Company

Change in Recommendation Due to Superior Proposal. Notwithstanding anything to the contrary set forth in Section ‎5.2(d),

following receipt of a bona fide written Company Acquisition Proposal by the Company after the date of this Agreement that did not result

from a breach of this Section ‎5.2 and with respect to which the Company has received a written, definitive form of Company

Alternative Acquisition Agreement that has not been withdrawn, and the Company Board determining in good faith, after consultation with

outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal,

the Company Board may, at any time prior to the time the Company Stockholder Approval is obtained, make a Company Change in Recommendation,

if all of the following conditions are met:

(i)            the

Company shall have complied in all material respects with the provisions of this Section ‎5.2 with respect to such Company

Acquisition Proposal and shall have (A) provided to Parent four Business Days’ prior written notice, which shall state expressly

(1) that it has received a written Company Acquisition Proposal that constitutes a Company Superior Proposal, (2) the material

terms and conditions of the Company Acquisition Proposal (including the consideration offered therein and the identity of the Person

or group making the Company Acquisition Proposal), including an unredacted copy of the Company Alternative Acquisition Agreement and

all other written documents and a summary of the material terms of oral communications related to the Company Superior Proposal (it being

understood and agreed that any material amendment to any Company Acquisition Proposal (including the financial terms or any other material

term or condition of such Company Acquisition Proposal) shall require a new notice to Parent and an additional two Business Day notice

period) and (3) that, subject to clause (ii) below, the Company Board has determined to effect a Company Change in Recommendation,

and (B) prior to making such a Company Change in Recommendation, (x) engaged, and used its reasonable best efforts to cause

its Representatives to engage, in good faith negotiations with Parent (to the extent Parent wishes to engage) during such four Business

Day period to consider adjustments to the terms and conditions of this Agreement or other proposals that may be proposed in writing by

Parent during such notice period such that such Company Acquisition Proposal ceases to constitute a Company Superior Proposal, and (y) in

determining whether to make a Company Change in Recommendation, the Company Board shall take into account any changes to the terms of

this Agreement, and any other proposals, proposed in writing by Parent; and

(ii)            the

Company Board shall have determined, in good faith, after consultation with outside financial advisors and outside legal counsel, that,

in light of such Company Acquisition Proposal and taking into account any revised terms proposed in writing by Parent and the results

of negotiations with Parent pursuant to clause (i) above, such Company Acquisition Proposal continues to constitute a Company Superior

Proposal and, after consultation with outside legal counsel, that the failure to make such Company Change in Recommendation would reasonably

be expected to be inconsistent with the fiduciary duties of the Company Board to the holders of Company Shares under applicable Law.

(g)            Company

Change in Recommendation Due to Company Intervening Event. Notwithstanding anything to the contrary set forth in Section ‎5.2(e),

upon the occurrence of any Company Intervening Event, the Company Board may, at any time prior to the time the Company Stockholder Approval

is obtained, make a Company Change in Recommendation, if all of the following conditions are met:

(i)            the

Company shall have (A) provided to Parent four Business Days’ prior written notice, which shall (1) set forth in reasonable

detail information describing the Company Intervening Event and the rationale for the Company Change in Recommendation (it being understood

and agreed that any amendment to the facts and circumstances relating to the Company Intervening Event shall require a new notice to

Parent and an additional two Business Day notice period), and (2) state expressly that, subject to clause (ii) below, the Company

Board has determined to effect a Company Change in Recommendation and (B) prior to making such a Company Change in Recommendation,

engaged in good faith negotiations with Parent (to the extent Parent wishes to engage) during such four Business Day period to consider

adjustments to the terms and conditions of this Agreement or other proposals that may be proposed in writing by Parent during such notice

period in such a manner that the failure of the Company Board to make a Company Change in Recommendation in response to the Company Intervening

Event in accordance with clause (ii) below would no longer be inconsistent with the fiduciary duties of the Company Board to the

holders of Company Shares under applicable Law; and

(ii)            the

Company Board shall have determined in good faith, after consultation with outside financial advisors and outside legal counsel, that

in light of such Company Intervening Event and taking into account any revised terms proposed in writing by Parent and the results of

negotiations with Parent pursuant to clause (i) above, the failure to make a Company Change in Recommendation, would be inconsistent

with the fiduciary duties of the Company Board to the holders of Company Shares under applicable Law.

(h)            Certain

Permitted Disclosure. Nothing contained in this Section ‎5.2 shall be deemed to prohibit the Company from complying

with its disclosure obligations under applicable U.S. federal or state Law (as determined in good faith by the Company) with regard to

a Company Acquisition Proposal; provided, that this Section ‎5.2(h) shall not be deemed to permit the Company

or the Company Board to effect a Company Change in Recommendation except in accordance with Sections ‎5.2(f) or ‎5.2(g).

The Company shall not submit to its stockholders for approval any Company Acquisition Proposal prior to the valid termination of this

Agreement.

5.3            Parent

Acquisition Proposals; Parent Change in Recommendation.

(a)            No

Solicitation or Negotiation. During the Pre-Closing Period, except as expressly permitted by this Section ‎5.3

or in connection with any Parent Legacy Transaction conducted in accordance with Section ‎5.23, Parent shall not,

and Parent shall cause its and its Subsidiaries’ directors, officers and employees not to, and shall cause its and their respective

Representatives not to, directly or indirectly:

(i)            solicit,

initiate, induce, knowingly encourage or knowingly facilitate (including by way of granting a waiver under Section 203 of the DGCL)

any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent Acquisition

Proposal;

(ii)           participate

in any discussions or negotiations or cooperate in any way with any Person regarding any Parent Acquisition Proposal or any inquiry,

proposal or offer that could reasonably be expected to lead to a Parent Acquisition Proposal;

(iii)          provide

any non-public information or data concerning Parent or any of its Subsidiaries to any Person in connection with, or for the purpose

of soliciting, initiating, inducing, encouraging or facilitating, any Parent Acquisition Proposal or any inquiry, proposal or offer that

could reasonably be expected to lead to a Parent Acquisition Proposal;

(iv)          enter

into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement

in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect

to, or that could reasonably be expected to lead to, a Parent Acquisition Proposal (other than an Acceptable Parent Confidentiality Agreement

entered into in accordance with Section ‎5.3(b));

(v)           adopt,

approve, declare advisable or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes,

or could reasonably be expected to lead to, a Parent Acquisition Proposal (including by approving any transaction, or approving any Person

becoming an “interested stockholder,” for purposes of Section 203 of the DGCL);

(vi)          take

any action or exempt any Person (other than the Company and its Subsidiaries) from the restriction on “business combinations”

or any similar provision contained in applicable takeover laws or Parent’s organizational or other governing documents; or

(vii)         resolve,

publicly propose or agree to do any of the foregoing.

Parent shall, and shall cause its Subsidiaries

and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussions and negotiations with

any Person conducted heretofore with respect to any Parent Acquisition Proposal, or inquiry, proposal or offer that could reasonably

be expected to lead to a Parent Acquisition Proposal and shall promptly terminate access by any such Person to any physical or electronic

data rooms relating to any such Parent Acquisition Proposal. Parent shall (i) as soon as reasonably practicable after the date of

this Agreement (and in all events no later than three Business Days), deliver a written notice to each Person that entered into a confidentiality

agreement in anticipation of potentially making a Parent Acquisition Proposal within the last 12 months, to the effect that Parent is

ending all discussions and negotiations with such Person with respect to any such Parent Acquisition Proposal effective as of the date

hereof and requesting the prompt return or destruction of all confidential information previously furnished to such Person by or on behalf

of Parent relating to any Parent Acquisition Proposal (and Parent shall use its reasonable best efforts to have such information returned

or destroyed) and immediately terminate all physical and electronic data room access previously granted to any such party or its Representatives

and (ii) commencing on the date of this Agreement, prohibit any third party (other than the Company and its Representatives) from

having access to any physical or electronic data room relating to any possible Parent Acquisition Proposal. Parent shall use its reasonable

best efforts to enforce the terms of each confidentiality agreement with any such Person. Parent shall not grant any waiver of, or agree

to any amendment or modification to, or release any such Person from, any such agreement, to permit such Person to submit a Parent Acquisition

Proposal, unless in any such case the Parent Board shall have determined, in good faith, after consultation with outside legal counsel,

that the failure to take such actions would be inconsistent with the fiduciary duties of the Parent Board to the holders of Parent capital

stock under applicable Law.

(b)            Fiduciary

Exception to No Solicitation Provision. Notwithstanding anything to the contrary in Section ‎5.3(a), prior

to the time, but not after, the Parent Stockholder Approval is obtained, Parent may, in response to a bona fide written Parent

Acquisition Proposal (which Parent Acquisition Proposal was made after the date of this Agreement and has not been withdrawn) which did

not result from a breach of this Section ‎5.3 and so long as it has provided written notice to the Company of

the identity of such Person or group making the Parent Acquisition Proposal, the material terms and conditions of such Parent Acquisition

Proposal (including, if applicable, copies of any material written communications) and its intention to engage or participate in any

discussions or negotiations with any such Person or group, (i) provide access to non-public information regarding Parent or any

of its Subsidiaries to the Person or group making the Parent Acquisition Proposal (provided that such information has previously

been made available to the Company or is provided to the Company substantially concurrently with the making of such information available

to such Person or group and that, prior to furnishing any such non-public information, Parent receives from the Person or group making

such Parent Acquisition Proposal an executed confidentiality agreement with terms at least as restrictive in all material respects (including

with respect to confidentiality and restrictions on use) on such Person(s) as the Confidentiality Agreement’s terms are on

with the Company (an “Acceptable Parent Confidentiality Agreement”)) (it being understood that such confidentiality

agreement need not include a “standstill” agreement or prohibit the making or amending of a Parent Acquisition Proposal),

and (ii) engage or participate in any discussions or negotiations with any such Person or group regarding such Parent Acquisition

Proposal if, and only if, prior to taking any action described in clause (i) or (ii) above, the Parent Board determines in

good faith after consultation with outside financial advisors and outside legal counsel that (x) such Parent Acquisition Proposal

either constitutes a Parent Superior Proposal or could reasonably be expected to result in a Parent Superior Proposal and (y) the

failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Parent Board to the holders

of Parent capital stock under applicable Law. Parent shall provide the Company with an accurate and complete copy of the Acceptable Parent

Confidentiality Agreement entered into as contemplated by this Section ‎5.3(b) promptly (and in any event

within 24 hours) after the execution thereof.

Parent shall promptly (and, in any event, within 24 hours) notify the Company (orally and in writing) if (i) any written or other

inquiries, proposals or offers with respect to a Parent Acquisition Proposal or any inquiries, proposals, offers or requests for information

relating to or that could reasonably be expected to lead to a Parent Acquisition Proposal are received by Parent or any of its Representatives,

(ii) any Person requests non-public information from Parent or any of its Representatives in connection with any Parent Acquisition

Proposal (provided that Parent shall only be required to provide notice once per Person under this clause (ii)) or (iii) any

discussions or negotiations with respect to or that could reasonably be expected to lead to a Parent Acquisition Proposal are sought

to be initiated with Parent, indicating, in connection with such notice, the name of such Person and the material terms and conditions

of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements

and other material written communications or, if oral, a summary of the material terms and conditions of such proposal or offer), and

thereafter shall keep the Company reasonably informed, on a current basis (and in any event within 24 hours), of any material developments

with respect to any such proposals or offers (including any amendments thereto), including by promptly providing copies of any additional

requests, proposals or offers, including any drafts of proposed agreements and any amendments thereto and other information set forth

above and copies of any written materials provided to such Person by Parent or any of its Representatives. Parent agrees that it and

its Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date of this Agreement which prohibits

Parent from providing any information to the Company in accordance with this Section ‎5.3 or otherwise prohibits Parent

from complying with its obligations under this Section ‎5.3. Parent further agrees that it will not provide information

to any Person pursuant to any confidentiality agreement entered into prior to the date of this Agreement unless such Person agrees prior

to receipt of such information to waive any provision that would prohibit Parent from providing any information to the Company in accordance

with this Section ‎5.3 or otherwise prohibit Parent from complying with its obligations under this Section ‎5.3.

(d)            Definitions.

For purposes of this Agreement:

“Parent Acquisition

Proposal” means any transaction or series of related transactions (other than the Contemplated Transactions) involving: (i) any

acquisition or purchase from Parent by any Person or “group” (as defined in or under Section 13(d) of the Exchange

Act), directly or indirectly, of more than a 15% interest in the total outstanding securities (or instruments convertible into or exercisable

or exchangeable for 15% or more of such securities) of Parent, including pursuant to a stock purchase, merger, consolidation, tender

offer, share exchange or other transaction involving Parent or any of its Subsidiaries; (ii) any tender offer (including self-tender)

or exchange offer that if consummated would result in any Person or “group” (as defined in or under Section 13(d) of

the Exchange Act) beneficially owning 15% or more of the total outstanding securities (or instruments convertible into or exercisable

or exchangeable for 15% or more of such securities) of Parent; (iii) any merger, consolidation, business combination, share exchange,

issuance of securities, acquisition of securities, reorganization, recapitalization or other similar transaction involving Parent, pursuant

to which the stockholders of Parent immediately preceding such transaction hold less than 85% of the equity interests in the surviving

or resulting entity of such transaction or any parent entity thereof; (iv) any sale, lease, exchange, transfer or disposition (in

each case, other than in the ordinary course of business) of more than 15% of the assets of Parent and its Subsidiaries (taken as a whole)

(measured by the fair market value thereof); or (v) any combination of the foregoing.

“Parent Intervening

Event” means any Effect that is material to Parent and its Subsidiaries taken as a whole, occurring or arising after the date

of this Agreement that (i) was not known to, or reasonably foreseeable by, the Parent Board (or if known, the magnitude or effect

of which was not known to, or reasonably foreseeable) prior to the execution of this Agreement, which Effect (or the magnitude or effect

thereof) becomes known to, or reasonably foreseeable by, the Parent Board prior to the receipt of the Parent Stockholder Approval and

(ii) does not relate to (A) a Parent Acquisition Proposal or (B) (1) any changes in the market price or trading volume

of Parent, (2) the mere fact the Company or Parent meets or exceeds any internal or analysts’ published projections, forecasts,

estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of this

Agreement, or changes after the date of this Agreement in the market price or trading volume of the Parent Common Stock or the credit

rating of Parent (it being understood that, with respect to clause (2), the facts or occurrences giving rise or contributing to such

change or event may be taken into account when determining a Parent Intervening Event), (3) any events or developments relating

to the Company or any of its Affiliates, (4) any event or development generally affecting the industries in which Parent or the

Company operate or in the economy generally or other general business, financial, market or political conditions, including changes in

interest rates in the United States or any other country or region in the world and changes in exchange rates for the currencies of any

countries and any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities

exchange or over-the-counter market operating in the United States or any other country or region in the world, (5) any change in

any applicable Law or other legal or regulatory conditions or changes in GAAP or other accounting standards, (6) any event or development

to the extent directly resulting from the announcement or pendency of, or any actions required to be taken by Parent or the Company (or

refrained to be taken by Parent or the Company) pursuant to the Agreement or the consummation of the Contemplated Transactions, including

expiration or termination of waiting periods or the receipt of approvals, consents or clearances applicable to the Merger under the Antitrust

Laws, (7) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions

and other force majeure events or (8) any Legal Proceedings made or brought by any of the current or former stockholders of Parent

or the Company (on their own behalf or on behalf of Parent or the Company) against Parent or the Company, including Legal Proceedings

arising out of the Contemplated Transactions.

“Parent Superior

Proposal” means any bona fide, written Parent Acquisition Proposal on terms which the Parent Board determines in its good faith

judgment, after consultation with outside financial advisors and outside legal counsel, would reasonably be expected to be consummated

in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person or group

of Persons making the proposal, and, if consummated, would result in a transaction more favorable to Parent’s stockholders from

a financial point of view than the Merger (after taking into account any revisions to the terms of the Contemplated Transactions pursuant

to Section ‎5.3(f) of this Agreement and the time likely to be required to consummate such Parent Acquisition Proposal);

provided that for purposes of the definition of “Parent Superior Proposal”, the references to “15%” in

the definition of Parent Acquisition Proposal shall be deemed to be references to “50%”.

(e)            No

Parent Change in Recommendation or Parent Alternative Acquisition Agreement. Except as provided in Section ‎5.3(f),

the Parent Board and each committee of the Parent Board shall not (and the Special Committee shall not recommend that the Parent Board)

(i)(A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner

adverse to the Company, the Parent Board Recommendation or (B) approve, recommend or otherwise declare advisable (or publicly propose

or resolve to approve, recommend or otherwise declare advisable) any Parent Acquisition Proposal or make or authorize the making of any

public statement (oral or written), (C) remove the Parent Board Recommendation from or fail to include the Parent Board Recommendation

in the Proxy Statement/Prospectus (any such action referred to in this clause (i), a “Parent Change in Recommendation”)

or (ii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or cause or permit Parent

or any of its Subsidiaries to enter into any letter of intent, term sheet, memorandum of understanding, agreement in principle, acquisition

agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement

(other than an Acceptable Parent Confidentiality Agreement entered into in compliance with Section ‎5.3(b)) relating

to or that could reasonably be expected to lead to any Parent Acquisition Proposal or any agreement requiring Parent (or that would require

or could reasonably be expected to require Parent) to abandon, terminate, delay or fail to consummate the Merger or any other transaction

contemplated by this Agreement or that would otherwise materially impede, interfere with or be inconsistent with, the Contemplated Transactions

(a “Parent Alternative Acquisition Agreement”).

(f)            Parent

Change in Recommendation Due to Superior Proposal. Notwithstanding anything to the contrary set forth in Section ‎5.3(e),

following receipt of a bona fide written Parent Acquisition Proposal by Parent after the date of this Agreement that did not result

from a breach of this Section ‎5.3 and with respect to which Parent has received a written, definitive form of

a Parent Alternative Acquisition Agreement that has not been withdrawn, and the Parent Board determining in good faith, after consultation

with outside financial advisors and outside legal counsel, that such Parent Acquisition Proposal constitutes a Parent Superior Proposal,

the Parent Board may, at any time prior to the time the Parent Stockholder Approval is obtained, make a Parent Change in Recommendation,

if all of the following conditions are met:

(i)            Parent

shall have complied in all material respects with the provisions of this Section ‎5.3 with respect to such

Parent Acquisition Proposal and shall have (A) provided to the Company four Business Days’ prior written notice, which shall

state expressly (1) that it has received a written Parent Acquisition Proposal that constitutes a Parent Superior Proposal, (2) the

material terms and conditions of the Parent Acquisition Proposal (including the consideration offered therein and the identity of the

Person or group making the Parent Acquisition Proposal), including an unredacted copy of the Parent Alternative Acquisition Agreement

and all other written documents and a summary of the material terms of oral communications related to the Parent Superior Proposal (it

being understood and agreed that any material amendment to any Parent Acquisition Proposal (including the financial terms or any other

material term or condition of such Parent Acquisition Proposal) shall require a new notice to the Company and an additional two Business

Day notice period) and (3) that, subject to clause (ii) below, the Parent Board has determined to effect a Parent Change in

Recommendation, and (B) prior to making such a Parent Change in Recommendation, (x) engaged, and used its reasonable best efforts

to cause its Representatives to engage, in good faith negotiations with the Company (to the extent the Company wishes to engage) during

such four Business Day period to consider adjustments to the terms and conditions of this Agreement or other proposals that may be proposed

in writing by the Company during such notice period such that the Parent Acquisition Proposal ceases to constitute a Parent Superior

Proposal, and (y) in determining whether to make a Parent Change in Recommendation, the Parent Board shall take into account any

changes to the terms of this Agreement, and any other proposals, proposed in writing by the Company; and

(ii)            the

Parent Board shall have determined, in good faith, after consultation with outside financial advisors and outside legal counsel, that,

in light of such Parent Acquisition Proposal and taking into account any revised terms proposed in writing by the Company and the results

of negotiations with Parent pursuant to clause (i) above, such Parent Acquisition Proposal continues to constitute a Parent Superior

Proposal and, after consultation with outside legal counsel, that the failure to make such Parent Change in Recommendation would reasonably

be expected to be inconsistent with the fiduciary duties of the Parent Board to the holders of Parent capital stock under applicable

Law.

(g)            Parent

Change in Recommendation Due to Parent Intervening Event. Notwithstanding anything to the contrary set forth in Section ‎5.3(e),

upon the occurrence of any Parent Intervening Event, the Parent Board may, at any time prior to the time the Parent Stockholder Approval

is obtained, make a Parent Change in Recommendation, if all of the following conditions are met:

(i)            Parent

shall have (A) provided to the Company four Business Days’ prior written notice, which shall (1) set forth in reasonable

detail information describing the Parent Intervening Event and the rationale for the Parent Change in Recommendation (it being understood

and agreed that any amendment to the facts and circumstances relating to the Parent Intervening Event shall require a new notice to the

Company and an additional two Business Day notice period), and (2) state expressly that, subject to clause (ii) below, the

Parent Board has determined to effect a Parent Change in Recommendation and (B) prior to making such a Parent Change in Recommendation,

engaged in good faith negotiations with the Company (to the extent the Company wishes to engage) during such four Business Day period

to consider adjustments to the terms and conditions of this Agreement or other proposals that may be proposed in writing by the Company

during such notice period in such a manner that the failure of the Parent Board to make a Parent Change in Recommendation in response

to the Parent Intervening Event in accordance with clause (ii) below would no longer be inconsistent with the fiduciary duties of

the Parent Board to the holders of Parent capital stock under applicable Law; and

(ii)           the

Parent Board shall have determined in good faith, after consultation with outside financial advisors and outside legal counsel, that

in light of such Parent Intervening Event and taking into account any revised terms proposed in writing by the Company and the results

of negotiations with the Company pursuant to clause (i) above, the failure to make a Parent Change in Recommendation, would be inconsistent

with the fiduciary duties of Parent Board to the holders of Parent’s capital stock under applicable Law.

(iii)          Parent’s

obligation to call, give notice of and hold the Parent Stockholder Meeting in accordance with Section ‎5.5(b) shall

not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Parent Superior Proposal or Parent

Acquisition Proposal or by any Parent Change in Recommendation.

(h)            Certain

Permitted Disclosure. Nothing contained in this Section ‎5.3 shall be deemed to prohibit Parent from complying

with its disclosure obligations under applicable U.S. federal or state Law (as determined in good faith by Parent) with regard to a Parent

Acquisition Proposal; provided that any “stop look and listen” communication to its stockholders of the nature contemplated

by Rule 14d-9 under the Exchange Act shall include an affirmative statement to the effect that the recommendation of the Parent

Board is affirmed or remains unchanged; provided, further, that this Section ‎5.3(h) shall

not be deemed to permit the Parent Board to effect a Parent Change in Recommendation except in accordance with Sections ‎5.3(f) or

‎5.3(g). Parent shall not submit to the vote of its stockholders any Parent Acquisition Proposal or Parent Superior

Proposal prior to the valid termination of this Agreement.

(i)            Parent

agrees that in the event that Parent or any Representative of Parent takes any action which, if taken by Parent, would constitute a breach

of this Section ‎5.3, Parent shall be deemed to be in breach of this Section ‎5.3.

5.4            Information

Supplied.

(a)            Parent

shall prepare and cause to be filed with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy

Statement/Prospectus”) with respect to the Parent Stockholders Meeting. As promptly as practicable (and in any event within

60 days) following the date of this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 (as

amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus

will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to

be issued in the Merger (it being understood that Parent shall use its reasonable best efforts to prepare and file the Registration Statement

with the SEC within 45 days of the date of this Agreement). Parent shall use its reasonable best efforts to have the Registration Statement

declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective

as long as is necessary to consummate the Merger and the other Contemplated Transactions. Parent shall also take any action (other than

qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process)

required to be taken under any applicable state securities or “blue sky” laws in connection with the issuance of shares of

Parent Common Stock in the Merger. Each of the Company and Parent shall furnish or cause to be furnished all information about the such

Party and its officers, directors and shareholders requested by the other Party that is required to be disclosed in the Proxy Statement/Prospectus

or the Registration Statement, including without limitation all requisite information about each individual designated by the Parent

pursuant to Section ‎5.14 to be appointed to the board of directors of Parent upon the Closing. Parent shall use

reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders as promptly as practicable

after the Registration Statement is declared effective under the Securities Act.

(b)            No

filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by Parent without

providing the Company a reasonable opportunity to review and comment thereon (other than any filing, amendment or supplement in connection

with a Parent Change in Recommendation or a Parent Alternative Acquisition Agreement), and Parent shall consider in good faith and reflect

all comments reasonably proposed by the Company. Parent shall promptly provide the Company with copies of all such filings, amendments

or supplements to the extent not publicly available. Each of the Company and Parent shall furnish all information concerning such Person

and its Affiliates to the other and provide such other assistance as may be reasonably requested by such other Party to be included therein

and shall otherwise reasonably assist and cooperate with the other in the preparation of the Registration Statement or Proxy Statement/Prospectus,

as applicable, and the resolution of any comments to either received from the SEC. If at any time prior to the receipt of the Parent

Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers,

should be discovered by the Company or Parent which is required to be set forth in an amendment or supplement to either the Registration

Statement or the Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit

to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under

which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate

amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law,

disseminated to the stockholders of Parent. The Parties shall notify each other promptly of the receipt of any comments from the SEC

or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Registration Statement

or the Proxy Statement/Prospectus, or for additional information, and shall supply each other with copies of (i) all correspondence

between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the

Registration Statement, Proxy Statement/Prospectus or the Merger and (ii) all orders of the SEC relating to the Registration Statement.

No response to any comments from the SEC or the staff of the SEC relating to the Proxy Statement/Prospectus will be made by Parent without

providing the Company a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC,

and Parent shall consider in good faith and reflect all comments reasonably proposed by the Company. Parent will cause the Registration

Statement and Proxy Statement/Prospectus to comply as to form in all material respects with the applicable provisions of the Securities

Act and the Exchange Act and the rules and regulations thereunder.

to the Effective Time, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (A) cooperate

in connection with Parent’s compliance with its obligations under the Exchange Act and the Securities Act and the rules and

regulations promulgated thereunder as may be reasonably requested by Parent, including with respect to preparation of the Proxy Statement/Prospectus

and the Registration Statement, (B) provide on a timely basis all audited and unaudited consolidated financial statements of the

Company and its Subsidiaries required by applicable Law to be included in any filing with the SEC of Parent or any of its affiliates,

including the Proxy Statement/Prospectus, the Registration Statement and any Form 8-K related to the transactions contemplated by

this Agreement, (C) provide such financial records and information regarding the Company and its Subsidiaries as may be reasonably

necessary for Parent to prepare any pro forma financial statements required by applicable Law to be included in any statements, forms,

schedules, reports or other documents filed or furnished by Parent or its affiliates with the SEC, including the Proxy Statement/Prospectus,

the Registration Statement and any Form 8-K relating to the transactions contemplated by this Agreement and (D) in connection

with the provision of audited and unaudited consolidated financial statements of the Company and its Subsidiaries to be included in the

Proxy Statement/Prospectus and the Registration Statement, provide a customary “management’s discussion and analysis of financial

condition and results of operations” for each period included in such audited and unaudited consolidated financial statements;

provided that, upon delivery of any financial statements pursuant to (B) and (C) above, such financial statements shall

be deemed Company Financial Statements, as applicable, for purposes of this Agreement and the representations and warranties set forth

in Section 3.6 shall be deemed to apply to such financial statements with the same force and effect as if made as of the date of

this Agreement.

(d)            Notwithstanding

anything to the contrary contained in this Section ‎5.4, Parent shall not be in breach of any of the foregoing

provisions of this Section ‎5.4 to the extent the failure by the Company or any of its Subsidiaries to deliver

any required information to Parent in connection with the Proxy Statement/Prospectus and Registration Statement (including the Company

Financial Statements) resulted in the Parent’s failure to meet its obligations under the foregoing provisions of this Section ‎5.4.

(e)            During

the period from the date of this Agreement to the earlier of the Effective Time and the time, if any, at which this Agreement is terminated

pursuant to ‎Article VII, the Company shall request its auditors to (i) cooperate with respect to any filing with

the SEC of Parent or any of its affiliates, including the Proxy Statement/Prospectus, the Registration Statement and any Form 8-K

relating to the transactions contemplated by this Agreement, including in connection with the preparation of any required pro forma financial

statements or the delivery of any auditor consents and (ii) provide access to the Parent and its Representatives to the work papers

of the Company’s auditors.

5.5            Stockholder

Approvals.

(a)            Company

Stockholder Written Consent.

(i)            Immediately

after the execution of this Agreement, the Company shall solicit, and take all action necessary to obtain, in accordance with this Agreement,

the DGCL, the Organizational Documents of the Company and the Investor Agreements, the Company Stockholder Written Consent from the Consenting

Company Stockholders constituting the Company Stockholder Approval. Under no circumstances shall the Company assert that any other approval

or consent is necessary by its stockholders to approve this Agreement and the Contemplated Transactions. Upon obtaining the Company Stockholder

Approval, the Company shall promptly deliver copies of the executed Company Stockholder Written Consent to Parent.

(ii)           All

materials (including any amendments thereto) submitted to the stockholders of the Company in accordance with this Section ‎5.5(a) shall

be subject to Parent’s advance review and reasonable approval. The Parties shall reasonably cooperate with each other and provide,

and require their respective Representatives to provide, the other Party and its Representatives with all true, correct and complete

information regarding such Party or its Subsidiaries that is required by applicable Law to be included in any information statement or

other materials distributed to the Company’s stockholders in connection with the Contemplated Transactions or reasonably requested

by the other Party to be included therein.

(iii)           Promptly

following receipt of the Company Stockholder Approval, the Company shall prepare and mail a notice (the “Stockholder Notice”)

to every stockholder of the Company that did not execute the Company Stockholder Written Consent substantially concurrently with the

execution and delivery of this Agreement. The Stockholder Notice shall (A) be a statement to the effect that the Company Board determined

that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of

the Company and authorized, approved and adopted this Agreement, the Merger and the other Contemplated Transactions, (B) provide

the stockholders of the Company to whom it is sent with notice of the actions taken in the Company Stockholder Written Consent, including

the adoption and approval of this Agreement, the Merger and the other Contemplated Transactions in accordance with Section 228(e) of

the DGCL and the Organizational Documents of the Company, and (C) include a description of the appraisal rights of the Company’s

stockholders available under the DGCL, along with such other information as is required thereunder and pursuant to applicable Law. All

materials (including any amendments thereto) submitted to the stockholders of the Company in accordance with this Section ‎5.5(a)(iii) shall

be subject to Parent’s advance review and reasonable approval.

(b)            Parent

Stockholders Meeting.

(i)

Parent will, as promptly as practicable in accordance with applicable Law and its certificate of incorporation and bylaws,

establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of

Parent Common Stock to consider and vote upon the Parent Share Issuance, the Parent Charter Amendment, the Parent Reverse Stock

Split, and any Parent Legacy Transaction that requires the approval of the Parent Stockholders, which meeting shall in any event

take place within 45 days after the declaration of the effectiveness of the Registration Statement (the “Parent

Stockholders Meeting”). Parent shall use its reasonable best efforts to hold the Parent Stockholders Meeting as soon as

practicable after the date on which the Registration Statement becomes effective. Subject to the provisions of Section ‎5.3,

the Parent Board shall (and the Special Committee shall, if applicable, recommend that the Parent Board) include the Parent Board

Recommendation in the Proxy Statement/Prospectus and recommend at the Parent Stockholders Meeting that the holders of capital stock

of Parent approve the Parent Share Issuance, the Parent Charter Amendment and the Parent Reverse Stock Split, and shall use its

reasonable best efforts to obtain and solicit such approval. Notwithstanding the foregoing, (A) if on or before the date on

which the Parent Stockholders Meeting is scheduled, Parent reasonably believes that (1) it will not receive proxies

representing the Parent Stockholder Approval, whether or not a quorum is present or (2) it will not have enough shares of

Parent Common Stock represented to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting, Parent

may (and, if requested by the Company, Parent shall) postpone or adjourn, or make one or more successive postponements or

adjournments of, the Parent Stockholders Meeting and (B) Parent may postpone or adjourn the Parent Stockholders Meeting to

allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined,

after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or

amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Parent Stockholders Meeting, as long as

the date of the Parent Stockholders Meeting is not postponed or adjourned more than an aggregate of 30 days in connection with all

such postponements or adjournments pursuant to either or both of the preceding clauses (A) and (B).

(ii)            Notwithstanding

any Parent Change in Recommendation, Parent shall comply with its obligations under Section 5.5(b)(i) unless this Agreement

is terminated in accordance with ‎Article VII prior to the Parent Stockholders Meeting. Without

the prior written consent of the Company, the Parent Share Issuance, the Parent Charter Amendment and the Parent Reverse Stock Split

shall be the only matters (other than matters of procedure and matters required by Law to be voted on by Parent’s stockholders

in connection with the Contemplated Transactions) that Parent shall propose to be acted on by the stockholders of Parent at the Parent

Stockholders Meeting.

5.6            Regulatory

Approvals; Reasonable Best Efforts.

(a)            Subject

to the terms and conditions of this Agreement, each Party shall, and shall cause each of its Subsidiaries and Affiliates to, use its

reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable

under applicable Laws in connection with the Merger or any of the Contemplated Transactions. Notwithstanding anything in this Agreement

to the contrary, Parent and the Company each agree to, and the Company shall cause each Additional Filing Party to, use reasonable best

efforts to (i) prepare and file, as promptly as practicable, but in any event no later than 15 Business Days after the date of this

Agreement as it relates to the HSR Act, any and all documentation to effect all necessary filings required by applicable Antitrust Laws

with respect to the Merger, (ii) deliver as promptly as practicable to the appropriate Governmental Entities any additional information

and documentary material that may be requested by any Governmental Entities in connection with the Merger, and (iii) obtain, as

promptly as practicable, all Consents required to be obtained from any Governmental Entity that are necessary, proper or advisable to

consummate the Merger, including by advocating for antitrust clearance.

(b)            To

the extent permitted by applicable Law, each of the Company and Parent shall promptly advise the other Party of any material communication

between it or its Affiliates and any Governmental Entity (and if in writing, furnish the other party with a copy of such communication)

regarding the Merger contemplated by this Agreement or otherwise materially affecting its ability to timely consummate the Merger contemplated

by this Agreement pursuant to the terms hereof. In furtherance and not in limitation of Section ‎5.6(a), Parent

and the Company shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with,

and provide to the other in advance (to the extent legally permissible), any analyses, presentations, memoranda, briefs, arguments, opinions

and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust

Laws. Without limiting the foregoing, the Parties hereto agree to (i) promptly notify each other of all meetings or substantive

communications with any Governmental Entity relating to any Antitrust Laws, and give each other an opportunity to participate in each

of such meetings, (ii) promptly notify each other of all substantive oral and written communications with any Governmental Entity

relating to any Antitrust Laws, (iii) provide each other with a reasonable advance opportunity to review and comment upon all written

communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity

regarding any Antitrust Laws and (iv) provide each other with copies of all written communications from any Governmental Entity

relating to any Antitrust Laws. Any such disclosures or provision of competitively sensitive materials provided under this Section ‎5.6(b) may

be provided on an outside counsel only basis if deemed advisable by the Parties.

anything in this Agreement to the contrary, each Party shall, and shall cause each of its subsidiaries and Affiliates to, take reasonable

actions necessary to obtain any consents, clearances or approvals required under or in connection with the Antitrust Laws to expeditiously

close the Merger or the other transactions contemplated by this Agreement (and in any event by or before the Termination Date); provided

that, notwithstanding anything to the contrary contained in this Agreement, neither Party shall be required to take, or agree or commit

to take (and without the consent of the other Party, shall not be permitted to take, or agree or commit to take), any actions that would

reasonably be expected to have, individually or in the aggregate, a material and adverse effect on Parent and its Subsidiaries (including

the Company after giving effect to the Closing), taken as a whole, following the Closing; provided, further, that no Party

shall take or agree to take or commit to take any such action unless such action is conditioned upon the Closing.

(d)            Each

Party shall bear its own expenses and costs incurred by such Party in connection with any filings and submissions pursuant to Antitrust

Laws.

(e)            Prior

to the Effective Time, each Party shall use reasonable best efforts to obtain any consents, approvals or waivers of third parties requested

by the other Party hereto with respect to any Contracts to which it is a party as may be necessary for the consummation of the Contemplated

Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Merger or the

other transactions contemplated by this Agreement.

(f)            The

Company, Parent and Merger Sub shall not, and shall cause their respective Subsidiaries and Affiliates not to, acquire or agree to acquire

any rights, interests, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise)

or take any other actions, if such acquisition or action would reasonably be expected to (i) prevent, materially delay, or adversely

affect in any material respect the ability of Parent and its Affiliates or the Company to consummate the Merger or any of the Contemplated

Transactions, or (ii) cause Parent, Merger Sub or the Company to be required to obtain any clearances, consents, approvals, waivers,

waiting period expirations or terminations, non-actions or other authorizations under any Laws with respect to the Merger or the other

transactions contemplated by this Agreement.

5.7            Access;

Consultation. Upon reasonable notice, and except as may otherwise be required by applicable Law, each of the Company and Parent shall,

and shall cause each of its Subsidiaries and their respective Representatives to, afford the other Party’s Representatives reasonable

access (at the requesting Party’s cost) under the supervision of appropriate personnel of the other Party, during normal business

hours during the period prior to the Effective Time, to the other Party’s, and each of its Subsidiaries’ employees, properties,

assets, books, records and contracts and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries

to, furnish promptly to the other all information concerning its or any of its Subsidiaries’ capital stock, business and personnel

as may reasonably be requested by the other, as and when reasonably requested by the requesting Party; provided that no investigation

pursuant to this Section ‎5.7 shall affect or be deemed to modify any representation or warranty made by the Company

or Parent; provided, further that the foregoing shall require neither the Company nor Parent to permit any invasive sampling

or testing or to disclose any information pursuant to this Section ‎5.7 to the extent that (i) in the reasonable

good faith judgment of such Party, any applicable Law requires such Party or its Subsidiaries to restrict or prohibit access to any such

properties or information, (ii) in the reasonable good faith judgment of such Party, the information is subject to confidentiality

obligations to a third party, (iii) disclosure of any such information or document would result in the loss of attorney-client privilege

or (iv) information is not reasonably available or accessible to such Party; provided, further that with respect to

clauses (i) through (iii) of this Section ‎5.7, Parent or the Company, as applicable, shall use its reasonable

best efforts to (x) obtain the required consent of any such third party to provide such inspection or disclosure, (y) develop

an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and

(z) in the case of clauses (i) and (iii), implement appropriate and mutually agreeable measures to permit the disclosure of

such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction

or entry into a customary joint defense agreement with respect to any information to be so provided, if the Parties determine that doing

so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Any investigation

pursuant to this Section ‎5.7 shall be conducted in such a manner as not to interfere unreasonably with the conduct of

the business of the other Party. All requests for information made pursuant to this Section ‎5.7 shall be directed in

writing to an executive officer of the Company or Parent, as applicable, or such Person as may be designated by any such executive officer.

Each Party shall take reasonable steps to ensure that any information it obtains regarding the other Party pursuant to this Section ‎5.7

shall be used solely in connection with, and in furtherance of effecting, the Contemplated Transactions.

5.8            Stock

Exchange Listing. Parent shall use reasonable best efforts to cause the shares of Parent Common Stock to be issued in the Merger

to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Effective Time. The Company will cooperate

with Parent as reasonably requested by Parent with respect to any Nasdaq listing application filed by Parent and promptly furnish to

Parent all information concerning the Company and its stockholders that may be required or reasonably requested in connection with any

action contemplated by this Section 5.8.

5.9            Publicity.

The initial press release with respect to the Merger and the other Contemplated Transactions shall be a joint press release approved

by both Parties and thereafter the Company and Parent shall consult with each other prior to issuing or making, and provide each other

the reasonable opportunity to review and comment on, any press releases or other public announcements with respect to the Contemplated

Transactions and any filings with any Governmental Entity (including any national securities exchange) with respect thereto, except (a) as

may be required by applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange,

(b) any press release or public statement that consists solely of information previously disclosed in all material respects in prior

press releases issued or public statements made by a Party in compliance with this Section ‎5.9, (c) any internal

announcements to employees regarding the Merger so long as such statements consist solely of information previously disclosed in all

material respects in previous press releases issued or public disclosures or public statements made jointly by the Parties (or individually,

if approved by the other Party) or (d) with respect to any Company Change in Recommendation or Parent Change in Recommendation,

or with respect to any Company Superior Proposal or Parent Superior Proposal or Parent’s or the Company’s response thereto.

Notwithstanding the foregoing, Parent shall provide the Company with a reasonable opportunity to review and comment on any broad-based

employee communications by Parent to employees of the Company or its Subsidiaries regarding the Merger or the other Contemplated Transactions

prior to distribution thereof.

5.10          Expenses.

Except as otherwise provided in Section ‎7.5 and Section ‎7.6, whether or not the Merger is consummated,

all costs and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the Party incurring

such expense.

5.11          Indemnification;

Directors’ and Officers’ Insurance.

(a)            From

the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Company

shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or

who becomes prior to the Effective Time, a director or officer of Parent or the Company or any of their respective Subsidiaries (each,

an “Indemnified Person”) against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs

and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation,

whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Person is or

was a director or officer of Parent or the Company or any of their respective Subsidiaries, whether asserted or claimed prior to, at

or after the Effective Time, to the fullest extent permitted under applicable Law (including the DGCL). Each Indemnified Person will

be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding

or investigation from each of Parent and the Surviving Company, jointly and severally, upon receipt by Parent or the Surviving Company

from the Indemnified Person of a request therefor; provided that any person to whom expenses are advanced provides an undertaking,

to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Company Certificate of Incorporation

and the Surviving Company Bylaws shall contain provisions no less favorable than the provisions relating to indemnification, advancement

of expenses and elimination of liability for monetary damages set forth in the Organizational Documents of the Company and Parent immediately

prior to the Effective Time, and such provisions shall not be amended, repealed, abrogated or otherwise modified in any manner that would

adversely affect any Indemnified Person.

(b)            Prior

to the Effective Time, Parent shall purchase a six-year prepaid “tail policy” (the “D&O Tail Policy”)

for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’

and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the Effective

Time with respect to any claim related to any period of time at or prior to the Effective Time, with terms, conditions, retentions and

limits of liability that are no less favorable than the coverage provided Parent’s existing policies as of the date of this Agreement

with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter

claimed against a director or officer of Parent by reason of him or her serving in such capacity that existed or occurred at or prior

to the Effective Time (including in connection with this Agreement or the Contemplated Transactions).

the event Parent or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into

any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers

all or substantially all of its properties and assets to any Person or (iii) engages in any similar transaction, then, and in each

such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be,

shall assume all of the obligations set forth in this Section ‎5.11. Parent shall cause the Surviving Company

to perform all of the obligations of the Surviving Company under this Section ‎5.11.

(d)            The

provisions of this Section ‎5.11 are intended to be in addition to the rights otherwise available to the current

and former officers and directors of Parent and the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of,

and shall be enforceable by, each of the Indemnified Persons, their heirs and their representatives. The obligations set forth in this

Section ‎5.11 shall not be terminated, amended or otherwise modified in any manner that adversely affects any

Indemnified Person, or any person who is a beneficiary under the policies referred to in this Section ‎5.11 and

their heirs and representatives, without the prior written consent of such affected Indemnified Person or other person. Parent shall

pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in successfully enforcing

the rights provided in this Section ‎5.11.

(e)            Notwithstanding

anything herein to the contrary, if any claim (whether arising before, at or after the Effective Time) is made against any of the Indemnified

Persons on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.11 shall continue in

effect until the final disposition of such claim.

5.12         Takeover

Statute. The Company and the Company Board and Parent and the Parent Board shall use their respective reasonable best efforts to

(a) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes

applicable to this Agreement or the Contemplated Transactions and (b) if any state takeover statute or similar statute or regulation

becomes applicable to this Agreement or the Contemplated Transactions, take all action reasonably appropriate to ensure that the Contemplated

Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or

minimize the effect of such statute or regulation on the Contemplated Transactions.

5.13         Control

of Company’s or Parent’s Operations. Nothing contained in this Agreement shall give Parent or the Company, directly or

indirectly, rights to control or direct the operations of the other prior to the Effective Time. Prior to the Effective Time, each of

Parent and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of

its operations.

5.14         Directors

and Officers.

(a)            The

Parties shall use reasonable best efforts and take all necessary action so that immediately after the Effective Time, (i) the Parent

Board is comprised of at least nine members, with between seven and ten such members designated by the Company in its discretion, two

such members designated by Parent, subject to the reasonable approval of the Company (the “Legacy Parent Directors”)

(with the Person listed as chair of the Parent Board in Exhibit G designated by the Company as the chair of the Parent Board),

with each such designee set forth in Exhibit G as added or modified from time to time in accordance with this Section ‎5.14(a),

(ii) the Persons listed in Exhibit G under the heading “Officers” are elected or appointed, as applicable,

to the positions of officers of Parent, as set forth therein, to serve in such positions effective as of the Effective Time until successors

are duly appointed and qualified in accordance with applicable Law and (iii) the board of directors and officers of the Surviving

Company are as set forth in Exhibit G. If any Person listed in Exhibit G is unable or unwilling to serve as an

officer of Parent, as set forth therein, as of the Effective Time, the Parties shall mutually agree upon a successor. The Persons listed

in Exhibit G under the heading “Board Designees – Company” shall be the Company’s designees pursuant

to clause (i) of this Section ‎5.14(a) (which list may be changed by the Company at any time prior to

the Closing by written notice to Parent to include different board designees). Each Person listed in Exhibit G under the

heading “Committee Members” shall be a member of the committee of the Parent Board set forth opposite such Person’s

name, in each case effective as of immediately after the Effective Time (which list may be added or changed by the Company at any time

prior to the Closing by written notice to Parent to include different Committee Members). Prior to the Closing, the Company may, in its

discretion, determine that the Parent Board will be a classified board following the Closing and designate a class to each designee set

forth in Exhibit G.

(b)            The

Company Board and the Parent Board (or, in each case, a duly authorized committee thereof) shall, prior to the Effective Time, take all

such actions within its control as may be necessary or appropriate to cause the Contemplated Transactions and any other dispositions

of equity securities of the Company and acquisitions of equity securities of Parent (including derivative securities) in connection with

the Contemplated Transactions by each individual who is a director or executive officer of the Company or is or may become a director

or executive officer of Parent in connection with the Contemplated Transactions to be exempt under Rule 16b-3 promulgated under

the Exchange Act.

the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with each individual

to be appointed to, or serving on, the board of directors of Parent upon the Closing, which indemnification agreements shall continue

to be effective following the Closing.

5.15          Lock-Up

Agreements. Parent and the Company shall use reasonable best efforts to cause each individual who will serve as a director or executive

officer of Parent following the Closing to execute and deliver a Company Lock-Up Agreement or Parent Lock-Up Agreement, as applicable,

and such other stockholders of the Parties as may be otherwise agreed by the Parties to execute and deliver a Company Lock-Up Agreement

or Parent Lock-Up Agreement, as applicable, in each case no later than the Closing. Pursuant to each Lock-Up Agreement, the signatory

shall agree not to sell, transfer, pledge, hypothecate or otherwise dispose of any shares of Parent Common Stock held by such signatory

for a period of 180 days following the Closing, subject to customary exceptions.

5.16         Approval

by Sole Stockholder of Merger Sub. Immediately (and in any event within 24 hours) following the execution and delivery of this Agreement

by the Parties, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement and approve the Merger, in accordance with Delaware

Law, by written consent.

5.17         Stockholder

Litigation. Each Party shall notify the other Party, in writing and promptly after acquiring knowledge thereof, of any Legal Proceedings

related to this Agreement, the Merger or the other Contemplated Transactions that is brought against or, to the Knowledge of the Company

or Parent, threatened against, either Party, either Party’s Subsidiaries and/or any of their respective directors or officers (collectively,

“Transaction Litigation”) and shall keep the other Party informed on a reasonably current basis with respect to the

status thereof. Each Party shall control any Transaction Litigation brought against such Party or such Party’s Subsidiaries and/or

any of their respective directors or officers. Each Party shall provide the other Party (a) the opportunity to participate in the

defense of any such Transaction Litigation and (b) the right to review and comment in advance on all material filings or responses

to be made by the Parties in connection with any such Transaction Litigation (and the Parties shall in good faith take such comments

and other advice into consideration). The Parties agree to cooperate in the defense and settlement of any such Transaction Litigation,

and neither Party shall settle any such Transaction Litigation without the prior written consent of the other Party (not to be unreasonably

withheld, conditioned or delayed), except that such other Party will not be obligated to consent to any settlement that does not include

a full release of the said Party and such Party’s Affiliates or that imposes an injunction or other equitable relief upon the said

Party or any of its Affiliates. Without limiting in any way the Parties’ obligations under Section ‎5.6, each of

the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate in the defense or settlement of any Transaction

Litigation contemplated by this Section ‎5.17. For purposes of this Section ‎5.17, with respect to a

Party not controlling a Transaction Litigation, “participate” means that such Party will be kept reasonably apprised by the

Party controlling such Transaction Litigation of proposed strategy and other significant decisions with respect to such Transaction Litigation

(to the extent that the attorney-client privilege between such controlling Party and its counsel is not undermined or otherwise adversely

affected), and such non-controlling Party may offer comments or suggestions with respect to such Transaction Litigation but will not

be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent

set forth above.

5.18         Tax

Treatment.

(a)

Each of Parent and Merger Sub shall use its respective reasonable best efforts to, and cause each of

their respective Subsidiaries to, cause the Merger to qualify for the Intended Tax Treatment. Neither Parent nor Merger Sub shall

take any action (or fail to take any action, including failing to use its reasonable best efforts to proscribe any of its respective

Subsidiaries from taking any action) that could reasonably be expected to prevent or impede such qualification.

(b)            The

Company shall use its reasonable best efforts to, and cause its Subsidiaries to, cause the Merger to qualify for the Intended Tax Treatment.

The Company shall not take any action (or fail to take any action, including failing to use its reasonable best efforts to proscribe

any of its Subsidiaries from taking any action) that could reasonably be expected to prevent or impede such qualification.

otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code or any

analogous provision of applicable state, local or foreign Law, (i) each of the Parties shall report the Merger for U.S. federal

income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code in all Tax Returns,

and (ii) none of the Parties shall take any Tax reporting position inconsistent with the characterization of the Contemplated Transactions

as a “reorganization” under Section 368(a) of the Code. The Parties to this Agreement adopt this Agreement as a

“plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), to which Parent,

Merger Sub and the Company are parties under Section 368(b) of the Code. In the event that the Merger would be reasonably likely

to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, each of the Parties

agrees to use reasonable best efforts to adopt an alternative structure, including a “two-step merger” described in Revenue

Ruling 2001-46, if applicable, that would permit the Contemplated Transactions to qualify for tax-deferred treatment under the Code.

(d)            If,

in connection with the preparation and filing of the Proxy Statement/Prospectus, the Registration Statement or any other filing required

by applicable Law or the SEC’s review thereof, the SEC requests or requires that a tax opinion with respect to the U.S. federal

income tax consequences of the Merger and the Intended Tax Treatment be prepared and submitted (a “Tax Opinion”),

(i) Parent and the Company shall each use their respective reasonable best efforts to deliver to Fenwick & West LLP, counsel

to the Company, and to Freshfields US LLP, counsel to Parent, customary Tax representation letters satisfactory to each such counsel,

dated and executed as of such date(s) as determined to be reasonably necessary by each such counsel in connection with the preparation

and filing of such Registration Statement or any other filing required by applicable Law, (ii) the Company shall use its reasonable

best efforts to cause Fenwick & West LLP to furnish a Tax Opinion addressed to the Company, subject to customary assumptions

and limitations, satisfactory to the SEC and (iii) Parent shall use its reasonable best efforts to cause Freshfields US LLP to furnish

a Tax Opinion addressed to Parent, subject to customary assumptions and limitations, satisfactory to the SEC.

(e)            Notwithstanding

anything to the contrary contained herein, Parent and the Company each shall pay 50% of all transfer, documentary, sales, use, stamp,

registration, value added or other similar Taxes incurred in connection with the Merger, and the portion paid for by Parent will be treated

as a Transaction Expense of Parent hereunder. The party responsible under applicable Law shall file any necessary Tax Returns with respect

to all such Taxes, and, if required by applicable Law, each of Parent, the Company and their respective Affiliates shall join in the

execution of any such Tax Returns.

5.19         Parent

Resignations. Parent shall obtain and deliver to the Company at or prior to the Effective Time (or, at the option of the Company,

at a later date) the resignation of each officer and director of Parent and each of its Subsidiaries, effective as of the Effective Time

(it being understood that such resignation shall not constitute a voluntary termination of employment under any employment agreement

or Parent Benefit Plan applicable to such individual’s status as an officer or director of Parent or a Subsidiary thereof).

5.20         Obligations

of Merger Sub and Surviving Company. Parent will take all action necessary to cause each of Merger Sub and the Surviving Company

to perform their respective obligations under this Agreement before and after the Effective Time.

5.21         Closing

Dividend; CVR Agreement.

(a)            Prior

to the Effective Time, Parent may declare a dividend (the “Closing Dividend”) to its stockholders of record of one

contingent value right (each, a “CVR”) for each outstanding share of Parent Common Stock held by such stockholder

as of the close of business on the last Business Day prior to the day on which the Effective Time occurs (the “CVR Record Date”),

each CVR representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and

in accordance with the terms and conditions of, a Contingent Value Rights Agreement to be entered into by Parent and a rights agent (the

“Rights Agent”) selected by Parent with the Company’s prior written approval (such approval not to be unreasonably

withheld, delayed or conditioned) (the “CVR Agreement”), in substantially the form attached hereto as Exhibit H,

with such customary or reasonable revisions to the CVR Agreement that are requested by the Rights Agent. The payment date for the Closing

Dividend shall be three Business Days after the Effective Time; provided that the payment of such dividend shall be expressly

conditioned upon the occurrence of the Effective Time, and if the Effective Time does not occur for any reason following the setting

of the CVR Record Date, (i) the Closing Dividend shall be deemed not to have been declared, (ii) no CVRs shall be issued or

distributed to any holder of Parent Common Stock, (iii) the CVR Agreement shall be of no force or effect and (iv) Parent shall

have no obligation to any holder of Parent Common Stock with respect to any CVR or the Closing Dividend.

(b)            In

the event Parent declares the Closing Dividend, prior to the Effective Time, Parent shall authorize and duly adopt, execute and deliver

the CVR Agreement, and shall instruct the Rights Agent selected by Parent pursuant to Section ‎5.21(a) to

execute and deliver the CVR Agreement.

5.22         Parent

Reverse Stock Split. Unless otherwise agreed by the Parties, Parent shall submit to Parent’s stockholders at the Parent Stockholders

Meeting a proposal to approve and adopt an amendment to Parent’s certificate of incorporation to authorize the Parent Board to

effect a reverse stock split of all outstanding shares of Parent Common Stock at a reverse stock split ratio mutually agreed to by the

Company and Parent (the “Parent Reverse Stock Split”), and shall take such other actions as shall be reasonably necessary

to effectuate the Parent Reverse Stock Split. The Parent Reverse Stock Split may take effect prior to the Effective Time to the extent

Parent determines that would be necessary or advisable to comply with Nasdaq Rule 5110(a) or any other Nasdaq rule or

regulation.

5.23         Wind-Down

Activities and Legacy Transactions; Parent Employees.

(a)            Parent

shall use its commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization transaction

with respect to the Parent Legacy Business (each, a “Parent Legacy Transaction”); provided that (i) the

prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed) shall be required prior to Parent’s

entry into any definitive agreement, or binding term sheet or letter of intent, relating to any Parent Legacy Transaction and (ii) Parent

shall not be required to enter into any specific Parent Legacy Transaction. Parent shall keep the Company reasonably informed of the

status of any Parent Legacy Transaction.

(b)            Parent

and the Company shall work together in good faith (and in consultation with one or more nationally recognized wind-down consultants)

to reach agreement within 30 days of the date of this Agreement on a mutually acceptable written schedule (the “Wind-Down Schedule”)

that sets forth the actions that would be required in order to wind down the Parent Legacy Business (the “Wind-Down Activities”)

and the costs to effect such Wind-Down Activities (the “Wind-Down Costs”) or a methodology to determine such costs,

with the goals of (i) minimizing and eliminating remaining obligations and Liabilities of Parent while at the same time maximizing

the amount of Parent Net Cash and (ii) preserving cash. Parent and the Company shall work together in good faith to ensure that

the Wind-Down Schedule addresses, among other matters, current and non-current accrued liabilities, long-term contract obligations of

Parent (including deferred revenue) and liabilities arising under service contracts in effect prior to the Closing (the “Specified

Cash-Walk Items”).

lieu of pursuing a Parent Legacy Transaction with respect to all or any portion of the Parent Legacy Business, Parent may elect at any

time to commence the Wind-Down Activities. In the event that Parent has not entered into a definitive agreement for the disposition of

a particular portion of the Parent Legacy Business on or prior to the date that the Registration Statement is declared effective under

the Securities Act, Parent shall be required to undertake, and to cause its Subsidiaries to undertake, the Wind-Down Activities, together

with such modifications as may be mutually agreed by Parent and the Company, acting reasonably, with respect to such portion of the Parent

Legacy Business.

(d)            Parent

agrees to take the actions set forth on Section ‎5.23(d) of the Parent Disclosure Schedule.

5.24         Termination

of Company Investor Agreements. The Company shall cause any stockholder agreements, voting agreements, registration rights agreements,

co-sale agreements and any other similar Contracts between the Company and any holders of Company Capital Stock, including any such Contract

granting any Person investor rights, rights of first refusal, registration rights or director designation rights, including the Contracts

set forth on Schedule C except as noted in such schedule (collectively, the “Investor Agreements”), to be terminated

immediately prior to the Effective Time, without any material liability being imposed on the part of Parent or the Surviving Company;

provided that any liabilities remaining under any Investor Agreement shall not be included in the definition of Parent Net Cash

or as a “Permitted Deduction” under the CVR Agreement; provided, further, that no action by the Company or

any party to an Investor Agreement shall be required under this Section ‎5.24 for any Investor Agreements that automatically

terminate at the Effective Time by operation of the express terms of such Investor Agreements.

5.25         Parent

Equity Plans.

(a)            Prior

to the Effective Time, the Parent Board shall adopt the Post-Closing Equity Incentive Plan, subject to the Closing and effective as of

the Effective Time, and shall include a proposal in the Proxy Statement/Prospectus for the stockholders of Parent to approve the Post-Closing

Equity Incentive Plan. Subject to the approval of the Post-Closing Equity Incentive Plan by the stockholders of Parent prior to the Effective

Time, Parent shall file with the SEC, promptly after the Effective Time and at the Company’s expense, a registration statement

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

respect to the Post-Closing Equity Incentive Plan.

(b)            Prior

to the Effective Time, the Parent Board shall adopt the Post-Closing ESPP, subject to the Closing and effective as of the Effective Time,

and shall include a proposal in the Proxy Statement/Prospectus for the stockholders of Parent to approve the Post-Closing ESPP. Subject

to the approval of the Post-Closing ESPP by the stockholders of Parent prior to the Effective Time, Parent shall file with the SEC, promptly

after the Effective Time and at the Company’s expense, a registration statement on Form S-8 (or any successor form), if available

for use by Parent, relating to the shares of Parent Common Stock issuable with respect to the Post-Closing ESPP. For the avoidance of

doubt, approval of the Post-Closing Equity Incentive Plan and Post-Closing ESPP by the stockholders of Parent shall not be a condition

to Closing.

least 15 Business Days prior to the Effective Time, the Parent Board (or the Human Capital Committee of the Parent Board) shall terminate

each then-current offering period under the Parent ESPP and shall refund all contributions made by participants in the Parent ESPP, in

each case, in accordance with applicable Laws and the terms of the Parent ESPP. Following such termination, no new offering period will

commence prior to the Effective Time. If requested by the Company in writing at least five Business Days prior to the Closing, the Parent

Board shall also terminate the Parent ESPP, subject to the Closing and effective as of the Effective Time.

(d)            Parent

shall provide the Company with a copy of any resolutions, proposals, or other corporate actions (the form and substance of which shall

be subject to reasonable review and approval by the Company; provided that such approval shall not be unreasonably withheld, conditioned

or delayed) required by this Section 5.25.

5.26         Termination

of the Parent’s 401(k) Plan. Unless otherwise directed by the Company in writing at least five Business Days before the

Effective Time, Parent shall take all necessary actions to terminate each Parent Benefit Plan intended to be qualified under Section 401(a) of

the Code (each, a “Parent 401(k) Plan”), with such termination effective as of no later than the date immediately

preceding the Closing Date. Parent shall provide the Company with a copy of any resolutions or other corporate action (the form and substance

of which shall be subject to reasonable review and approval by the Company; provided that such approval shall not be unreasonably

withheld, conditioned or delayed) evidencing that the Parent 401(k) Plans will be terminated effective as of no later than the date

immediately preceding the Closing Date, contingent upon the Effective Time, and will adopt any necessary amendments to the Parent 401(k) Plans

to effect such termination. Prior to and conditioned upon termination of the Parent 401(k) Plans or, with respect to any employees

who are to be transferred pursuant to any Parent Legacy Transaction, the consummation of a Parent Legacy Transaction, Parent shall take

any action necessary to fully vest any and all unvested amounts of the accounts of all participants in the Parent 401(k) Plans that

are impacted by such termination or by a Parent Legacy Transaction, as applicable.

5.27         Company

Preferred Stock. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in

accordance with its terms, the Company shall not, and shall not permit any of its Subsidiaries to, take, authorize, approve or permit

any action that results in, or would reasonably be expected to result in, a material adjustment to the Conversion Price (as defined in

the certificate of incorporation of the Company) or the conversion rate of any series of the Company Preferred Stock.

Article VI

CONDITIONS

6.1           Conditions

to Each Party’s Obligation to Effect the Contemplated Transactions. The respective obligation of each Party to effect the Merger

and the other Contemplated Transactions is subject to the satisfaction or waiver as of immediately prior to the Closing of each of the

following conditions:

(a)            Stockholder

Approvals. (i) The Company Stockholder Approval shall have been obtained in accordance with applicable Law and the Company’s

Organizational Documents and (ii) the Parent Stockholder Approval shall have been obtained in accordance with applicable Law and

Parent’s Organizational Documents.

(b)            Legal

Restraint. No applicable Law and no Judgment, preliminary, temporary or permanent, or other legal restraint and no binding order

or determination by any Governmental Entity of competent jurisdiction (collectively, the “Legal Restraints”) shall

be in effect that prevents, restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger or any of the Contemplated

Transactions.

Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending

the effectiveness of the Registration Statement shall have been issued and remain in effect, and no Legal Proceedings for that purpose

shall have been initiated or threatened in writing by the SEC, unless subsequently withdrawn.

(d)            Nasdaq

Listing. The existing shares of Parent Common Stock shall be listed on Nasdaq as of the Closing Date, and the shares of Parent Common

Stock issuable in connection with the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance.

(e)            Competition

Clearances. The waiting period (and any extension thereof) applicable to the Merger or any of the Contemplated Transactions under

the HSR Act shall have expired or been terminated, and any consents, authorizations, clearances and approvals required to be obtained

with respect to the Merger or any of the Contemplated Transactions under the foreign Antitrust Laws forth in Section ‎6.1(e) of

the Company Disclosure Schedules shall have been obtained.

6.2           Conditions

to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and the other Contemplated

Transactions are also subject to the satisfaction or waiver by Parent as of immediately prior to the Closing of the following conditions:

(a)            Representations

and Warranties. (i) The representations and warranties of the Company contained in this Agreement (except for the representations

and warranties contained in Sections ‎3.1 (Organizational Documents), ‎3.2(a) (Due Organization),

‎3.2(c) (Subsidiaries), ‎3.3 (Capitalization), ‎3.4 (Authority;

Binding Nature of Agreement; Required Vote), ‎3.5(a)(i) (Non-Contravention; Consents), ‎3.5(c) (Takeover

Laws), ‎3.7(b) (Absence of Changes), and ‎3.22 (Brokers and Finders)) shall be

true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”

set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time (except

to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations

and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material

Adverse Effect” set forth therein) would not have a Company Material Adverse Effect (disregarding for purposes of this Section 6.2(a) clause

(2) of the definition thereof); (ii) the representations and warranties of the Company contained in Sections ‎3.1

(Organizational Documents), ‎3.2(a) (Due Organization), ‎3.2(c) (Subsidiaries),

‎3.3 (Capitalization) (other than Section ‎3.3(a), Section ‎3.3(b),

the first and second sentences of Section ‎3.3(d), Section ‎3.3(e) and Section ‎3.3(g)),

‎3.4 (Authority; Binding Nature of Agreement; Required Vote), ‎3.5(a)(i) (Non-Contravention;

Consents), ‎3.5(c) (Takeover Laws) and ‎3.22 (Brokers and Finders) shall be true

and correct (A) in all respects, in the case of any such representations and warranties to the extent they are qualified within

the text thereof by any “materiality” or “Company Material Adverse Effect” qualifications or (B) in all

material respects, in the case of any such representations and warranties to the extent they are not so qualified within the text thereof

by any such “materiality” or “Company Material Adverse Effect” qualifications, in each case at and as of the

date of this Agreement and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of

an earlier date, in which case as of such earlier date); (iii) the representations and warranties of the Company contained in Section ‎3.3(a),

Section ‎3.3(b), the first and second sentences of Section ‎3.3(d), the first sentence

of Section ‎3.3(e) and Section ‎3.3(g) (Capitalization) shall be true and correct

in all respects, except for de minimis inaccuracies, at and as of the date of this Agreement and at and as of the Closing Date

as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

and (iv) the representations and warranties of the Company contained in Section ‎3.7(b) (Absence of

Changes) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as if made

at and as of such time.

(b)            Performance

of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed

by it under this Agreement at or prior to the Closing.

Company Material Adverse Effect. After the date of this Agreement, there shall not have occurred and be continuing a Company Material

Adverse Effect.

(d)            Company

Closing Deliverables.

(i)            Parent

shall have received at the Closing a certificate signed on behalf of the Company by a senior executive officer of the Company to the

effect that the conditions set forth in Sections ‎6.2(a), ‎(b) and ‎(c) have

been satisfied.

(ii)            Parent

shall have received at the Closing a properly executed certification that the Company Shares are not “United States real property

interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS

(which shall be filed by Parent with the IRS following the Closing) in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

(iii)           Company

Stockholder Written Consent. The Company shall have delivered to Parent the Company Stockholder Written Consent.

(iv)          Termination

of Obligations under the Investor Agreements. The Company shall have delivered to Parent evidence reasonably satisfactory to Parent

that, as of the Effective Time, all of the obligations of the Company under each of the Investor Agreements have been terminated without

any material liability being imposed on the part of Parent or the Surviving Company (other than such Investor Agreements that automatically

terminate at the Effective Time by operation of the express terms of such Investor Agreements), except as provided in Schedule C.

6.3           Conditions

to Obligation of Company. The obligations of the Company to effect the Merger and the other Contemplated Transactions are also subject

to the satisfaction or waiver by the Company as of immediately prior to the Closing of the following conditions:

(a)            Representations

and Warranties. (i) The representations and warranties of Parent contained in this Agreement (except for the representations

and warranties contained in Sections ‎4.1 (Organizational Documents), ‎4.2(a) (Due Organization),

‎4.2(c) (Subsidiaries), ‎4.3 (Capitalization), ‎4.4 (Authority;

Binding Nature of Agreement; Required Vote), ‎4.5(a)(i) (Non-Contravention; Consents), ‎4.5(c) (Takeover

Laws), ‎4.6(f) (Financial Statements), ‎4.7(b) (Absence of Changes), ‎4.22

(Brokers and Finders) and ‎4.24 (first sentence only) (Opinion of Financial Advisor)) shall be true and correct

(without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein)

at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time (except to the extent expressly

made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to

be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect”

set forth therein) would have a Parent Material Adverse Effect; (ii) the representations and warranties of Parent contained in Sections

‎4.1 (Organizational Documents), ‎4.2(a) (Due Organization), ‎4.2(c) (Subsidiaries),

‎4.3 (Capitalization) (other than Section ‎4.3(a), Section ‎4.3(b),

the first and second sentences of Section ‎4.3(d) and Section ‎4.3(e)), ‎4.4

(Authority; Binding Nature of Agreement; Required Vote), ‎4.5(a)(i) (Non-Contravention; Consents), ‎4.5(c) (Takeover

Laws), ‎4.6(f) (Financial Statements), ‎4.22 (Brokers and Finders) and ‎4.24

(first sentence only) (Opinion of Financial Advisor) shall be true and correct (A) in all respects, in the case of any such representations

and warranties to the extent they are qualified within the text thereof by any “materiality” or “Parent Material Adverse

Effect” qualifications or (B) in all material respects, in the case of any such representations and warranties to the extent

they are not so qualified within the text thereof by any such “materiality” or “Parent Material Adverse Effect”

qualifications, in each case at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time

(except to the extent expressly made as of an earlier date, in which case as of such earlier date); (iii) the representations and

warranties of Parent contained in Section ‎4.3(a), Section ‎4.3(b), the first and second

sentences of Section ‎4.3(d) and the first sentence of Section ‎4.3(e) (Capitalization)

shall be true and correct in all respects, except for de minimis inaccuracies, at and as of the date of this Agreement and at

and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case

as of such earlier date); and (iv) the representations and warranties of Parent contained in Section ‎4.7(b) (Absence

of Changes) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as if

made at and as of such time.

(b)            Performance

of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations

required to be performed by it under this Agreement at or prior to the Closing.

Parent Material Adverse Effect. After the date of this Agreement, there shall not have occurred and be continuing a Parent Material

Adverse Effect.

(d)            Parent

Charter Amendment. Parent shall have effected the Parent Charter Amendment and delivered to the Company a file-stamped copy of the

amendment to Parent’s certificate of incorporation effecting the Parent Charter Amendment.

(e)            Parent

Certificate. The Company shall have received at the Closing a certificate signed on behalf of Parent by a senior executive officer

of Parent to the effect that the conditions set forth in Sections ‎6.3(a), ‎(b) and ‎(c) have

been satisfied.

(f)            Resignations.

The Company shall have received copies of the resignations, effective as of the Effective Time, of each director and officer (for such

officers, limited to the offices held by such officers and not to such officer’s employment) of Parent and its Subsidiaries, other

than a resignation from the individuals designated directors to the Parent Board by Parent in accordance with Section ‎5.14(a).

6.4            Frustration

of Conditions. None of the Company, Parent or Merger Sub may rely, either as a basis for not consummating the Merger or the other

transactions or terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Sections ‎6.1,

‎6.2 or ‎6.3, as the case may be, to be satisfied if such failure was caused by such Party’s material breach

of any provision of this Agreement.

Article VII

TERMINATION

7.1            Termination

by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether

before or after satisfaction of the condition referred to in Section ‎6.1(a), by mutual written consent of the Company

and Parent.

7.2            Termination

by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective

Time by either Parent or the Company if:

(a)            the

Merger shall not have been consummated by 11:59 p.m. (Eastern Time) on March 31, 2027, (the “Termination Date”):

provided that the right to terminate this Agreement under this Section ‎7.2(a) shall not be available to

any Party if its material breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Merger

to be consummated by the Termination Date;

(b)            the

Parent Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof,

in each case at which a vote upon the Parent Stockholder Approval was taken; or

Restraint giving rise to such non-satisfaction shall have become final and non-appealable; provided that the terminating

Party shall have complied with its obligations pursuant to Section ‎5.6 in respect of any such Legal

Restraint.

7.3           Termination

by Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by the Company

if:

(a)            at

any time prior to the Parent Stockholder Approval having been obtained, (i) a Parent Change in Recommendation shall have occurred,

(ii) the Parent Board shall have failed to publicly reaffirm the Parent Board Recommendation within 10 Business Days after the Company

so requests in writing (provided that the Company shall be limited to one such request with respect to any Parent Acquisition

Proposal unless such Parent Acquisition Proposal has been modified, and then one such request with respect to any such modification)

following the public disclosure of any Parent Acquisition Proposal with any Person other than the Company (or if the Parent Stockholders

Meeting is scheduled to be held within 10 Business Days of the written request of the Company, promptly and in any event prior to the

date on which the Parent Stockholders Meeting is scheduled to be held), (iii) the Parent Board shall have failed to publicly recommend

against any tender offer or exchange offer subject to Regulation 14D under the Exchange Act that constitutes a Parent Acquisition Proposal

(including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by Parent’s

stockholders) within 10 Business Days of the commencement of such tender offer or exchange offer or (iv) Parent shall have intentionally

and materially breached its obligations set forth in Section ‎5.3(a); provided that the Company’s

right to terminate this Agreement pursuant to this Section ‎7.3(a) shall expire upon receipt of the Parent

Stockholder Approval; or

(b)            at

any time prior to the Effective Time, whether before or after satisfaction of the condition referred to in Section ‎6.1(a) is

obtained, if there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub in this Agreement,

or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth

in Section ‎6.3(a) or Section ‎6.3(b), as the case may be, would not be satisfied

and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) 30 days following

notice to Parent from the Company of such breach or failure and (ii) the date that is one Business Day prior to the Termination

Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section ‎7.3(b) if

the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement.

7.4           Termination

by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

(a)            at

any time prior to the Company Stockholder Approval having been obtained, (i) a Company Change in Recommendation shall have occurred

or (ii) the Company shall have intentionally and materially breached its obligations set forth in Section ‎5.2(a);

provided that Parent’s right to terminate this Agreement pursuant to this Section ‎7.4(a) shall expire

upon receipt of the Company Stockholder Approval; or

(b)            at

any time prior to the Effective Time, whether before or after satisfaction of the condition referred to in Section ‎6.1(a) is

obtained, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or

any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth in

Section ‎6.2(a) or Section ‎6.2(b), as the case may be, would not be satisfied and

such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) 30 days following notice

to the Company from Parent of such breach or failure and (ii) the date that is one Business Day prior to the Termination Date; provided

that Parent shall not have the right to terminate this Agreement pursuant to this Section ‎7.4(b) if Parent

is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement; or

the Company does not deliver to Parent the Company Stockholder Written Consent constituting the Company Stockholder Approval within 24

hours following execution and delivery of this Agreement.

7.5           Company

Termination Fee and Expense Reimbursement.

(a)            In

the event that (i) (A) after the date of this Agreement, a Company Acquisition Proposal shall have been made to the Company

and such Company Acquisition Proposal shall not have been withdrawn at the time the Company Stockholder Approval is obtained, or a third

party has announced an intention to make a Company Acquisition Proposal and such intention shall not have been withdrawn at the time

the Company Stockholder Approval is obtained, (B) this Agreement is terminated by the Company or Parent pursuant to Section ‎7.2(a) or

Section ‎7.2(b), or by Parent pursuant to Section ‎7.4(b), and (C) within 12 months after such termination,

the Company enters into a Company Alternative Acquisition Agreement with respect to a Company Acquisition Proposal or consummates a Company

Acquisition Proposal (solely for purposes of this Section ‎7.5(a)(i), the references to “25%” in the definition

of Company Acquisition Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by

Parent pursuant to Section ‎7.4(a); then the Company shall, within two Business Days after such termination in the case

of clause (ii) or within one Business Day after the consummation of a Company Acquisition Proposal, in the case of clause (i), pay

(or cause to be paid) to Parent the Company Termination Fee by wire transfer of same day funds (provided that if either the Company

or Parent terminates this Agreement pursuant to Section ‎7.2(a) or Section ‎7.2(b) at any time

when Parent would then be been permitted to terminate this Agreement pursuant to Section ‎7.4(a), this Agreement shall

be deemed terminated pursuant to Section ‎7.4(a) for purposes of this Section ‎7.5(a)); provided,

further, that if this Agreement was validly terminated pursuant to Section ‎7.2(b) or Section ‎7.4(b),

the Company Termination Fee shall be reduced by an amount equal to the Parent Fee Reimbursement actually paid to Parent pursuant to Section ‎7.5(b).

In no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

(b)            If

this Agreement is terminated by Parent pursuant to Section ‎7.4(c), the Company shall reimburse Parent for all reasonable

out of pocket fees and expenses incurred by Parent in connection with this Agreement and the Contemplated Transactions (which shall not

include any fees and expenses incurred by Parent in connection with any Parent Legacy Transaction), up to a maximum of $5,000,000 (the

“Parent Fee Reimbursement”), by wire transfer of same day funds within five Business Days following the date on which

Parent submits to the Company true and correct copies of reasonable documentation supporting such expenses.

7.6           Parent

Termination Fee and Expense Reimbursement.

(a)            In

the event that (i) (A) after the date of this Agreement, a Parent Acquisition Proposal shall have been made to Parent and such

Parent Acquisition Proposal becomes publicly known prior to the Parent Stockholders Meeting and, in either case, such Parent Acquisition

Proposal shall not have been withdrawn at the time of the Parent Stockholders Meeting, or a third party has publicly announced an intention

to make a Parent Acquisition Proposal and such intention shall not have been withdrawn at the time of the Parent Stockholders Meeting,

(B) this Agreement is terminated by Parent or the Company pursuant to Section ‎7.2(a) or Section ‎7.2(c),

or by the Company pursuant to Section ‎7.3(b), and (C) within 12 months after such termination, Parent enters into

a Parent Alternative Acquisition Agreement with respect to a Parent Acquisition Proposal or consummates a Parent Acquisition Proposal

(solely for purposes of this Section ‎7.6(a)(i), the references to “15%” in the definition of Parent Acquisition

Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by the Company pursuant to

Section ‎7.3(a); then Parent shall, within two Business Days after such termination in the case of clause (ii) or

within one Business Day after the consummation of a Parent Acquisition Proposal, in the case of clause (i), pay (or cause to be paid)

to the Company the Parent Termination Fee by wire transfer of same day funds (provided that if either the Company or Parent terminates

this Agreement pursuant to Section ‎7.2(a) or Section ‎7.2(c) at any time after the Company

would have been permitted to terminate this Agreement pursuant to Section ‎7.3(a), this Agreement shall be deemed terminated

pursuant to Section ‎7.3(a) for purposes of this Section ‎7.6(a)); provided, further,

that if this Agreement was validly terminated pursuant to Section ‎7.2(c) or Section ‎7.3(b), the

Parent Termination Fee shall be reduced by an amount equal to the Company Fee Reimbursement actually paid to the Company pursuant to

Section ‎7.6(b). In no event shall Parent be required to pay the Parent Termination Fee on more than one occasion.

(b)            If

this Agreement is terminated pursuant to Section ‎7.2(b), Parent shall reimburse the Company for all reasonable out of

pocket fees and expenses incurred by the Company in connection with this Agreement and the Contemplated Transactions, up to a maximum

of $5,000,000 (the “Company Fee Reimbursement”), by wire transfer of same day funds within five Business Days following

the date on which the Company submits to Parent true and correct copies of reasonable documentation supporting such expenses.

7.7            Notice

of Termination. The Party desiring to terminate this Agreement pursuant to Section ‎7.1, Section ‎7.2,

Section ‎7.3 or Section ‎7.4 shall give written notice of such termination to the other Parties in accordance

with Section ‎8.7, specifying the provision of this Agreement pursuant to which such termination is effected.

7.8            Effect

of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this

‎Article VII, this Agreement (other than as set forth in this Section ‎‎7.8 and in Section ‎8.1)

shall become void and of no effect with no liability on the part of any Party (or of any of its respective Representatives); provided

that no such termination shall relieve any Party (a) from any liability for Fraud or Willful Breach of this Agreement prior to such

termination and (b) from any obligation to pay, if applicable, the Company Termination Fee pursuant to Section 7.5 or

the Parent Termination Fee pursuant to Section 7.6, as applicable. For purposes of this Agreement, the term “Willful

Breach” means a deliberate act or a deliberate failure to act, taken or not taken with the actual knowledge that such act or

failure to act would, or would reasonably be expected to, result in or constitute a material breach of this Agreement, regardless of

whether breaching was the object of the act or failure to act.

7.9            Remedies.

(a)            Each

Party acknowledges that the agreements contained in Sections 7.5 and 7.6 are an integral part of the Contemplated Transactions,

and that, without these agreements, no Party would have entered into this Agreement; accordingly, if the Company fails to pay promptly

the Company Termination Fee pursuant to Section 7.5 or Parent fails to pay promptly the Parent Termination Fee pursuant to

Section 7.6 (each, a “Termination Fee”), and, in order to obtain such Termination Fee, the Party entitled

to receive such Termination Fee (the “Recipient”) commences a suit which results in a judgment against the Party

obligated to pay such Termination Fee (the “Payor”), the Payor shall pay to the Recipient its costs and expenses (including

attorneys’ fees) in connection with such suit, together with interest on such Termination Fee at the prime rate in effect on the

date such Termination Fee was required to be paid through the date of full payment thereof.

(b)            The

Parties agree that the monetary remedies set forth in this ‎Article VII and the specific performance remedies

set forth in Section ‎8.12 shall be the sole and exclusive remedies of (i) the Company and its Subsidiaries

against Parent, Merger Sub and any of their respective former, current or future general or limited partners, stockholders, managers,

members, Representatives or Affiliates, on the one hand, and of Parent, Merger Sub and any of their respective former, current or future

general or limited partners, stockholders, managers, members, Representatives or Affiliates against the Company and its Subsidiaries,

on the other hand, for any loss suffered as a result of the failure of the Merger to be consummated except in the case of Fraud or a

Willful Breach of this Agreement (in which case only the breaching Party (and not the stockholders of such Party) shall be liable for

damages for such Fraud or Willful Breach, and such liability shall not be limited to the amount of the applicable Termination Fee), and

upon payment of such amount, none of the Parties or any of their respective former, current or future general or limited partners, stockholders,

managers, members, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement

or the Contemplated Transactions, except for the liability of a Party in the case of Fraud or a Willful Breach of this Agreement by such

Party and (ii) Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future

general or limited partners, stockholders, managers, members, Representatives or Affiliates for any loss suffered as a result of the

failure of the Contemplated Transactions to be consummated except in the case of Fraud or a Willful Breach of this Agreement (in which

case the Company shall be liable for damages for such Fraud or Willful Breach, and such liability shall not be limited to the amount

of any termination fee or expense reimbursement), and upon payment of such amount, none of the Company and its Subsidiaries or any of

their respective former, current or future general or limited partners, stockholders, managers, members, Representatives or Affiliates

shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions, except

for the liability of the Company in the case of Fraud or a Willful Breach of this Agreement.

Article VIII

MISCELLANEOUS AND GENERAL

8.1           Survival.

This ‎Article VIII and the agreements of the Company, Parent and Merger Sub contained in Section ‎5.10,

Section ‎5.11 and Section ‎5.18 shall survive the consummation of the Merger. This ‎Article VIII

(other than Section ‎8.2, Section ‎8.3 and Section ‎8.4) and the agreements of the Company,

Parent and Merger Sub contained in Section ‎5.10, Section 7.5, Section 7.6, Section ‎7.8

and Section ‎7.9 and the Confidentiality Agreement shall survive the termination of this Agreement. All other representations,

warranties, covenants and agreements in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive

the consummation of the Merger or the termination of this Agreement. This Section ‎8.1 shall not limit any covenant or

agreement of the Parties which by its terms contemplates performance after the Effective Time.

8.2           Amendment.

This Agreement may be amended with the approval of the Company, Merger Sub and Parent at any time (whether before or after obtaining

the Company Stockholder Approval or before or after obtaining the Parent Stockholder Approval); provided that after any such approval

of this Agreement by a Party’s stockholders, no amendment shall be made which by Law requires further approval of such stockholders

without the further approval of such stockholders; provided, further that after the Closing, no amendment to this Agreement

shall be made by Parent without the consent of the Legacy Parent Directors that would reasonably be expected to adversely impact the

rights of the holders of Parent equity interests immediately prior to the Effective Time (the “Legacy Parent Stockholders”)

or adversely impact in any material respect the amount or timing of any payments to the Legacy Parent Stockholders (or the inputs into

such payments) under this Agreement or the CVR Agreement, including any payments under the Illumina Agreement. This Agreement may not

be amended except by an instrument in writing signed on behalf of each of the Company, Merger Sub and Parent.

8.3           Assignability.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective

successors and permitted assigns; provided that neither this Agreement nor any of a Party’s rights or obligations hereunder

may be assigned or delegated by such Party without the prior written consent of the other Party, and any attempted assignment or delegation

of this Agreement or any of such rights or obligations by such Party without the other Party’s prior written consent shall be void

and of no effect.

8.4           Waiver.

(a)            No

failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of

any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege

or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise

thereof or of any other power, right, privilege or remedy.

(b)            No

Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement,

unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered

on behalf of such Party and any such waiver shall not be applicable or have any effect except in the specific instance in which it is

given; provided that after the Closing, no waiver shall be made by Parent without the consent of the Legacy Parent Directors that

would reasonably be expected to adversely impact the rights of the Legacy Parent Stockholders or adversely impact in any material respect

the amount or timing of any payments to the Legacy Parent Stockholders (or the inputs into such payments) under this Agreement or the

CVR Agreement, including any payments under the Illumina Agreement.

8.5           Entire

Agreement; Counterparts; Exchanges by Electronic Transmission. This Agreement, the Company Disclosure Schedule, the Parent Disclosure

Schedule and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and

understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided

that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms. Notwithstanding

any other provision of this Agreement to the contrary, the information set forth in the Company Disclosure Schedule and the Parent Disclosure

Schedule constitutes “facts ascertainable” as that term is used in Section 251(b) of the DGCL, and the Company

Disclosure Schedule and the Parent Disclosure Schedule do not form part of this Agreement but instead operate upon the terms of this

Agreement as provided herein. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all

of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all

Parties by electronic transmission in. PDF format shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

8.6           Governing

Law and Venue; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the Laws of the State

of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding

between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties:

(a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the

State of Delaware located in New Castle County or, to the extent such court does not have subject matter jurisdiction, the United States

District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court

of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively

in accordance with clause (a) of this Section ‎8.6; (c) waives any objection to laying venue in any such action

or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over

any Party; and (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice

is given in accordance with Section ‎8.7 of this Agreement. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING

WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY

AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS CONTEMPLATED

HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH

WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND

(IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎8.6.

8.7            Notices.

All notices, requests, instructions, demands and other communications under this Agreement shall be in writing and shall be deemed given

(a) when delivered personally by hand (with written confirmation of receipt), (b) delivered by e-mail (provided that no “bounceback”

or similar notification of non-delivery is received by the sender with respect thereto) or (c) when received by the addressee if

sent by nationally recognized overnight delivery service or prepaid first class certified mail (with written confirmation of receipt),

in each case, at the following addresses:

if to Parent or Merger Sub:

Standard BioTools Inc.

50 Milk Street, 10th Floor

Boston, MA 02109

Attention: [***]

Email: [***]

with copies to (which shall not constitute

notice):

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Attn: Damien R. Zoubek; Jenny Hochenberg; Abigail G. Hathaway

Email: damien.zoubek@freshfields.com; jenny.hochenberg@freshfields.com;

abigail.hathaway@freshfields.com

if to the Company:

Treeline Biosciences, Inc.

[***]

Attention: [***]

Email: [***]

with copies to (which shall not constitute

notice):

Fenwick & West LLP

902 Broadway, 18th Floor

New York, NY 10010

Attn: Effie Toshav; David Michaels

Email: EToshav@fenwick.com; DMichaels@fenwick.com

or to such other persons or addresses as may

be designated in writing by the Party to receive such notice as provided above. Unless a different deadline for the delivery of notices,

requests, instructions, demands and other communications is expressly provided for in this Agreement, all such notices, requests instructions,

demands and other communications will be deemed given on the day delivered pursuant to the means set forth above if delivered before

5:00 p.m. Eastern Time, and otherwise on the next following day.

8.8           No

Third Party Beneficiaries. This Agreement is not intended to, and does not, confer upon any Person other than Parties any rights

or remedies hereunder, other than (a) the Indemnified Persons as provided in Section ‎5.11, (b) the right of

the Company’s stockholders to receive the Merger Consideration after the Closing and (c) the rights of the Company’s

other equityholders pursuant to Section ‎2.3 after the Closing.

8.9            Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or

provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that

any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making such determination shall

have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term

or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or

provision, and this Agreement shall be valid and enforceable as so modified.

8.10         No

Other Representations and Warranties.

(a)            Except

for the representations and warranties of the Company contained in ‎Article III, Parent and Merger Sub

acknowledge that neither the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made

on behalf of the Company or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement

or the Contemplated Transactions. Neither Parent nor Merger Sub is relying and neither Parent nor Merger Sub has relied on any representations

or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties

in ‎Article III, including the Company Disclosure Schedule. Such representations and warranties by the

Company constitute the sole and exclusive representations and warranties of the Company and its Subsidiaries in connection with the Contemplated

Transactions and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of

any kind or nature whether express, implied or statutory are specifically disclaimed by the Company and its Subsidiaries.

(b)            Except

for the representations and warranties of Parent and Merger Sub contained in ‎Article IV, the Company acknowledges

that neither Parent nor Merger Sub is making or has made, and no other Person is making or has made on behalf of Parent or Merger Sub,

any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. The Company is

not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express

or implied, except for the representations and warranties in ‎Article IV, including the Parent Disclosure

Schedule. Such representations and warranties by Parent and Merger Sub constitute the sole and exclusive representations and warranties

of Parent and Merger Sub in connection with the Contemplated Transactions and the Company understands, acknowledges and agrees that all

other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Parent.

8.11         Construction.

(a)            References

to “cash,” “dollars” or “$” are to U.S. dollars.

(b)            For

purposes of this Agreement, whenever the context requires: the singular shall include the plural, and vice versa; the masculine gender

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

shall include masculine and feminine genders.

Parties have participated jointly in the negotiating and drafting of this Agreement and agree that any rule of construction to the

effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this

Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision

of this Agreement.

(d)            As

used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be

terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(e)            The

words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,

refer to this Agreement as a whole and not to any particular provision of this Agreement.

(f)            References

herein to a Person are also to such Person’s successors and permitted assigns.

(g)            Unless

otherwise specifically provided for herein, the term “or” will not be deemed to be exclusive.

(h)            Except

as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Schedules”

are intended to refer to Sections of this Agreement and Exhibits and Schedules to this Agreement, respectively. Any capitalized terms

used in any Exhibits or Schedules but not otherwise defined therein have the meanings ascribed to such terms as in this Agreement.

(i)            Any

reference to (A) any Contract (including this Agreement) are to the Contract as amended, modified, supplemented, restated or replaced

from time to time (in the case of Contract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement)

and (B) any Law refers to such Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes,

include any rules and regulations promulgated under such statute) and references to any section of any Law include any successor

to such section.

(j)            The

headings and table of contents contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of

this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

(k)            The

Parties agree that each of the Company Disclosure Schedule and the Parent Disclosure Schedule shall be arranged in sections and subsections

corresponding to the numbered and lettered sections and subsections contained in this Agreement. The disclosures in any section or subsection

of the Company Disclosure Schedule or the Parent Disclosure Schedule shall qualify other sections and subsections in this Agreement to

the extent it is readily apparent on its face from a reading of the disclosure that such disclosure is applicable to such other sections

and subsections.

(l)            The

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

herein, unless the context otherwise requires, shall mean, with respect to any statement in ‎Article III

or ‎Article IV to the effect that any information, document or other material has been “delivered”

or “provided” to a Party or its representatives, that such information, document, or material was (i) made available

for review in the virtual data room set up by the Parties in connection with this Agreement at least one Business Day prior to the date

of this Agreement, (ii) actually delivered (whether by physical or electronic delivery) upon request to the other Party or its representatives

at least one Business Day prior to the date of this Agreement or (iii) with respect to Parent, such material is disclosed in the

Parent SEC Documents filed with the SEC prior to the date hereof and publicly made available on the SEC’s Electronic Data Gathering

Analysis and Retrieval system.

(m)            Unless

indicated otherwise, (i) any action required to be taken by or on a day or Business Day may be taken until 11:59 PM Eastern Time

on such day or Business Day, (ii) all references to “days” shall be to calendar days unless otherwise indicated as a

“Business Day” and (iii) all days, Business Days, times and time periods contemplated by this Agreement will be determined

by reference to Eastern Time.

8.12         Specific

Performance. The Parties acknowledge and agree that irreparable damage would occur and that the Parties would not have any adequate

remedy at law if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached,

and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the Parties shall

be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and

to enforce specifically the performance of the terms and provisions hereof, without proof of actual damages (and each Party hereby waives

any requirement for the security or posting of any bond in connection with such remedy), this being in addition to any other remedy to

which they are entitled at Law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable,

invalid, contrary to applicable Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide

an adequate remedy for any such breach or that the Company or Parent otherwise have an adequate remedy at law. Notwithstanding the foregoing,

in no event shall the Company be entitled to both (a) specific performance to cause the other party to consummate the Closing and

(b) the payment of the Parent Termination Fee. The Parties acknowledge that the agreements contained in this Section ‎8.12

are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter

into this Agreement.

100

8.13         Actions

by Parent After the Closing. Following the Closing and prior to the later of (x) the valid termination of the CVR Agreement

and (y) the final determination of Parent Net Cash pursuant to Section ‎2.7 (such period, the “Post-Closing

Period”), any amendment of, or waiver under, this Agreement that would reasonably be expected to adversely impact the rights

of the Legacy Parent Stockholders or adversely impact in any material respect the amount or timing of any payments to the Legacy Parent

Stockholders (or the inputs into such payments) under this Agreement or the CVR Agreement, including any payments under the Illumina

Agreement, shall require and be subject to the consent of the Legacy Parent Directors. If at any time during the Post-Closing Period,

either Legacy Parent Director ceases to serve on the Parent Board for any reason, any decisions vested in the Legacy Parent Directors

under this Agreement shall be vested solely in the remaining Legacy Parent Director. If the remaining Legacy Parent Director also ceases

to serve on the Parent Board for any reason during the Post-Closing Period, (a) Parent shall appoint a nationally recognized securityholder

representation firm, the fees and expenses of which shall constitute a “Permitted Deduction” under the CVR Agreement, to

exercise the authority vested in the Legacy Parent Directors under this Agreement and (b) all references to “Legacy Parent

Directors” in this Agreement shall thereafter be deemed to be references to such securityholder representation firm. To the extent

the Legacy Parent Directors do not provide consent to the actions described in this Section 8.13 or elsewhere in this Agreement,

all disputes between Parent or the Parent Board and the Legacy Parent Directors shall be resolved in accordance with Section 2.7(d) to

the extent related to the calculation of Parent Net Cash and otherwise pursuant to Section 8.6.

8.14         Special

Committee Approval. For all purposes under this Agreement (other than Section 5.25) and the other agreements contemplated

hereby, Parent and the Parent Board, as applicable, shall act only as authorized and approved by, or in accordance with the recommendation

of, as applicable, the Special Committee.

[The remainder of this page is intentionally

left blank.]

101

IN WITNESS WHEREOF, this Agreement has been duly

executed and delivered by the duly authorized officers of the Parties hereto as of date first set forth above.

TREELINE BIOSCIENCES, INC.

By:

/s/ Joshua H. Bilenker

Name:

Joshua H. Bilenker

Title:

Chief Executive Officer

[Signature Page to Agreement and Plan of

Merger]

IN WITNESS WHEREOF, this Agreement has been duly

executed and delivered by the duly authorized officers of the Parties hereto as of the date first written above.

STANDARD BIOTOOLS INC.

By:

/s/ Michael Egholm

Name:

Michael Egholm

Title:

President and Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

IN WITNESS WHEREOF, this Agreement has been duly

executed and delivered by the duly authorized officers of the Parties hereto as of the date first written above.

SIRI MERGER SUB, INC.

By:

/s/ Sean Mackay

Name:

Sean Mackay

Title:

Director

[Signature Page to Agreement and Plan

of Merger]

Exhibit A

DEFINITIONS

“Accounting Principles”

means the accounting principles, policies, procedures and methodologies set forth on Schedule B attached hereto.

“Additional Filing

Party” means any stockholder of the Company that the Company reasonably determines is required to make any filings under the

HSR Act in connection with the Merger.

An “Affiliate”

of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such first Person. For purposes of this definition, “control,” when used with respect to any specified

Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether

through ownership of voting securities or by Contract or otherwise, and the terms “controlling” and “controlled by”

have correlative meanings to the foregoing.

“Aggregate Company

Exercise Price” means the sum of the exercise prices of all In-the-Money Company Options that are unexpired, unexercised, and

outstanding as of immediately prior to the Effective Time and that are included in the calculation of Company Outstanding Shares.

“Aggregate Parent

Exercise Price” means the sum of the exercise prices of all In-the-Money Parent Options that are unexpired, unexercised, and

outstanding as of immediately prior to the Effective Time and that are included in the calculation of Parent Outstanding Shares.

“AI” means

any machine learning, deep learning, automated decision making, and other artificial intelligence, including any and all (i) proprietary

algorithms, software, generative AI tools or other IT assets that make use of, incorporate, or employ large language models, expert systems,

natural language processing, computer vision, automated speech recognition, automated planning and scheduling, neural networks, statistical

learning algorithms, transformers, trained models, or reinforcement learning, and (ii) proprietary embodied AI and related hardware

or equipment.

“Anti-Bribery Laws”

means the FCPA, as amended, any rules or regulations thereunder, or any other applicable United States or foreign anti-corruption,

anti-bribery, or anti-money laundering laws or regulations.

“Antitrust Laws”

means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other

federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including

without limitation any competition, antitrust, merger control or trade regulation Laws, that are designed or intended to prohibit, restrict

or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition.

“Assumed Company

Warrant” means any Company Warrant that is not a Company Converting Warrant.

“Business Day”

means any day other than a Saturday, Sunday or other day on which banks in New York, New York are authorized or obligated by Law to be

closed.

Exhibit A - 1

“CLIA”

means the Clinical Laboratory Improvement Amendments of 1988 (42 U.S.C. §§ 263a et seq.), as amended.

“Company Affiliate”

means any Person under common control with the Company or any of its Subsidiaries within the meaning of Section 414(b), Section 414(c),

Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

“Company Associate”

means any current or former officer, employee, independent contractor, consultant or director, of or to the Company or any of its Subsidiaries

or any controlled Company Affiliate.

“Company Benefit

Plan” means each (i) “employee benefit plan” (as such term is defined in Section 3(3) of ERISA whether

or not subject to ERISA) and (ii) other pension, retirement, supplemental retirement, deferred compensation, excess benefit, profit

sharing, bonus, stock option, stock purchase, stock ownership, restricted stock, incentive, equity or equity-based, phantom equity, profits

interest, employment, consulting, severance, change-of-control, retention, health, medical, life, disability, group insurance, paid-time

off, holiday, welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified

or nonqualified, funded or unfunded and including any that have been frozen or terminated), in any case, sponsored, maintained, contributed

to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any Company Associate or under which

the Company or any of its Subsidiaries has any actual or contingent liability (including as to the result of it being treated as a single

employer under Section 414 of the Code with any other Person).

“Company Capital

Stock” means Company Common Stock, together with Company Preferred Stock.

“Company Collaboration

Agreement” means any collaboration, co-development, co-promotion, license, option, research or similar Contract entered into

by the Company or any of its Subsidiaries with any third-party for the research, development, manufacture, or commercialization of any

drug candidate, product candidate or Company Product, which may include the grant of licenses or options to license Intellectual Property

Rights, the transfer or sale of Company assets, co-funding arrangements, milestone or royalty payment obligations, or the sharing of

development data and results with respect to any such drug candidate, product candidate or Company Product.

“Company Contract”

means any Contract: (i) to which the Company or any of its Subsidiaries is a party; (ii) by which the Company or any of its

Subsidiaries or any Company IP or any other asset of the Company or its Subsidiaries is or may become bound or under which the Company

or any of its Subsidiaries has, or may become subject to, any obligation; or (iii) under which the Company or any of its Subsidiaries

has or may acquire any right or interest.

“Company Converting

Warrant” means any Company Warrant that has been amended prior to the Effective Time to allow for the treatment of Company

Converting Warrants pursuant to Section 2.3(c).

“Company ERISA Affiliate”

means any corporation or trade or business (whether or not incorporated) which is (or at any relevant time was) treated with the Company

or any of its Subsidiaries as a single employer within the meaning of Section 414 of the Code.

Exhibit A - 2

“Company Intervening

Event” means any Effect that is material to the Company and its Subsidiaries taken as a whole, occurring or arising after the

date of this Agreement that (i) was not known to, or reasonably foreseeable by, the Company Board (or if known, the magnitude or

effect of which was not known to, or reasonably foreseeable) prior to the execution of this Agreement, which Effect (or the magnitude

or effect thereof) becomes known to, or reasonably foreseeable by, the Company Board prior to the receipt of the Company Stockholder

Approval and (ii) does not relate to (A) a Company Acquisition Proposal or (B) (1) any changes in the market price

or trading volume of the Company, (2) the mere fact the Company or Parent meets or exceeds any internal or analysts’ published

projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on

or after the date of this Agreement, or changes after the date of this Agreement in the market price or trading volume of the Company

Common Stock or the credit rating of the Company (it being understood that, with respect to clause (2), the facts or occurrences giving

rise or contributing to such change or event may be taken into account when determining a Company Intervening Event), (3) any events

or developments relating to Parent or any of its Affiliates, (4) any event or development generally affecting the industries in

which the Company or Parent operate or in the economy generally or other general business, financial, market or political conditions,

including changes in interest rates in the United States or any other country or region in the world and changes in exchange rates for

the currencies of any countries and any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally

on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world, (5) any

change in any applicable Law or other legal or regulatory conditions or changes in GAAP or other accounting standards, (6) any event

or development to the extent directly resulting from the announcement or pendency of, or any actions required to be taken by the Company

or Parent (or refrained to be taken by the Company or Parent) pursuant to the Agreement or the consummation of the Contemplated Transactions,

including expiration or termination of waiting periods or the receipt of approvals, consents or clearances applicable to the Merger under

the Antitrust Laws, (7) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather

conditions and other force majeure events or (8) any Legal Proceedings made or brought by any of the current or former stockholders

of the Company or Parent (on their own behalf or on behalf of the Company or Parent) against the Company or Parent, including Legal Proceedings

arising out of the Contemplated Transactions.

“Company IP”

means Company Owned IP and Company Licensed IP.

“Company Licensed

IP” means all Intellectual Property Rights that are exclusively licensed (or sublicensed), or purported to be exclusively licensed

(or sublicensed), by any third party to the Company or any of its Subsidiaries. For clarity, Company Licensed IP shall not include Intellectual

Property Rights that have been denoted by a Governmental Entity as expired, lapsed or abandoned.

Exhibit A - 3

“Company Material

Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, (1) materially adversely

affects or would reasonably be expected to materially adversely affect the business, financial condition or results of operations of

the Company and its Subsidiaries, taken as a whole, or (2) would reasonably be expected to prevent the consummation of the Contemplated

Transactions, in each case, excluding any Effect to the extent that, either alone or in combination, it results from or arises out of

(i) general business or economic conditions generally affecting the industry in which the Company and its Subsidiaries operate,

(ii) political conditions, acts of war, the outbreak or escalation of armed hostilities, acts of terrorism, earthquakes, wildfires,

hurricanes, tsunamis, floods, mudslides, weather conditions, other natural disasters, man-made disasters, health and other emergencies,

calamities, epidemics, pandemics (including COVID-19 and any evolutions or mutations thereof), disease outbreaks, other acts of God or

force majeure events, (iii) changes in financial, banking or securities markets, including changes in interest rates in the United

States or any other country or region in the world and changes in exchange rates for the currencies of any countries and any suspension

of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter

market operating in the United States or any other country or region in the world, (iv) any change in, or any compliance with or

action taken for the purpose of complying with, any Law or GAAP (or interpretations of any Law or GAAP), (v) any change in the stock

price or trading volume of Company Common Stock (it being understood, however, that any Effect causing or contributing to any change

in stock price or trading volume of Company Common Stock may be taken into account in determining whether a Company Material Adverse

Effect has occurred, unless such Effects are otherwise excepted from this definition), (vi) the failure of the Company to meet internal

or analysts’ expectations or projections or the results of operations of the Company (it being understood, however, that any Effect

causing or contributing to the failure of the Company to meet internal or analysts’ expectations or projections or the results

of operations of the Company may be taken into account in determining whether a Company Material Adverse Effect has occurred, unless

such Effects are otherwise excepted from this definition), (vii) the execution or announcement of this Agreement or the pendency

of the Contemplated Transactions, including (A) the identity of Parent, (B) the loss or departure of officers or other employees

of the Company or any of its Subsidiaries directly or indirectly resulting from, arising out of, attributable to, or related to the Contemplated

Transactions and (C) any other negative development (or potential negative development) in the relationships of the Company or any

of its Subsidiaries with business partners, whether as a direct or indirect result of the loss or departure of officers or employees

of the Company or any of its Subsidiaries or otherwise, directly or indirectly resulting from, arising out of, attributable to, or related

to the Contemplated Transactions, (viii) any actions taken or failure to take action, in each case, to which Parent has provided

its prior written consent; or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement;

or the failure to take any action prohibited by this Agreement (excluding the requirement that the Company comply with the terms of Section ‎5.1(a),

except to the extent Parent has unreasonably withheld its consent under Section ‎5.1(a)), (ix) any fees or expenses

incurred in connection with the Contemplated Transactions, (x) (A) any results, outcomes, data, adverse events or side effects

arising from any clinical trials being conducted by or on behalf of the Company or any of its Subsidiaries or any competitor of the Company

or any of its Subsidiaries (or the announcements thereof), (B) results of meetings with the FDA or other Governmental Entity (including

any minutes of, or communications from, any Governmental Entity in connection with such meetings) with respect to the Company Products,

(C) the determination by, or the delay of a determination by, the FDA or any other applicable Governmental Entity, or any panel

or advisory body empowered or appointed thereby, with respect to a clinical hold, acceptance, filing, designation (including de-designation

for the accelerated approval pathway), approval, clearance, non-acceptance, hold, refusal to file, refusal to designate, non-approval,

disapproval or non-clearance, or requirement to conduct additional clinical studies or trials, with respect to the Company Products or

(D) FDA approval (or other clinical or regulatory developments), market entry or pending market entry of any product competitive

with or related to any of the Company Products, or any guidance, announcement or publication by the FDA or other applicable Governmental

Entity relating to the Company Products, or (xi) any Legal Proceedings made or brought by any of the current or former stockholders

of the Company (on their own behalf or on behalf of the Company) against the Company, Merger Sub, Parent or any of their directors or

officers, including Legal Proceedings arising out of the Merger or in connection with any other Contemplated Transactions; except, in

each case, with respect to clauses (i) through (iv), to the extent disproportionately affecting the Company and its Subsidiaries,

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

“Company Option”

means any option to purchase Company Common Stock (whether granted under the Company Equity Plan, assumed by the Company in connection

with any merger, acquisition or similar transaction or otherwise issued or granted).

“Company Owned IP”

means all Intellectual Property Rights that are owned, or purported to be owned, by the Company or any of its Subsidiaries. For clarity,

Company Owned IP shall not include Intellectual Property Rights that have been denoted by a Governmental Entity as expired, lapsed or

abandoned.

“Company Partner”

means any Person (other than the Company or any of its Subsidiaries) that is engaged by or on behalf of the Company or any of its Subsidiaries

to perform any material activities relating to the research, development or manufacture of any Company Product, including any contract

research organization, contract manufacturing organization, contract development and manufacturing organization, clinical trial site

operator or other material service provider performing activities subject to regulation under applicable Law on behalf of the Company

or any of its Subsidiaries; provided that, notwithstanding anything else in this Agreement, to the extent any representation relates

to a Company Partner, that aspect of the representation is limited to the matters that have a direct effect on the activities subject

to a Contract between the Company and the Company Partner and is limited to the Company’s Knowledge.

Exhibit A - 4

“Company Product”

means all products and services currently marketed for sale or sold by the Company or any of its Subsidiaries, all products and services

under development for sale by the Company or any of its Subsidiaries, and all modified, updated and/or next generation versions or derivatives

of the foregoing.

“Company Superior

Proposal” means any bona fide, written Company Acquisition Proposal on terms which the Company Board determines in its good

faith judgment, after consultation with outside financial advisors and outside legal counsel, would reasonably be expected to be consummated

in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person or group

of Persons making the proposal, and, if consummated, would result in a transaction more favorable to the Company’s stockholders

from a financial point of view than the Merger (after taking into account any revisions to the terms of the Contemplated Transactions

pursuant to Section ‎5.2(f) of this Agreement and the time likely to be required to consummate such Company Acquisition

Proposal); provided that for purposes of the definition of “Company Superior Proposal”, the references to “25%”

in the definition of Company Acquisition Proposal shall be deemed to be references to “50%”.

“Company Termination

Fee” means $16,100,000.

“Company Warrant”

means any warrant to purchase Company Shares.

“Confidentiality

Agreement” means the confidentiality agreement entered into between the Company and Parent dated March 26, 2026.

“Consent”

means consent, approval, ratification, permission, authorization, clearance, waiver, permit or order.

“Contemplated Transactions”

means the Merger, the Parent Share Issuance, the Parent Charter Amendment, the Parent Reverse Stock Split and the other transactions

and actions contemplated by this Agreement.

“Contract”

means any written, oral or other agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license,

sublicense, insurance policy, benefit plan or legally binding commitment, understanding, arrangement or undertaking of any nature.

“Data Protection

Regulation” means all Laws, Contracts, Company privacy policies or notices, and all binding regulatory guidance and standards

issued by Governmental Entities or self-regulatory frameworks, concerning the privacy, protection, processing, cross-border transfer,

and/or security of Personal Data, including HIPAA, the GDPR, state and foreign privacy Laws, Executive Order 14117 and rules and

regulations issued thereunder (including 28 C.F.R. Part 202), and, with respect to data obtained in connection with clinical trials

or other clinical research, applicable requirements of 21 C.F.R. Parts 11, 50 and 56, ICH Guidelines for Good Clinical Practice

and any comparable foreign Laws.

“Effect”

means any effect, change, event or development.

Exhibit A - 5

“Environmental Laws”

means any Law concerning environmental matters, Hazardous Materials, pollution or protection of the environment or natural resources,

or protection of human health and safety as related to exposure to Hazardous Materials.

“ERISA”

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

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio”

means a ratio (rounded to four decimal places), subject to Section ‎2.1(c), equal to (x) the Company Value Per Share

divided by (y) the Parent Value Per Share, in which:

“Company Outstanding Shares”

means the sum, without duplication, of the aggregate number of shares of Company Capital Stock that are issued and outstanding immediately

prior to the Effective Time (on an as-converted to Company Common Stock basis) or issuable upon the exercise of any In-the-Money Company

Options, Company Warrants or other “in-the-money” direct or indirect rights to acquire shares of Company Capital Stock, in

each case that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable).

“Company Valuation”

means (A) $2,500,000,000, plus (B) the Aggregate Company Exercise Price.

“Company Value Per Share”

means the quotient of (A) the Company Valuation, divided by (B) the number of Company Outstanding Shares.

“Parent Outstanding Shares”

means the sum, without duplication, of the aggregate number of shares of Parent Common Stock that are issued and outstanding immediately

prior to the Effective Time or issuable upon the settlement of any Parent RSUs or the exercise of any In-the-Money Parent Options, In-the-Money

Parent Warrants or other “in-the-money” direct or indirect rights to acquire shares of Parent Common Stock (other than the

2014 Indenture, as defined in the Parent Disclosure Schedule), in each case that are issued and outstanding immediately prior to the

Effective Time (whether or not then vested or exercisable).

“Parent Valuation”

means (A) $460,000,000, plus (B) the Parent Net Cash Surplus, if any, minus (C) the Parent Net Cash Shortfall, if any,

plus (D) the Aggregate Parent Exercise Price.

“Parent Value Per Share”

means the quotient of (A) the Parent Valuation, divided by (B) the number of Parent Outstanding Shares.

“Ex-Im Laws”

means all applicable Laws relating to export, re-export, transfer, and import controls, including the U.S. Export Administration Regulations,

the customs and import Laws administered by U.S. Customs and Border Protection, and the EU Dual Use Regulation.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“FDA”

means the U.S. Food and Drug Administration and any successor agency thereto.

“FDCA”

means the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), as amended.

Exhibit A - 6

“Fraud”

means, with respect to a Party, an actual and intentional misrepresentation, deceit or concealment of fact made by such Party with respect

to the making of the representations and warranties of such Party as expressly set forth in ‎Article III or ‎Article IV,

as applicable, of this Agreement, with the intent to induce the other Party to rely on such misrepresentation, deceit or concealment

of fact and act or fail to act to such other Party’s detriment, on which such other Party justifiably relies and subsequently justifiably

acts or fails to act in a manner that results in actual material losses to such other Party.

“GAAP”

means United States generally accepted accounting principles.

“GDPR”

means the EU General Data Protection Regulation 2016/679 including the UK implementation of this Regulation under section 3 of the UK

European Union (Withdrawal) Act 2018.

“Governmental Authorization”

means any: (i) permit, license, certificate, franchise, permission, variance, exception, exemption, approval, order, clearance,

registration, qualification, accreditation, authorization, consents or listings issued, granted, given or otherwise made available by

or under the authority of any Governmental Entity or pursuant to any Law; or (ii) right under any Contract with any Governmental

Entity.

“Governmental Entity”

means any (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature;

(ii) federal, state, local, municipal, foreign or other government; (iii) governmental or quasi-governmental authority of any

nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry, fund, foundation,

center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any taxing authority); or

(iv) self-regulatory organization (including FINRA, Nasdaq and Payment Card Industry Security Standards Council) and independent

third-party accrediting body and entities responsible for certifying an entity’s adherence to various International Organization

for Standardization or Good Manufacturing Practice standards.

“Hazardous Materials”

means any substance, material or waste that is listed, defined or otherwise characterized as “hazardous”, “toxic”,

“radioactive,” a “biohazard” or a “pollutant”, or “contaminant” or terms of similar meaning

or effect under any Environmental Law, including petroleum or its by-products, asbestos, polychlorinated biphenyls, perchlorate and per-and

polyfluoroalkyl substances.

“Health Care Laws”

means Laws, rules, policies, guidelines and regulations applicable to the business, products, and/or services of the Company or Parent,

as applicable, including, but not limited to, Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395 et seq. (the Medicare

statute); Title XIX of the Social Security Act, 42 U.S.C. §§ 1396 et seq (the Medicaid statute); the Anti-Kickback Statute,

42 U.S.C. § 1320a-7b(b); the civil False Claims Act, 31 U.S.C. §§ 3729 et seq.; the criminal False Claims Act 42 U.S.C.

§ 1320a-7b(a); the criminal laws relating to health care fraud and abuse, including 18 U.S.C. §§ 286 and 287 and the health

care fraud criminal provisions under HIPAA (as defined herein); the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a; the Physician

Payments Sunshine Act, 42 U.S.C. § 1320a-7h; the exclusion law, 42 U.S.C. § 1320a-7; the Health Information Portability and

Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act, 42 U.S.C. §§ 17921

et seq., including all implementing regulations (collectively, “HIPAA”); the CLIA; the FDCA; the Public Health Service

Act, 42 U.S.C. §§ 201 et seq.; the regulations promulgated pursuant to such laws; ICH Guidelines for Good Clinical Practice;

21 C.F.R. Parts 11, 50, 54, 56, 312, 314, 812, 814 and 820; and any similar federal, state, local and foreign laws and regulations of

any Governmental Entity, including the regulatory agencies applicable to the ownership, testing, development, manufacture, packaging,

processing, use, distribution, marketing, storage, import, export or disposal of any of the products or services of the Company or Parent,

as applicable.

Exhibit A - 7

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Illumina Agreement”

means that certain Stock Purchase Agreement, dated June 22, 2025, by and between Parent and Illumina, Inc.

“Illumina TSA”

means that certain Transition Services Agreement, dated January 30, 2026, by and among Parent, SomaLogic, Inc. and Illumina, Inc.

“Indebtedness”

means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to

deposits or advances of any kind to such Person, including related prepayment fees, final fees or other similar fees, (ii) all obligations

of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all capitalized lease obligations of such Person,

(iv) all obligations of such Person pursuant to securitization or factoring programs or arrangements, (v) all guarantees and

arrangements having the economic effect of a guarantee of such Person of any debt of any other Person (other than any guarantee by a

Party with respect to debt of such Party or any wholly owned Subsidiary of such Party), (vi) net cash payment obligations of such

Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming

they were terminated on the date of determination), (vii) letters of credit, bank guarantees, and other similar contractual obligations

entered into by or on behalf of such Person, in each case, to the extent drawn upon or called, (viii) obligations in respect of

banker’s acceptances, to the extent drawn upon or called, (ix) all unpaid or remaining lease costs for any operating leases

of such Person (net of any payments to be made following the Closing by a sublessee to Parent in respect of such operating leases pursuant

to a sublease in effect as of the Effective Time), and (x) obligations representing the balance deferred and unpaid of the purchase

price of any property or services due more than one year after such property is acquired or such services are completed.

“Intellectual Property

Rights” means all rights, title and interest in intellectual property, whether protected, created or arising under the Law

of the United States or any other jurisdiction, including: (i) all patents, patent applications, provisional patent applications

and similar instruments (including any and all substitutions, divisions, continuations, continuations-in-part, divisions, reissues, renewals,

and extensions and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor)) (collectively,

“Patents”), (ii) all domestic and foreign copyrights, copyright registrations, copyright applications, original

works of authorship fixed in any tangible medium of expression to the extent protectable by applicable copyright Law, including literary

works, all forms and types of computer software, pictorial and graphic works that are so protectable (collectively, “Copyrights”),

(iii) all trademarks, service marks, trade names, business marks, service names, brand names, trade dress rights, logos, corporate

names, trade styles, and other source or business identifiers and other general intangibles of a like nature to the extent protectable

by applicable trademark law, together with the goodwill associated with any of the foregoing, along with all applications, registrations,

renewals and extensions thereof (collectively, “Trademarks”), (iv) all Internet domain names, (v) all trade

secrets, technology, discoveries, improvements, know-how, proprietary rights, formulae, techniques, inventions (including conceptions

and/or reductions to practice), designs, drawings, procedures, processes, models, formulations, manuals and systems, whether or not patentable

or copyrightable, including all biological, chemical, biochemical, toxicological, pharmacological and metabolic material, in each case,

which are not available in the public domain and have actual or potential commercial value that is derived, in whole or in part, from

such non-availability (collectively, “Trade Secrets”) and (vi) all other intellectual property rights throughout

the world, along with all rights to prosecute and perfect the same through administrative prosecution, registration, recordation or other

administrative proceeding, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing.

For clarity, Intellectual Property Rights shall not include rights, title and interest in registrations of intellectual property

rights or applications for such registrations to the extent such registrations or applications have been denoted by a Governmental Entity

as expired, lapsed or abandoned.

Exhibit A - 8

“In-the-Money Company

Option” means a Company Option with a per-share exercise price of less than the implied per-share value of the Company Common

Stock immediately prior to the Effective Time, determined in good faith by the Parties in connection with the calculation of the Exchange

Ratio.

“In-the-Money Parent

Option” means a Parent Option with a per-share exercise price that is less than the Parent Value Per Share.

“In-the-Money Parent

Warrant” means a Parent Warrant with a per-share exercise price that is less than the Parent Value Per Share.

“Judgment”

means any judgment, order, injunction, ruling, writ award or decree of any Governmental Entity.

“Knowledge”

of any Person means, in the case of Parent, the actual knowledge of any of the Persons set forth on Schedule 1 of the Parent Disclosure

Schedule after reasonable inquiry of the individuals who as of the date hereof are officers or employees of Parent or any of its Subsidiaries

and who have primary responsibility for the matter in question and, in the case of the Company, the actual knowledge of any of the Persons

set forth on Schedule 1 of the Company Disclosure Schedule after reasonable inquiry of the individuals who as of the date hereof

are officers or employees of the Company or any of its Subsidiaries and who have primary responsibility for the matter in question.

“Law”

means any federal, state, local, county, regional, foreign or transnational law, statute, regulation, code, ordinance, common law, ruling,

writ, award, zoning law, building code or decree of any Governmental Entity.

“Legal Proceeding”

means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate

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

Governmental Entity or any arbitrator or arbitration panel, except for (i) examinations or administrative actions, hearings or proceedings

by or before a Governmental Entity (e.g., appeals initiated by the applicant or patentee before the U.S. Patent Trial and Appeal Board)

in the ordinary course of prosecution of Intellectual Property Rights, in connection with obtaining approval for conduct of clinical

trials or in connection with obtaining approval for marketing or sale of products or services or (ii) audits by any Governmental

Entity and that are not-for-cause and pursuant to which no materially adverse findings were issued (e.g., routine facility audits by

U.S. Food and Drug Administration under which no warning letters or other material adverse findings were issued).

“Liens”

means pledges, liens, charges, mortgages, deeds of trust, encumbrances and security interests of any kind or nature whatsoever.

“Nasdaq”

means the Nasdaq Stock Market LLC.

“Ordinary Course

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

Subsidiaries’ normal operations and consistent in all material respects with its and its Subsidiaries’ past practices (in

the case of Parent, (i) after giving effect to the transactions contemplated by the Illumina Agreement and (ii) except for

any actions taken to dispose of or wind down the Parent Legacy Business).

“Organizational

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

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

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

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

in each case, as amended or supplemented.

Exhibit A - 9

“Parent Affiliate”

means any Person under common control with Parent or any of its Subsidiaries within the meaning of Section 414(b), Section 414(c),

Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

“Parent Associate”

means any current or former officer, employee, independent contractor, consultant or director, of or to Parent or any of its Subsidiaries

or any controlled Parent Affiliate.

“Parent Benefit

Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA whether or not

subject to ERISA) and (ii) other pension, retirement, supplemental retirement, deferred compensation, excess benefit, profit sharing,

bonus, stock option, stock purchase, stock ownership, restricted stock, incentive, equity or equity-based, phantom equity, profits interest,

employment, consulting, severance, change-of-control, retention, health, medical, life, disability, group insurance, paid-time off, holiday,

welfare and fringe benefit plan, program, agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified,

funded or unfunded and including any that have been frozen or terminated), in any case, sponsored, maintained, contributed to, or required

to be contributed to, by Parent or any of its Subsidiaries for the benefit of any Parent Associate or under which Parent or any of its

Subsidiaries has any actual or contingent liability (including as to the result of it being treated as a single employer under Section 414

of the Code with any other Person).

“Parent Contract”

means any Contract: (i) to which Parent or any of its Subsidiaries is a party; (ii) by which Parent or any of its Subsidiaries

or any Parent IP or any other asset of Parent or its Subsidiaries is or may become bound or under which Parent or any of its Subsidiaries

has, or may become subject to, any obligation; or (iii) under which Parent or any of its Subsidiaries has or may acquire any right

or interest.

“Parent Equity Award”

means Parent Options and Parent RSUs.

“Parent ERISA Affiliate”

means any corporation or trade or business (whether or not incorporated) which is (or at any relevant time was) treated with Parent or

any of its Subsidiaries as a single employer within the meaning of Section 414 of the Code.

“Parent ESPP Option”

means an option to purchase capital stock of Parent pursuant to the Parent ESPP.

“Parent IP”

means Parent Owned IP and Parent Licensed IP.

“Parent Legacy Business”

means the mass cytometry business and the microfluidics business, in each case, of Parent and its Subsidiaries.

“Parent Legacy Business

NWC” means the sum of (i) Parent’s accounts receivable minus its accounts payable and accrued expenses, in each

case related to the Parent Legacy Business (which may be a negative number) and (ii) 20% of the book value of any inventory of the

Parent Legacy Business, in each case as of the Closing and determined in accordance with GAAP.

Exhibit A - 10

“Parent Licensed

IP” means all Intellectual Property Rights that are exclusively licensed (or sublicensed), or purported to be exclusively licensed

(or sublicensed), by any third party to Parent or any of its Subsidiaries. For clarity, Parent Licensed IP shall not include Intellectual

Property Rights that have been denoted by a Governmental Entity as expired, lapsed or abandoned.

“Parent Material

Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, (1) materially adversely

affects or would reasonably be expected to materially adversely affect the business, financial condition or results of operations of

Parent and its Subsidiaries, taken as a whole, or (2) would reasonably be expected to prevent the consummation of the Contemplated

Transactions by Parent, in each case, excluding any Effect to the extent that, either alone or in combination, it results from or arises

out of (i) general business or economic conditions generally affecting the industry in which Parent and its Subsidiaries operate,