Form 8-K

8-K — Axe Compute Inc.

Accession: 0001171843-26-006093

Filed: 2026-09-17

Period: 2026-09-11

CIK: 0001446159

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — f8k_091626.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (exh_21.htm)

EX-99.1 — EXHIBIT 99.1 (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_091626.htm · Sequence: 1

false

0001446159

2026-09-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2026

Axe Compute Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36790

33-1007393

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

91 43rd Street, Suite 110

Pittsburgh, Pennsylvania 15201

(Address of Principal Executive Offices) (Zip Code)

(412) 432-1500

(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:

☐

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, $0.01 par value

AGPU

NASDAQ

Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use

the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)

of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 11, 2026, Axe Compute Inc., a Delaware corporation (the “Company”),

entered into a Stock Purchase Agreement (the “Agreement”) with DataMeds AI, Inc. (NASDAQ: MEDS), a Delaware corporation (“DataMeds”),

pursuant to which the Company agreed to sell, and DataMeds agreed to purchase, all of the issued and outstanding shares of common stock

of Helomics Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Helomics”), for aggregate consideration

consisting of (i) 636,328 shares of DataMeds common stock (the “Consideration Shares”), representing 19.99% of the shares

of DataMeds common stock outstanding immediately prior to the closing, and (ii) a convertible promissory note in the principal amount

of $1,363,672 with a conversion price of $1.00 per share (the “Convertible Note” and, together with the Consideration Shares,

the “Purchase Price”).

The sale of Helomics completes the Company’s strategic transition

to a pure-play neocloud GPU-as-a-Service company. Helomics was the final operating business remaining from the Company’s former

identity as Predictive Oncology Inc., prior to its name change in December 2025.

The Consideration Shares and the Convertible Note are being issued in reliance

on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and constitute

“restricted securities” under the Securities Act. The Consideration Shares and any shares of DataMeds common stock issuable

upon conversion of the Convertible Note are subject to a 12-month lock-up period from the closing date, during which the Company may not

transfer such securities except to affiliates or with DataMeds’ prior written consent.

The Agreement contains customary representations and warranties of the

parties, covenants, indemnification provisions and other terms and conditions. Following the closing, the Company is subject to a covenant

not to compete with the business of Helomics. The Agreement also provides the Company with certain registration rights with respect to

the Consideration Shares and the shares of DataMeds common stock issuable upon conversion of the Convertible Note.

In connection with the transaction, the Company agreed to pay to DataMeds,

at the closing, the remaining base rent obligations under two leases for the premises occupied by Helomics in Pittsburgh, Pennsylvania

(collectively, the “Company Leases”), through the expiration of the current terms of the Company Leases. The Company’s

obligation is limited solely to the payment of base rent and does not extend to any other amounts or obligations of the tenant under the

Company Leases, including operating expenses, taxes, insurance, utilities or other charges, all of which are the sole responsibility of

DataMeds and Helomics from and after the closing.

The closing of the transaction occurred simultaneously with the execution

and delivery of the Agreement on September 11, 2026.

The foregoing description of the Agreement does not purport to be complete

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

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

On September 15, 2026, the Company issued a press release announcing the

completion of the sale of Helomics to DataMeds. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K

is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1

Stock Purchase Agreement, dated as of September 11, 2026, by and between DataMeds AI, Inc. and

Axe Compute Inc.

99.1

Press Release of Axe Compute Inc., dated September 15, 2026

104

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

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.

Axe Compute Inc.

Date: September 17, 2026

By:

/s/ Christopher Miglino

Christopher Miglino

Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: exh_21.htm · Sequence: 2

Exhibit 2.1

STOCK PURCHASE AGREEMENT

dated as of

September 11, 2026

by and between

DATAMEDS AI, INC.

and

AXE COMPUTE INC.

Table of Contents

Page

Article 1 THE TRANSACTION

1.1 Purchase and Sale of Shares

1.2 The Closing

1.3 US Tax Treatment

1.4 Consideration Shares; Convertible Note

Article

2 REPRESENTATIONS AND WARRANTIES OF SELLER

2.1 Existence; Authorization of Transaction; Binding Agreement

2.2 Non-contravention

2.3 Ownership of Shares

2.4 Litigation

2.5 Brokers

2.6 Investment Intent; Accredited Investor Status

Article 3 REPRESENTATIONS AND WARRANTIES ABOUT THE COMPANY

3.1 Organization, Qualification and Corporate Power

3.2 Corporate Records; Directors and Officers

3.3 Capitalization

3.4 Subsidiaries; Joint Ventures

3.5 Compliance

3.6 Financial Statement Information; Accounting Controls; Accounts Receivable

3.7 Tax Matters

3.8 Litigation

3.9 Permits

3.10 Real Property

3.11 Personal Property

3.12 Intellectual Property

3.13 Title to Property and Assets

3.14 Banking Relationships

3.15 Material Contracts

3.16 Government Contracts

3.17 Insurance

3.18 Personnel

3.19 Employee Benefits

3.20 Environmental Matters

3.21 Certain Business Relationships

3.22 Customers and Suppliers

3.23 No Other Agreement to Sell

3.24 Brokers

3.25 FDA and Regulatory Matters

3.26 Privacy and Security

3.27 Absence of Certain Changes

3.28 No Other Representations and Warranties

Article 4 REPRESENTATIONS

AND WARRANTIES OF BUYER

4.1 Organization

4.2 Authorization of Transaction; Enforceability

4.3 Capitalization

4.4 No Conflicts; Consents

4.5 Litigation

4.6 Brokers

4.7 Valid Issuance

4.8 Investment Intent

4.9 SEC Reports; Financial Statements

4.10 Absence of Certain Changes

4.11 No Other Representations or Warranties

Article

5 COVENANTS

5.1 Absence of Liabilities

5.2 Certain Tax Covenants

5.3 Engagement of New Medical Director

Article

6 CLOSING DELIVERABLES

6.1 Deliverables to Buyer

6.2 Deliverables to Seller

Article

7 INTENTIONALLY OMITTED

Article

8 POST-CLOSING COVENANTS

8.1 General

8.2 Litigation Support

8.3 Directors and Officers.

8.4 Confidentiality

8.5 Release

8.6 Further Assurances

8.7 Covenant Not to Compete

8.8 Registration Rights

8.9 Nasdaq Listing

8.10 Data Room

8.11 Lease Rent Obligations

8.12 Voting Agreement.

8.13 Stockholder Approval of Note Shares

Article 9 INDEMNIFICATION

9.1 Survival

9.2 Indemnification Provisions for Benefit of Buyer

9.3 Indemnification Provisions for Benefit of Seller

9.4 Claim Procedure

9.5 Claims between the Parties

9.6 No Right of Contribution from the Company

9.7 Mitigation

9.8 Materiality

9.9 Adjustment to Purchase Price

Article

10 TAX MATTERS

10.1 Tax Covenants

10.2 Straddle Period

10.3 Tax Refund

10.4 Termination of Existing Tax Sharing Agreements

10.5 Tax Indemnification

10.6 Cooperation and Exchange of Information

10.7 Tax Treatment of Indemnification Payments

10.8 Coordination and Survival

Article 11 MISCELLANEOUS

11.1 Public Statements

11.2 No Third-Party Beneficiaries; No Recourse Against Affiliates

iii

11.3 Entire Agreement

11.4 Succession and Assignment

11.5 Counterparts

11.6 Headings

11.7 Notices

11.8 Governing Law

11.9 Amendments and Waivers

11.10 Severability

11.11 Expenses

11.12 Construction

11.13 Incorporation of Exhibits

11.14 Specific Performance

Exhibits

Exhibit A

Definitions

Exhibit B

Disclosure Schedule

Exhibit C

Form of Convertible Note

STOCK PURCHASE AGREEMENT

THIS Stock

Purchase Agreement (the “Agreement”) is entered into as of September 11, 2026, by and between DataMeds AI,

Inc. (fka Wellgistics Health, Inc.) (NASDAQ: MEDS), a Delaware corporation (“Buyer”), and Axe Compute Inc., a Delaware

corporation (“Seller”). Buyer and Seller are sometimes individually referred to herein as a “Party”

and collectively herein as the “Parties.” To the extent that capitalized terms are not defined in the text hereof,

such terms shall have the meanings set forth in Exhibit A hereto.[1]

RECITALS

WHEREAS, Seller owns all the issued and outstanding shares of common stock, $0.001 par

value per share (the “Shares”), of Helomics Corporation, a Delaware corporation (the “Company”);

and

WHEREAS, Seller wishes to sell to Buyer, and

Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein in exchange for the Purchase Price;

and

WHEREAS, the respective boards of directors

of Buyer and Seller have approved this Agreement and determined that execution, delivery and performance of the transactions contemplated

hereby are advisable and in the best interests of their respective companies and their stockholders, upon the terms and subject to the

conditions set forth in this Agreement.

Now Therefore,

in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants

herein contained and other good and valuable consideration, the sufficiency of which is hereby agreed by the Parties, the Parties agree

as follows:

Article

THE TRANSACTION

1.1

Purchase and Sale of Shares. On and subject to the terms and conditions of this Agreement,

at the Closing, Buyer shall purchase from Seller, and Seller shall sell to Buyer, all of Seller’s right, title and interest in and

to all of the Shares, free and clear of any and all Liens, in exchange for the Consideration Shares and the Convertible Note in accordance

with this Agreement (such Consideration Shares and the Convertible Note being referred to hereafter as the “Purchase Price”).

1.2

The Closing. The closing of the Transactions (the “Closing”) shall take

place simultaneously with the execution and delivery of this Agreement by the Parties, remotely by electronic exchange of documents and

signatures, on the date hereof (the “Closing Date”). At the Closing, (a) Seller shall deliver to Buyer the documents

referred to in Section 6.1, and (b) Buyer shall deliver to Seller the documents referred to in Section 6.2.

1.3

US Tax Treatment. Each of the Parties acknowledges and agrees that each such Party (i) has

had the opportunity to obtain independent legal and tax advice with respect to the Transactions, and (ii) is responsible for paying its

own Taxes.

1.4

Consideration Shares; Convertible Note.

(a)

Each of Buyer and Seller acknowledges that the Consideration Shares and the Convertible Note are

being issued, and the shares of Buyer Common Stock issuable upon conversion of the Convertible Note (the “Note Shares”)

will be issued, in reliance on exemption from the registration requirements of the Securities Act of 1933, as amended (“Securities

Act”) and therefore constitute “restricted securities” under the Securities Act and, accordingly, may not be resold

or otherwise transferred absent registration under the Securities Act or subject to another available exemption therefrom. Any such resale

or transfer shall be subject to compliance with applicable state securities Laws.

(b)

Each Party shall take all reasonably necessary action on its part such that the issuance of the Consideration Shares and

the Convertible Note constitutes a transaction exempt from registration under the Securities Act. Each certificate and/or book-entry

security entitlement representing any Consideration Shares and the Note Shares (or any other securities issued in respect of such shares

upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) shall, until such time that such shares

are not so restricted under the Securities Act, bear legends identical or similar in effect to the following legends (together with any

other legend or legends required by applicable state securities Law or otherwise, if any):

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,

ASSIGNED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR

EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER

TO THE EFFECT THAT ANY PROPOSED OFFER, SALE OR OTHER TRANSFER, ASSIGNMENT, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT AND

ANY APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS

ON TRANSFER UNDER THAT CERTAIN STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 10, 2026, BY AND BETWEEN DATAMEDS AI, INC. AND AXE COMPUTE

INC. (THE “PURCHASE AGREEMENT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THESE SECURITIES

MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.”

(c)

Notwithstanding anything to the contrary in this Agreement, Seller shall not, during the period commencing on the Closing Date

and ending on the 12-month anniversary of the Closing Date (the “Lock-Up Period”), directly or indirectly, (i) offer,

sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of any Consideration

Shares, the Convertible Note or the Note Shares, or any securities convertible into, exercisable for, or exchangeable for such securities,

(ii) enter into any swap, hedge or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences

of ownership of any Consideration Shares, the Convertible Note or any Note Shares, whether any such transaction described in clause (i)

or (ii) above is to be settled by delivery of Consideration Shares, the Convertible Note, Note Shares, in cash or otherwise, or (iii)

publicly announce any intention to effect any transaction specified in clause (i) or (ii) (each of the foregoing, a “Transfer”).

The foregoing restrictions shall not apply to (A) Transfers by Seller to any Affiliate of Seller, provided that such Affiliate agrees

in writing to be bound by the terms of this Section 1.4(c) as a condition to such Transfer, or (B) Transfers with the prior written consent

of Buyer. Any Transfer or attempted Transfer in violation of this Section 1.4(c) shall be null and void ab initio. Seller shall not request

that Buyer register the transfer (book-entry or otherwise) of any Consideration Shares, the Convertible Note, or any Note Shares in violation

of this Section 1.4(c).

Article

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Disclosure Schedule (as

defined herein below), Seller represents and warrants to Buyer as of the date of this Agreement (other than representations and warranties

that are made as of a specific date which are made only as of such date) that:

2.1

Existence; Authorization of Transaction; Binding Agreement.

(a)

Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware with the

requisite power to own, operate and lease its properties and to carry out its business as now conducted.

(b)

Seller has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is

a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance

of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, have been authorized by all

necessary corporate and other actions that are required on the part of Seller. This Agreement and the Ancillary Agreements to which Seller

is a party, as executed and delivered by Seller, assuming due execution and delivery of this Agreement by Buyer and, to the extent Buyer

is a party to the Ancillary Agreements, such Ancillary Agreements by Buyer, constitute valid and legally binding obligations of Seller,

enforceable against it in accordance with their terms and conditions, except to the extent enforcement thereof may be limited by the Equitable

Principles. Seller has made available to Buyer correct and complete copies of resolutions adopted by the board of directors of Seller

authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of its obligations

hereunder and thereunder and the consummation of the Transactions, each of which are in full force and effect.

2.2

Non-contravention. The execution and delivery by Seller of this Agreement or the Ancillary

Agreements to which it is a party, the performance of its obligations hereunder or thereunder or the consummation of the Transactions,

will not: (a) contravene, conflict with or result in any violation or breach of any provision of the Governing Documents of Seller, (b)

contravene, conflict with or result in any violation or breach of any applicable Law, Order or Permit, with or without giving notice or

the lapse of time or both, (c) require any consent or approval by any Person (including the Company), constitute a default, give rise

to any right of termination, cancellation or acceleration of any right or obligation of Seller or the Company, result in a loss of any

benefit to which Seller or the Company is entitled or increase any liabilities for which the Company is obligated, in each case, under

any Contract to which Seller or the Company is a party or their assets are bound; or (d) with or without giving notice or the lapse of

time or both, result in the creation or imposition of any Lien on any Shares or any asset or property of the Company, except for any Permitted

Liens.

2.3

Ownership of Shares. Seller holds of record and beneficially all of the Shares free and clear

of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Liens. Seller is not

party to any option, warrant, purchase right or other Contract (other than this Agreement) that could require Seller to sell, transfer

or otherwise dispose of or acquire any shares of capital stock of the Company.

2.4

Litigation . Seller is not a party to any pending or, to the Seller’s Knowledge, a potential

party to any threatened Proceeding involving Seller or the Shares, that could, either individually or in the aggregate, prevent, delay

or impair the ability of Seller to execute or deliver, or perform its obligations under, this Agreement or the Ancillary Agreements to

which Seller is a party or to consummate the Transactions. Seller is not the subject of any pending, rendered or, to the Seller’s

Knowledge, threatened insolvency Proceeding and has not made an assignment for the benefit of creditors or taken any action with a view

to institute any such insolvency Proceedings.

2.5

Brokers. No brokers’ commission or finders’ fee or other intermediary fees will

be owed to any Person in connection with the consummation of the Transactions as a result of any action taken by or on behalf of Seller.

2.6

Investment Intent; Accredited Investor Status.

(a)

Seller is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities

Act.

(b)

Seller is acquiring the Consideration Shares and the Convertible Note for its own account

for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of

the Securities Act or any other applicable securities Laws. Seller acknowledges that the Consideration Shares and

the Convertible Note have not been registered under the Securities Act or any state securities Laws and that the Consideration

Shares and the Convertible Note may not be transferred or sold except pursuant to the registration

provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to applicable state securities Laws and

regulations, and in compliance with Section 1.4(c).

(c)

Seller has sufficient knowledge and experience in financial and business matters so as to

be capable of evaluating the merits and risks of its investment in the Consideration Shares and the Convertible

Note and has the capacity to protect its own interests. Seller has been afforded the opportunity to ask questions of, and receive

answers from, the management of Buyer concerning the Consideration Shares, the Convertible Note and

the business and financial condition of Buyer, and has had access to such information as Seller has considered necessary or appropriate

to make an informed investment decision with respect to the Consideration Shares and the Convertible Note.

Article

REPRESENTATIONS AND WARRANTIES ABOUT THE COMPANY

Except as set forth in the disclosure schedules attached

hereto as Exhibit B relating to the Company and delivered by the Seller in connection herewith (the “Disclosure Schedule”),

Seller represents and warrants to Buyer as of the date of this Agreement (other than representations and warranties that are made as of

a specific date which are made only as of such date) that:

3.1

Organization, Qualification and Corporate Power.

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with

the requisite corporate power and authority to own, operate and lease its assets or properties and to carry out the business conducted

by it.

(b)

The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character of

the properties owned or held under lease by it or the nature of its business make such qualification necessary. Each such jurisdiction

is listed in Section 3.1(b)(i) of the Disclosure Schedule. During the past three years, the Company has not used any corporate, fictitious

or other name in the conduct of its business or in connection with the ownership, operation, or lease of its assets or properties.

3.2

Corporate Records; Directors and Officers. Correct and complete copies of the Governing Documents

of the Company (in each case, as amended to date) have been made available to Buyer. Complete and accurate copies of (a) the minute books

of the Company (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors

and other records, consents and resolutions customarily placed in minute books), and (b) the stock record books of the Company (including,

in each case, the stock ledger and all stock certificates) have been made available to Buyer. Set forth in Section 3.2 of the Disclosure

Schedule is a list of each director and officer of the Company, each of which has been duly elected and appointed pursuant to resolutions,

consents or other actions of the Company contained in the Company minute books made available to Buyer.

3.3

Capitalization. The authorized capital stock of the Company consists of 1,000 shares of common

stock, $0.001 par value per share, of which 100 shares are issued and outstanding as of the date hereof. The Shares have been duly and

validly authorized and issued, are fully paid and nonassessable, and, as of the date of this Agreement are held of record and held beneficially

by Seller. Except for the Shares, there are no outstanding or authorized equity interests of the Company. None of the Shares were issued

in violation of any preemptive rights and all of the Shares have been granted, offered, sold, issued, redeemed and transferred, as applicable,

in compliance with all applicable Law. There are no outstanding or authorized options, warrants, purchase rights, subscription rights,

conversion rights, exchange rights, preemptive rights or other Contracts that could require the Company to issue, sell, or otherwise cause

to become outstanding any of its capital stock or securities convertible or exchangeable for, or any options, warrants, or rights to purchase,

any of such capital stock. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any of its capital

stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to the Company. There

are no declared and unpaid dividends on any Shares. No Person has any interest, or right to acquire an interest, in the Company other

than Seller. There are no voting trusts or agreements, proxies, shareholder agreements or any other Contracts with respect to the voting

of any class of capital stock of the Company. The Company does not have any outstanding bonds, debentures, notes or other obligations

the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with Seller.

3.4

Subsidiaries; Joint Ventures. The Company does not directly or indirectly own or control,

or have any direct or indirect equity participation in, and has not ever directly or indirectly owned or controlled, or had any direct

or indirect equity participation in, any other Person. The Company is not currently a participant in any joint venture, partnership or

similar arrangement.

3.5

Compliance.

(a)

The Company is, and has been for the past three years, in compliance with all applicable Laws and, during the past three years,

has not at any time been in violation or default of any provision of its Governing Documents, or of any Order to which it is a party or

by which any of it or its assets are bound.

(b)

Since January 1, 2023, the Company has not entered into any agreement or settlement with any Governmental Entity with respect to

any actual or alleged violation of any applicable Law. No investigation or review by any Governmental Entity with respect to the Company

or its businesses is pending or, to Seller’s Knowledge, threatened. The Company has not received in the past three years any written

or oral notice, citation, suspension, revocation, limitation, warning, or request for repayment or refund issued by a Governmental Entity

which alleges or asserts that the Company has violated any applicable Law or which requires or seeks to adjust, modify or alter the Company’s

operations, activities, services or financial condition that has not been fully and finally resolved without further liability to the

Company.

3.6

Financial Statement Information; Accounting Controls; Accounts Receivable.

(a)

Attached to Section 3.6(a) of the Disclosure Schedule are true, correct and complete copies of the Company’s (i) unaudited

balance sheets and statements of income as of December 31, 2023, December 31, 2024 and December 31, 2025 (the “Annual Financials”),

and (ii) unaudited balance sheet and statement of income as of and for the six-month period ended June 30, 2026 (the “Interim

Financials” and together with the Annual Financials, the “Company Financials”). The Company Financials were

derived from the books and records of the Company, and the allocation of charges and credits contained in the Company Financials were

made on a consistent basis for the periods indicated and arose out of bona fide licenses, sales and deliveries of goods, performance of

services or other bona fide business transactions.

(b)

All books, records and accounts of the Company are accurate and complete and are maintained in all material respects in accordance

with good business practices and all applicable Law and have been made available to Buyer. The Company maintains systems of internal accounting

controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general

or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity

with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general

or specific authorization; and (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals

and appropriate action is taken with respect to any differences.

(c)

The Company is not a party to and does not have any commitment to become a party to, any joint venture, off-balance sheet, partnership

or any similar Contract involving the Company, on the one hand, and any Affiliate thereof and has no “off-balance sheet arrangements”

(as that term is defined in Item 303(a) of Regulation S-K of the Securities Act of 1933, as amended from time to time).

(d)

Section 3.6(d) of the Disclosure Schedule sets forth all Indebtedness of the Company. The Company has not guaranteed any liability

or obligation of any Person.

(e)

The Company has no liabilities, obligations, or commitments of any kind whatsoever (whether known or unknown, whether absolute

or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether asserted or not, and whether due or to become

due or otherwise), except for (i) liabilities and obligations specifically reflected on and adequately reserved against in the Interim

Financial Statements, or (ii) liabilities incurred for Transaction Expenses.

(f)

The accounts receivable appearing on the Interim Balance Sheet represent valid, actual, bona fide obligations owing to the Company

that (i) are fully collectible without set-off or counterclaim by the Company, subject to the reserve for doubtful accounts appearing

in the Interim Balance Sheet, and (ii) have been booked in the Ordinary Course of Business. The accounts receivable arising from the date

of the Interim Balance Sheet through the Closing Date will represent valid obligations owing to the Company. Any reserves provided for

accounts receivable in the Interim Balance Sheet or in the accounts since the date of the Interim Balance Sheet have been or will be computed

in accordance with GAAP. All of such accounts receivable are free and clear of any Lien (other than Permitted Liens) or other charges.

3.7

Tax Matters.

(a)

(i) The Seller Affiliated Group has timely filed (taking into account properly obtained extensions), for each taxable period during

which the Company was a member of the group, all Tax Returns required to be filed on behalf of the Company under applicable Law, and (ii)

the Company has timely made or prepared all Tax Returns required to be made or prepared by the Company, and has filed (taking into account

properly obtained extensions) all Tax Returns required to be filed by the Company, in each case under applicable Law. All such Tax Returns

described in clauses (i) and (ii) above are true, correct, and complete in all respects. All Taxes due and owing by the Company (whether

or not shown on any Tax Return) have been paid timely. No extensions or waivers of statutes of limitations have been given or requested

with respect to any Taxes of the Company. Seller has delivered to Buyer copies of all Tax Returns and examination reports of the Company

and statements of deficiencies assessed against, or agreed to by, the Company, for all taxable periods ending after January 1, 2023.

(b)

The Company is not a party to any Proceeding by any Taxing authority. There are no pending or threatened Proceeding by any taxing

authority.

(c)

The Company is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement.

(d)

The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to

any employee, independent contractor, creditor, customer, stockholder or other Person, and complied with all information reporting and

backup withholding provisions of applicable Law.

(e)

The Company has not been a member of an affiliated, combined, consolidated, or unitary Tax group for Tax purposes (other than any

such group the common parent of which is Seller). The Company has no liability for Taxes of any Person (other than a member of the Seller

Affiliated Group) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local, or foreign Law), as transferee

or successor, by contract, or otherwise.

(f)

There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.

(g)

Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Company is not,

nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable

period in Section 897(c)(1)(a) of the Code.

(h)

At all times since its formation, the Company has been (i) classified as a corporation for U.S. federal income tax purposes and

(ii) included on a consolidated tax return with the Seller Affiliated Group.

3.8

Litigation. The Company is not a party to any pending or, to Seller’s Knowledge, potential

party to any threatened Proceeding or Order concerning the Company or any of its businesses, properties or assets, nor is there any reasonable

basis for any Proceeding to be commenced by or against the Company. During the past three years, there has been no (a) Order rendered

by a Governmental Entity or (b) settlement agreement, in either case, concerning the Company or any of its properties or assets or any

of its respective directors, officers, managers or equityholders, or their ability to consummate the Transactions. The Company has not,

during the past three years, received notice of any Proceeding against the Company or any of its properties or assets. There is no unsatisfied

judgment or similar matter outstanding against the Company or its business, assets or properties.

3.9

Permits. The Company holds all Permits necessary for the conduct of the business of the Company

as now being conducted. Section 3.9 of the Disclosure Schedule sets forth a complete list of all such Permits. All such Permits are valid

and in full force and effect. The Company has not (a) received notice, of any pending Proceedings which could reasonably be expected to

result in the revocation, cancellation, suspension or any adverse modification of any such Permits or (b) any notice that any such Permit

will be suspended, terminated, revoked or modified or cannot be renewed in the Ordinary Course of Business, whether as a result of the

consummation of the Transactions or otherwise. There is no existing condition, situation or set of circumstances that could reasonably

be expected to result in the revocation, cancellation, suspension or any adverse modification of any such Permits.

3.10

Real Property. The Company does not own, nor has it ever owned, any real property. Section

3.10 of the Disclosure Schedule lists all real property leased, subleased or otherwise used or occupied by the Company and all real property

subleased by the Company to any third parties (the “Leased Premises”), and all leases, lease guaranties, subleases,

occupancy agreements and other documents related thereto, including all amendments, terminations and modifications thereof (collectively,

the “Leases”). The Company has valid leasehold interests in the Leased Premises. The Company has made available to

Buyer correct and complete copies of the Leases and, in the case of any oral Lease, a written summary of the material terms of such Lease.

With respect to the Leased Premises and the Leases: (a) each Lease is in full force and effect and is binding and enforceable against

each of the parties thereto in accordance with their respective terms subject to the Equitable Principles; (b) the Company, and, to Seller’s

Knowledge, any other party to any lease or sublease has complied in all material respects with any such lease or sublease; (c) no event

has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute

a breach or default on the part of the Company under any of the Leases; (d) no event has occurred which (whether with or without notice,

lapse of time or both or the happening or occurrence of any other event) would constitute a breach or default by any other party under

any of the Leases; (e) the Company has not waived any rights under any Lease which would, without such waiver, be in effect on or after

the date of this Agreement; (f) the Leased Premises constitute all of the real property required to conduct the business of the Company

as currently conducted and the Company currently occupies all of the Leased Premises for the operation of the business of the Company;

(g) there are no other Leases affecting the Leased Premises or to which the Company is bound other than those identified in Section 3.10

of the Disclosure Schedule; and (h) the Leased Premises are (i) in good operating condition and repair; (ii) not in need of maintenance

or repair except for ordinary routine maintenance and repair; and (iii) are structurally sound with no known defects and in conformity

with all applicable Law relating thereto currently in effect. The Company has performed all of its obligations under any termination agreement

pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect

to such terminated leases. The Company has not received notice of any condemnation or eminent domain Proceeding pending or threatened

against such property or any part thereof.

3.11

Personal Property. The Company has good and marketable title to, or in the case of leased

property and assets has valid leasehold interest in, all tangible personal property and assets necessary to conduct and operate the business

of the Company as currently being conducted and as presently proposed to be conducted, including all tangible personal property set forth

in the Interim Balance Sheet (except with respect to assets (a) disposed of in the Ordinary Course of Business since the date of the Interim

Balance Sheet and (b) acquired since the date of the Interim Balance Sheet in the Ordinary Course of Business). None of such property

or assets is subject to any Liens, except Permitted Liens. All personal property owned or leased by the Company, or used by the Company

in the operation of its business, is in good operating condition and repair (reasonable wear and tear excepted consistent with the age

of such items), is suitable for its intended use and has been regularly and properly serviced and maintained in a manner that would not

void or limit the coverage of any warranty thereon. The operation of the business of the Company as

it is now conducted and presently proposed to be conducted is not dependent upon the right to use the personal property of Persons

other than the Company, except for such personal property that is leased, licensed or otherwise contracted to the Company.

3.12

Intellectual Property.

(a)

Section 3.12(a) of the Disclosure Schedule sets forth a complete and accurate list of all (i) Registered Intellectual Property

(setting forth, for each item, the full legal name of the owner of record, applicable jurisdiction, status, application or registration

number, and date of application, registration or issuance, as applicable) and (ii) unregistered Owned Intellectual Property that is material

to the conduct of the business of the Company as currently conducted or contemplated to be conducted, including a description of all Company

Products that are currently sold, published, offered for sale, made available, distributed or under development by the Company. Except

as set forth in Section 3.12(a) of the Disclosure Schedule, there are no deadlines related to (i) registration, maintenance or renewal

fees with respect to the Registered Intellectual Property or (ii) the filing of any documents, applications or certificates (including

responses to office actions) or payment of fees that are required within six months of the Closing Date to maintain any of the Registered

Intellectual Property.

(b)

The Company has complied with all the requirements of all United States and, if applicable, foreign patent offices and all other

applicable Governmental Entities to maintain the Registered Intellectual Property in full force and effect, including payment of all required

fees when due to such offices or agencies. The original, first and joint inventors of the subject matter claimed in any patents owned

or patent applications filed by the Company are properly named therein, and the applicable statutes governing marking of products covered

by such patents and patent applications have been fully complied with. Other than prior art references cited in the applicable patent

office file history, there are no prior art references or prior public uses, sales, offers for sale or disclosures that could invalidate

any Company patents or any claim thereof, or any conduct the result of which could render any Company patents or any claim thereof invalid

or unenforceable.

(c)

The Company exclusively owns the Owned Intellectual Property, free and clear of any Liens other than Permitted Liens, and the Registered

Intellectual Property is subsisting, valid and enforceable. Each item of Company Intellectual Property is either: (i) owned solely by

the Company free and clear of any Liens other than Permitted Liens, or (ii) rightfully used and authorized for use by the Company and

its permitted successors pursuant to a valid and enforceable Company IP Agreement.

(d)

The conduct of the business of the Company has not been operated, and is not currently operated, in a manner that infringes or

misappropriates any Intellectual Property rights of any third party. The Company has not received any offer of a license or release, charge,

complaint, claim, demand or notice (i) alleging or implying that it has infringed or misappropriated any Intellectual Property rights

of any third party (including any claim that the Company must license or refrain from using any Intellectual Property rights of any third

party), or (ii) contesting or seeking to deny or restrict the validity, use, ownership or enforceability of any Company Intellectual Property.

To Seller’s Knowledge, no Person has infringed or misappropriated any Owned Intellectual Property.

(e)

Section 3.12(e) of the Disclosure Schedule lists all Company IP Agreements pursuant to which the Company has granted any license

or option to any third party with respect to the Owned Intellectual Property. The Company has made available to Buyer correct and complete

copies of all such Company IP Agreements (as amended to date).

(f)

All Company IP Agreements are legal, valid, binding, enforceable against the Company, and, to Seller’s Knowledge, the other

parties thereto. The Company has performed all obligations imposed on it in the Company IP Agreements, has made all payments required

to date, and is not, nor, to Seller’s Knowledge, is another party thereto, in material breach or default thereunder in any respect,

nor has any event occurred that with notice or lapse of time or both would constitute a material default thereunder. The Company has not

received any written or oral notice that any party to such Company IP Agreements is in breach or default thereunder.

(g)

The Company has, and has had, all rights in the Company Intellectual Property necessary to carry out the Company’s former

activities, current activities and currently planned activities with respect to the Company Products, including any of the Company Products

currently under development, including in each case rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative

works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, sublicense, rent, lease,

assign and sell the Company Intellectual Property in all geographic locations and fields of use. Title to all Owned Intellectual Property

is held by and in the name of the Company. The Company exclusively owns, free and clear of all Liens (other than Permitted Liens), and

has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property

currently used in or that has been used in the conduct of the business of the Company, except for the Intellectual Property that is the

subject of any Company IP Agreements that grant the Company the right to use such Intellectual Property.

(h)

The Owned Intellectual Property together with any Intellectual Property that is subject to Company IP Agreements constitutes the

only Intellectual Property used by the Company in the conduct of the business of the Company, and includes all Intellectual Property necessary

and sufficient for the conduct of the business of the Company by Buyer immediately following the Closing in substantially the same manner

as conducted by the Company during the 24 month period prior to the Closing.

(i)

Except as set forth in Section 3.12(i) of the Disclosure Schedule, each present or past employee, officer, consultant or any other

Person who developed for or on behalf of the Company any part of any Intellectual Property used in the conduct of the business of the

Company is a party to a valid and enforceable written agreement that conveys or obligates such Person to convey to the Company any and

all right, title and interest in and to all Intellectual Property developed by such Person in connection with such Person’s employment

with or engagement on behalf of the Company, or otherwise has by operation of law vested in the Company any and all right, title and interest

in and to all such Intellectual Property developed by such Person in connection with such Person’s employment with, or engagement

on behalf of, the Company.

(j)

There are no judgments, Orders, holdings, or settlement agreements against the Company that restrict its use of Intellectual Property

related to the business of the Company.

(k)

The Company has at all times taken commercially reasonable efforts to protect the confidentiality of all Trade Secrets and Confidential

Information used in the business of the Company. There has not been any unauthorized use or disclosure of any such Trade Secrets or Confidential

Information. The Company is not, nor as a result of the execution and delivery of this Agreement or any Ancillary Agreement to which it

is or will be a party or the performance of its obligations hereunder or thereunder, will be, in violation of any Contract relating to

Trade Secrets or Confidential Information. Access to the Company’s Trade Secrets and Confidential Information has been provided

only to the Company’s employees having a need to access and use the same in the course of performing work for the Company or to

third parties performing work on behalf of the Company, in each case, subject to written, binding and enforceable non-disclosure agreements

with respect thereto.

(l)

Section 3.12(l) of the Disclosure Schedule identifies each item of Software that is owned by the Company (“Owned Software”).

All Owned Software, all Company Products, and all other Software used in the conduct of the business of the Company is free from any material

defect and does not contain any mechanism for viruses, worms, time bombs, or unauthorized backdoor access that could be used to interfere

with the operation of such Software, and conforms in all material respects with its documentation with respect to performance, features,

and functionality. Except as set forth in Section 3.12(l) of the Disclosure Schedule, the Company has not transferred ownership rights

in Owned Software to any Person, and the Company has not disclosed or placed in escrow any source code for Owned Software, and is not

otherwise required to do so.

(m)

No Owned Software is, in whole or in part, offered under, subject to or distributed under a Contract or distribution model that

either does or, depending on how such Software is used or distributed, may: (i) prohibit or restrict any Person’s ability to charge

a royalty or receive consideration in connection with the sublicensing or distribution of any Software; (ii) require the distribution

or making available of source code of any Software; (iii) except as specifically permitted by Law, grant any right to any Person (other

than the Company) or otherwise allow any such Person to decompile, disassemble or otherwise reverse-engineer any Software; (iv) require

the licensing of any Software for the purpose of making derivative works; or (v) restrict any Person’s ability to place restrictions

on Software.

(n)

Section 3.12(n) of the Disclosure Schedule contains a complete and accurate list of all third-party Intellectual Property sold

with, incorporated into, distributed in connection with or used in the development of any Company Product (including any Company Product

currently under development) and setting forth for each item (i) the name of the owner and/or licensor of such item, and (ii) all licenses

and other agreements pursuant to which the Company holds rights to such item.

(o)

Section 3.12(o) of the Disclosure Schedule contains a complete and accurate list of all third party Software (other than off the

shelf commercially available binary code software licensed by the Company on a non-exclusive basis pursuant to standard terms in the Ordinary

Course of Business consistent with past practices that is not sold with, incorporated into, distributed in connection with or used in

the development or provision of any Company Product) setting forth for each such item (i) the name and version of such item, (ii) the

name of the owner and/or licensor of such item, (iii) all licenses and other agreements pursuant to which the Company holds rights to

such item, (iv) the Company Product(s), including version numbers, to which such item relates, if any, (v) whether such item is used internally

by or on behalf of the Company, (vi) whether such item is distributed, hosted, or offered as a service by or on behalf of the Company

(whether on a standalone basis or as an embedded or bundled component) and, if so, whether such item is distributed in source, binary

or other form, and (vii) whether such item has been modified by or on behalf of the Company. The Company has never been subjected to an

audit of any kind in connection with any license or other agreement pursuant to which the Company hold rights to any third-party Software,

nor received any notice of intent to conduct any such audit.

(p)

No funding, facilities or personnel of any educational institution or Governmental Entity were used, directly or indirectly, to

develop or create, in whole or in part, any Owned Intellectual Property or Company Product. The Company is not, and has never been, a

member or promoter of, or a contributor to, any industry standards body or similar organization that could compel the Company to grant

or offer to any third Person any license or right to any Owned Intellectual Property. To Seller’s Knowledge, no current or former

employee, consultant or independent contractor of the Company who was involved in, or contributed to, the creation or development of any

Company Intellectual Property has performed services for any Governmental Entity, for a university, college or other educational institution

or research center immediately prior to or during a period of time during which such employee, consultant or independent contractor was

also performing services for the Company. There is no governmental prohibition or restriction on the use of any Owned Intellectual Property

in any jurisdiction in which the Company currently conducts or has conducted business or on the export or import of any of the Company

Products from or to any such jurisdiction.

(q)

The Company has not received any written notice from any Governmental Entity, nor has any claim been served on the Company during

such time and is pending, in either case alleging a violation of individual privacy rights in connection with the operation of the business

of the Company, nor is there any basis for any such claim.

(r)

The Company IT Assets are adequate for, and operate and perform in all material respects in accordance with their documentation

and functional specifications and otherwise as required in connection with, the operation of the business of the Company as previously

conducted, as currently conducted and as currently proposed to be conducted. The Company IT Assets have not malfunctioned or failed at

any time since the Company’s inception in a manner that resulted in material disruptions to the operation of the Company’s

business, or material expenses related thereto. The Company IT Assets do not contain any unauthorized feature (including any worm, bomb,

backdoor, clock, timer or other disabling device, code, design or routine) that causes the Software or any portion thereof to be erased,

inoperable or otherwise incapable of being used, either automatically, with the passage of time or upon command by any Person. The Company

has implemented reasonable backup, security and disaster recovery technology consistent with industry practices, and no Person has gained

unauthorized access to any Company IT Assets.

(s)

The execution of this Agreement and the Ancillary Agreements and the consummation of the Transactions will not result in the loss

or impairment of the rights of the Company to own or use any of the Intellectual Property currently used in the business of the Company,

or in a violation or termination of any Company IP Agreement.

3.13

Title to Property and Assets. Except as disclosed in Section 3.13 of the Disclosure Schedule,

the Company owns its property and assets free and clear of all Liens, other than Permitted Liens. The assets held by the Company constitute

all of the material assets, properties, consents and rights, tangible and intangible, of any nature whatsoever, that are necessary to

permit Buyer to carry on the business of the Company immediately following the Closing in substantially the same manner as presently conducted

by the Company.

3.14

Banking Relationships. Set forth in Section 3.14 of the Disclosure Schedule are the names

and locations of all banks and other financial institutions in which the Company has accounts, lines of credit, safety deposit boxes and,

with respect to each account, line of credit, and safety deposit box, the names of all Persons authorized to draw thereon or to have access

thereto, as well as the account numbers and account types. All funds in such bank accounts are held on demand deposit and are not subject

to any restriction or limitation as to withdrawal.

3.15

Material Contracts.

(a)

Set forth in Section 3.15(a) of the Disclosure Schedule is a complete and accurate list, as of the date of this Agreement, of all

Contracts to which the Company is a party or by which it, or any of its assets or properties, are otherwise bound that fall within any

of the following categories, with each such responsive Contract specifically categorized (as applicable) by corresponding subsection (i)

– (xxii) below (the “Material Contracts”):

(i)

any Lease;

(ii)

any Contract (or group of related Contracts) which involved payments in calendar year 2025 or that are forecasted by the Company

to involve payments in 2026 by or to the Company in excess of $20,000, including any Contract (or group of related Contracts) for the

purchase or sale of materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the furnishing

or receipt of services;

(iii)

any Contract with any supplier or customer listed in Section 3.22 of the Disclosure Schedule;

(iv)

any partnership agreement, joint venture agreement, teaming agreement, limited liability company operating agreement, strategic

alliance or other similar agreement or arrangement;

(v)

any Contract that provides for “earn-outs” or other contingent payments;

(vi)

any Contract relating to the acquisition or disposition by the Company of any Person or business (whether by merger, stock sale,

asset sale or otherwise);

(vii)

any Contract with Seller or any Affiliate of the Company or with any consultant, employee, officer or director (other than as set

forth in clause (viii) below);

(viii)

any employment, retention, personal services, consulting, severance, golden parachute, bonus, change-in-control, indemnification

or similar Contract with or for the benefit of officers, directors, employees, consultants or agents;

(ix)

any union or collective bargaining agreement or other Contracts with any labor union, work councils, employees’ representatives,

labor boards or similar associations;

(x)

any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company or any Contract that

contains a guarantee by Seller or any of its Affiliates of any obligation of the Company;

(xi)

any Contract related to Indebtedness of the Company (including loan agreements, credit agreements, notes, security agreements,

mortgages and indentures) or providing for the creation of any Lien upon any of the property or assets of the Company;

(xii)

any Contract (A) relating to any loan or advance by the Company to any Person which is outstanding as of the date of the Agreement

or (B) obligating or committing the Company to make any such loans or advances;

(xiii)

any Contract relating to any currency, commodity or other hedging or swap Contract;

(xiv)

any Contract containing active restrictive covenants, the specific type of which is identified in subsection (xiv) of Section 3.15(a)

of the Disclosure Schedule (including non-disclosure, non-competition, non-solicitation, exclusive dealing, grants of exclusive rights,

“most-favored nations” rights and rights of first refusal), limiting the Company from freely engaging in any business or in

any geographic area, making use of any Intellectual Property or otherwise limiting or restricting the right of the Company to sell or

distribute any Company Products, services or Intellectual Property or to purchase or otherwise obtain any products or services used in

the business of the Company;

(xv)

any Contract (A) for the license of any patent, copyright, Trade Secret or other proprietary information involving the payment

by or to the Company in excess of $20,000 per year or (B) pursuant to which the Company has acquired the right to use any Intellectual

Property or granted to any third party or Governmental Entity the right to use any Intellectual Property of the Company;

(xvi)

any Contract pursuant to which the Company is obligated to jointly develop any Intellectual Property that will not be owned, in

whole or in part, by the Company;

(xvii)

any settlement agreement entered into within three years prior to the date of this Agreement involving the payment by or to the

Company or under which the Company has outstanding obligations;

(xviii)

any Contract containing any future capital expenditure obligations in excess of $20,000;

(xix)

any Contract under which the Company is lessee of or holds or operates any tangible property (other than real property), owned

by any other Person;

(xx)

any lease or Contract under which the Company is lessor of or permits any third party to hold or operate any tangible property

(other than real property), owned or controlled by the Company;

(xxi)

any power of attorney affecting the Company; and

(xxii)

any other Contract that is otherwise material to the business of the Company.

(b)

The Company has made available to Buyer a correct and complete copy of each Material Contract (or a description if unwritten) (as

amended to date). Each Material Contract: (i) was duly authorized, executed and delivered by or on behalf of the Company and (ii) constitutes

a legal, valid and binding agreement of the Company and, to the Seller’s Knowledge, the other parties thereto, enforceable in accordance

with its terms and is in full force and effect. Neither the Company nor, to Seller’s Knowledge, any other party thereto, is in default

or breach under, or in violation of, the terms of any such Material Contract and the Company has not received written or oral notice of

any breach, default or violation under any such Material Contract. The Company has not received notice of any intention by any party to

any such Material Contract to terminate, amend or materially reduce its business relationship with the Company. The Company has not waived

any rights under any Material Contract. To Seller’s Knowledge, no event has occurred which either entitles, or would, with notice

or lapse of time or both, entitle any party to any such Material Contract (other than the Company) to declare breach, default or violation

under any such Material Contract or to accelerate performance under any such Material Contract. There is no reason to believe that any

Material Contract with a customer will not remain in effect after the Closing or continue to generate substantially the same or more revenue

after the Closing through the remainder of its term as such Material Contract currently generates.

3.16

Government Contracts(a). The Company

is not a party or subject to, or bound by, any prime contract, subcontract, grant, subaward, other agreement or contract, basic ordering

agreement, blanket purchase agreement, teaming agreement, letter contract, purchase order, task order or delivery order of any kind awarded

to the Company or any joint venture in which the Company has an interest by any Governmental Entity or by a prime contractor or higher-tier

subcontractor under such documents.

3.17

Insurance. Set forth in Section 3.17 of the Disclosure Schedule is a list of all policies

of insurance (including policies providing property, casualty, liability, and workers’ compensation coverage and bond and surety

arrangements, but not including any policy with respect to a Benefit Plan set forth in Section 3.19(a) of the Disclosure Schedule) to

which the Company is a party and identifies the policy type, carrier and policy number. True, correct and complete copies of all such

policies have been made available to Buyer. With respect to each such insurance policy: (a) the policy is, and at all times since its

inception has been, in full force and effect by its terms; (b) neither the Company, or, to Seller’s Knowledge, any other party to

the policy, is in breach or default (including with respect to the payment of premiums or the giving of notices) and (c) the Company has

not received notice from any insurer disclaiming coverage or reserving rights with respect to a particular claim or any such policy in

general. The insurance policies set forth in Section 3.17 of the Disclosure Schedule provide coverage, and are in such amounts, with such

deductibles, which in each case are sufficient for the requirements of applicable Law and all Contracts to which the Company is a party

or by which the business, the assets or properties of the Company are bound and as is reasonable for the business, assets and properties

of the Company. Excluding insurance policies that have expired and been replaced in the Ordinary Course of Business, (x) no insurance

policy has been cancelled within the last three years and no threat has been made to cancel any insurance policy covering the business,

the Company or its businesses, assets or properties during such period and (y) no event has occurred that limits or impairs, or would

be reasonably expected to limit or impair, the rights of the Company under any such insurance policies or any of its businesses. In the

last three years, the Company has not received any written or, to the Seller’s Knowledge, oral notice from, or on behalf of, any

insurance carrier of the Company (i) relating to or involving any adverse change (other than in the Ordinary Course of Business) in the

conditions of insurance or any refusal to issue any insurance policy or (ii) requiring or suggesting any material alteration of any assets,

purchase of additional equipment or material modification of any of the Company’s methods of doing business.

3.18

Personnel.

(a)

Set forth in Section 3.18(a) of the Disclosure Schedule is a list of the (i) names of all

employees, independent contractors, and consultants of the Company as of the date of this Agreement, and

(ii) for each individual described in clause (i) above, (A) the location(s) from which the

individual performs services for the Company, (B) the individual’s title or position, hire

date, and employee status, (C) the individual’s current annual

base salary rates or hourly pay rates and any Contracts entered into between the Company and such individual,

(D) the benefits provided to each such individual, (E) the individual’s overtime

exemption classifications, (F) the individual’s annual target bonus, and (G) the amounts

of accrued and unused leave time for the individual. All compensation payable to all employees, independent contractors, or consultants

of the Company for services performed on or prior to the Closing Date have been paid in full, except for amounts earned during the current

pay period which are expected to be paid in accordance with the Company’s standard semimonthly payroll schedule.

(b)

The Company is and has been in compliance in all material respects with all applicable Laws, rules and regulations respecting hiring

of employees, employment, employment practices, including discrimination or harassment in employment, terms and conditions of employment,

termination of employment, wages, overtime classification, hours, vacation, leaves, occupational safety and health, employee whistle-blowing,

immigration, withholding of income Taxes on wages, unemployment compensation, worker’s compensation, social security contributions,

employee privacy, disability, collective bargaining, secondment, layoffs, employment practices, classification of workers as employees

and independent contractors and as exempt or nonexempt under the Fair Labor Standards Act and comparable state Laws, and employment record-keeping

and posting requirements, and termination of employees. The Company is not engaged in any unfair labor practice, as defined in the National

Labor Relations Act or other applicable Laws. None of the employees of the Company is represented by any labor union for collective bargaining

with the Company or is a party to or otherwise bound by any labor or collective bargaining agreement. The Company has not received notice

of any union organization campaign, labor strike, labor dispute, labor grievance or arbitration, or concerted work stoppage, and the Company

has not experienced any labor strike. To Seller’s Knowledge, no employee or independent contractor of the Company is in violation

of any term of any employment Contract, confidentiality, noncompetition or other proprietary rights agreement or any other Contract relating

to the right of such Person to be employed by, or provide services to, the Company.

(c)

There are not now, nor within the past three years have there been, any Proceedings, actions, suits or claims relating to any labor,

employment, or safety matters involving any employee, candidate or non-employee worker, including, but not limited to, charges of unfair

labor practices, discrimination complaints, harassment complaints, retaliation complaints, complaints of unpaid wages or overtime, complaints

of overtime exemption misclassification, wrongful discharge, improper background checks or any other alleged unlawful employment practice,

which, if adversely determined, would, individually or in the aggregate, result in any liability to the Company. No such Proceedings,

actions, suits or claims are currently pending before the National Labor Relations Board, the Equal Employment Opportunity Commission

or any other Governmental Entity or self-regulatory organization and, to Seller’s Knowledge, no such actions, suits or claims have

been threatened within the past three years. To Seller’s Knowledge, there is no reasonable basis for any claim by any current or

former employee, candidate, or non-employee worker that they were subject to a wrongful discharge, or any employment discrimination or

retaliation by the Company, or its management, arising out of or relating to such individual’s race, sex, age, religion, national

origin, ethnicity, handicap, any other protected characteristic or activity protected under applicable Laws, or based upon an alleged

breach of contract. There are no pending or, to Seller’s Knowledge, threatened claims or actions against the Company under any worker’s

compensation policy, short-term disability plan or policy, or long-term disability plan or policy (other than routine claims for payment

of benefits).

(d)

The Company does not have any outstanding liability under the Worker Adjustment and Retraining Notification Act, or any similar

applicable foreign, state or local Law with respect to employee layoffs.

(e)

No current officer or senior employee of the Company has provided written or oral notice that he or she intends to terminate his

or her employment relationship with the Company, prior to Closing or within one year following the consummation of the Transactions.

(f)

All employees of the Company are legally entitled to work in the United States and all Persons employed by the Company during the

past three years were at the time of their employment, legally entitled to work in the United States.

(g)

The Company is not a party to any Contract with any employee that (i) restricts the right of the Company to terminate the employment

of such employee without cause or without a specific notice period, or (ii) obligates the Company to pay severance or pay or accelerate

any other payments (including acceleration of equity) or benefits to such employee upon termination of such employee’s employment

with the Company.

(h)

No officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract or arrangement that purports

to limit the ability of such officer, director, agent, employee, consultant, or contractor (i) to engage in or continue or perform any

conduct, activity, duties or practice relating to the business of the Company or (ii) to assign to the Company or to any other Person

any rights to any invention, improvement, or discovery. No former or current employee is a party to, or is otherwise bound by, any Contract

or arrangement that in any way adversely affected, affects, or will affect the ability of Buyer to conduct the business carried on by

the Company.

(i)

Neither the execution and delivery of this Agreement nor any Ancillary Agreement nor the consummation of Transactions will result

in forgiveness, in whole or in part, of any outstanding loans made by the Company to any current or former employees, directors, officers

or consultants of the Company.

(j)

There are no pending workman’s compensation liabilities, matters or experience that individually would reasonably be expected

to result in liability in excess of $25,000 or collectively in excess of $50,000.

3.19

Employee Benefits.

(a)

Set forth on Section 3.19(a) of the Disclosure Schedule is a list of each plan, fund, program, agreement, policy or arrangement

(written or oral) which is sponsored, maintained or contributed to by the Company, for the benefit of its current or former employees,

directors, officers or consultants (and their spouses and dependents) or with respect to which the Company has any direct or indirect

liability, whether contingent or otherwise, including those that provide executive compensation, deferred or incentive compensation, compensation,

bonus, commission, pension, profit-sharing, stock-related rights (including, but not limited to, stock bonus, stock option, stock purchase,

restricted stock and restricted stock units), termination, salary continuation, employee assistance, supplemental retirement, severance,

vacation, sickness, disability, death, material fringe benefit, insurance (including any self-insured arrangements), health or medical,

worker’s compensation, supplemental unemployment benefits, post-employment or retirement benefits (including compensation, pension,

health, medical or life insurance benefits) or other benefits; benefits under an Employee Pension Benefit Plan (collectively, the “Pension

Plans”); and benefits under an Employee Welfare Benefit Plan (collectively, the “Welfare Plans” and, collectively

all arrangements described in this Section 3.19(a) are hereinafter referred to as the “Benefit Plans.” Each such Benefit

Plan that is sponsored or maintained by the Company is hereinafter referred to as a “Company Benefit Plan” as appropriate.

(b)

Each Pension Plan which is intended to be qualified under Section 401(a) of the Code has been qualified during the period from

its adoption to date and has received a favorable determination letter (or opinion letter, if applicable) from the IRS stating that such

Pension Plan is so qualified; and each trust forming a part thereof is, and has been since its formation, exempt from tax pursuant to

Section 501(a) of the Code. There are no facts or circumstances that would reasonably be expected to cause the loss of such qualification.

(c)

Each Benefit Plan has been established, administered and maintained in all material respects in accordance with its governing instruments

and all applicable Laws, including, but not limited to, ERISA and the Code.

(d)

(i) There have been no Prohibited Transactions with respect to any Company Benefit Plan which could result in material liability

to the Company; (ii) there has been no breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) with respect to

any Company Benefit Plan which could result in any liability to the Company; and (iii) the Company has not received notice of any Proceeding

relating to any Benefit Plan (other than routine claims for benefits).

(e)

Neither the Company nor any of its respective ERISA Affiliates has ever sponsored, maintained or contributed to, or had any liability

under or with respect to, any Employee Pension Benefit Plan covered by Title IV of ERISA, Section 302 of ERISA or Sections 412, 430 or

431 of the Code. Neither the Company, any of its Affiliates nor any of their respective ERISA Affiliates contributes to or has any other

liability under or with respect to any “multiemployer plan” as defined in ERISA Section 3(37), or any “multiple employer

welfare arrangement” as defined in Section 3(40)(A) of ERISA or “multiple employer plan” as described in ERISA Section

210.

(f)

The Company does not sponsor or maintain an Employee Welfare Benefit Plan which provides health, life or other welfare benefits

or similar coverage for former directors, officers or employees (or any spouse or former spouse or other dependent thereof), other than

benefits required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar state Laws at the individual’s sole expense.

(g)

The Company has made available to Buyer, with respect to each Company Benefit Plan, correct and complete copies of the following:

(i) the annual report (if required under ERISA) with respect to each such Company Benefit Plan for the last three years (including all

schedules and attachments); (ii) the summary plan description, together with each summary of material modification required under ERISA

with respect to such Company Benefit Plan; (iii) each written Company Benefit Plan; (iv) for each Company Benefit Plan, all trust agreements,

insurance Contracts and similar instruments with respect to each funded or insured Company Benefit Plan; (v) any coverage, nondiscrimination

and top-heavy testing reports for the last three plan years with respect to each Company Benefit Plan that is subject to coverage, nondiscrimination

and/or top-heavy testing; and (vi) investment management agreements, administrative services Contracts or similar Contracts relating to

the ongoing administration, investment or implementation of any Company Benefit Plan.

(h)

The Company has not undertaken to maintain any Company Benefit Plan for any fixed period of time and each such Company Benefit

Plan is terminable at the sole discretion of the Company in accordance with the terms of such plan.

(i)

All contributions and premiums required by applicable law or by the terms of any Benefit Plan or any Contract relating thereto

have been timely made (without regard to any waivers granted with respect thereto) to any funds or trusts established thereunder or in

connection therewith. No action or other claim with respect to any Benefit Plan (other than routine claims for benefits) that has resulted

or would reasonably be expected to result in material liability to the Company is pending or, to Seller’s Knowledge, threatened.

Each Benefit Plan providing for deferred compensation that constitutes a “nonqualified deferred compensation plan” (as defined

in Section 409A(d)(1) of the Code and applicable regulations) complies with the requirements of Section 409A of the Code and the treasury

regulations promulgated thereunder.

(j)

The execution and delivery of this Agreement and the Ancillary Agreements to which Seller or the Company is a party and the consummation

of the Transactions will not (alone or in combination with any termination of employment or service), (i) increase the compensation or

benefits payable under any Benefit Plan, (ii) result in any acceleration of the time of payment or vesting of any compensation or benefits

payable under any Benefit Plan or otherwise accelerate or increase any liability of the Company under any Benefit Plan, (iii) create any

limitation or restriction on the right of the Company or any of its respective ERISA Affiliates to merge, amend or terminate any Benefit

Plan, or (iv) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an

“excess parachute payment,” as defined in Section 280G(b)(1) of the Code.

3.20

Environmental Matters. The Company: (a) is, and at all times has been, in compliance with

all Environmental Laws and Permits required by all applicable Environmental Laws and have no liability under any Environmental Laws; (b)

has not received any notices, complaints, demand letters, Orders or requests for information from any Person or Governmental Entity indicating

that it may be in violation of, or liable under, any Environmental Law, and the Company is not subject to any pending or, to Seller’s

Knowledge, threatened Proceeding under any Environmental Law or have been subject to any Proceeding under any Environmental Law; (c) has

not stored, used, disposed of or released any Hazardous Substances on, in or under any real property; (d) has not arranged for offsite

disposal of any Hazardous Substances; and (e) has not conducted within the past three years any environmental investigation, study, test,

audit, review or other analysis in relation to the current or prior business of the Company. There are no Hazardous

Substances that have been released or are being stored or are otherwise present on, under or about any real property constituting, or

connected with, the Leased Premises, and Hazardous Substances have not been released, stored or are otherwise present on, under or about

any real property formerly owned, leased or operated by the Company. The Company has not assumed, contractually or by operation of Law,

any liabilities or obligations under any Environmental Laws.

3.21

Certain Business Relationships. No Related Person, directly or indirectly: (a) owns any interest

in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to, or borrower from or has the right to

participate in the profits of, any Person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of the Company;

(b) owns in whole or in part, any property, asset or right, real, personal or mixed, tangible or intangible (including, but not limited

to, any of the Intellectual Property) which is used by or in connection with the business of the Company; (c) is a customer of or supplier

to the Company or otherwise involved in any business relationship with the Company; (d) has an interest in or is a party to any Contract

pertaining or relating to the Company; (e) owes any amount to the Company (nor does the Company owe any amount to, or has committed to

make any loan or extend or guarantee credit to or for the benefit of, any Related Person); or (f) has any claim or cause of action against

the Company.

3.22

Customers and Suppliers. Section 3.22 of the Disclosure Schedule lists (by dollar volume paid)

for the most recently completed fiscal year and the current fiscal year-to-date: (a) the 10 largest customers of the Company and (b) the

10 largest suppliers to the Company. Opposite the name of each such customer and supplier is the approximate percentage of revenues (or

expenses) attributable to such customer or supplier for the most recently completed fiscal year and the current fiscal year-to-date. The

relationships of the Company with such customers and suppliers are good commercial working relationships. Except for completions or expirations

of Contracts in accordance with their terms or as otherwise set forth in Section 3.22 of the Disclosure Schedule, since January 1, 2025,

no customer or supplier listed in Section 3.22 of the Disclosure Schedule has, (i) to Seller’s Knowledge, threatened to cancel or

otherwise terminate, or intends to cancel or otherwise terminate, any relationship of such Person with the Company; (ii) materially decreased

or threatened to stop, decrease or materially limit or modify its relationship with the Company or its purchase of products or services

from, or supply of products or services to, the Company, (iii) notified the Company that it intends to refuse to pay any amount due to

the Company or seek to exercise any remedy against the Company, or (iv) indicated that it desires or intends to effect a change to any

of its Contracts with the Company. Since January 1, 2025, the Company has not engaged in any material dispute with any Person listed in

Section 3.22 of the Disclosure Schedule. The consummation of the Transactions will not adversely affect the relationship of the Company

with any customer or supplier listed in Section 3.22 of the Disclosure Schedule.

3.23

No Other Agreement to Sell. Other than the sale of products or services in the Ordinary Course

of Business and except with respect to the Transactions, the Company does not have any legal obligation, absolute or contingent, to any

other Person to sell, encumber or otherwise transfer the Company, any Company capital stock (including the Shares), the assets of the

Company or the business of the Company (in whole or in part), or to effect any merger, consolidation, combination, share exchange, recapitalization,

liquidation, dissolution, change in control or other reorganization or similar transaction involving the Company, or to enter into any

agreement with respect thereto.

3.24

Brokers. No broker, finder or investment banker or other Person is directly or indirectly

entitled to any brokerage, finder’s or other contingent fee or commission or any similar charge in connection with the Transactions

based upon arrangements made by or on behalf of the Company or any of its Affiliates.

3.25

FDA and Regulatory Matters.

(a)

The Company is, and since January 1, 2021, has been, in compliance with all Healthcare Laws applicable to the Company and any Company

Product, including requirements relating to design, manufacturing, development, and validation, clinical and non-clinical research and/or

testing, premarket approval or clearance, premarketing notification, labeling, advertising and promotion, record keeping, adverse event

or medical device reporting, reporting of corrections and removals, and current good manufacturing practice (GMP) for biological, tissue,

and medical device products. To the Seller’s Knowledge, no officer, director, or employee of the Company or Seller has engaged in

any act on behalf of the Company that violates any Healthcare Law in any material respect. The Company and, to the Seller’s Knowledge,

any contract manufacturers assisting in the manufacture of any Company Product are, and, since January 1, 2023, have been, in compliance

with CLIA registration and any other establishment registration requirements and product listing requirements to the extent required by

applicable Healthcare Laws insofar as they pertain to the manufacture of any Company Product or the business operations of the Company.

Neither Seller nor the Company has received any written notification of any pending or threatened subpoena, hearing, enforcement, or other

Proceeding from any Governmental Entity, including the FDA, the Centers for Medicare & Medicaid Services (“CMS”),

the U.S. Department of Health and Human Services Office of Inspector General, the U.S. Department of Justice, any U.S. Attorney’s

Office or state Attorney General, or any comparable state or federal Governmental Entity alleging potential or actual non-compliance by,

or liability of, the Company under any Healthcare Law.

(b)

The Company holds such Permits required for the conduct of its business as currently conducted, including those Permits necessary

to permit the design, manufacturing, development, validation, pre-clinical and clinical testing, research, manufacture, labeling, sale,

importation, exportation, storage, shipment, distribution, commercialization, and promotion of Company Products in jurisdictions where

it currently conducts such activities with respect to each Company Product (collectively, the “Company Licenses”),

except to the extent where the failure to hold such Permits would not, individually or in the aggregate, be reasonably expected to have

a Company Material Adverse Effect. The Company has fulfilled and performed all of its obligations with respect to each Company License

and is in material compliance with all terms and conditions of each Company License, and, to Seller’s Knowledge, no event has occurred

which allows, or after notice or lapse of time would allow, revocation, suspension or termination thereof or would result in any other

impairment of the rights of the holder of any Company License, except to the extent where the failure to be in material compliance would

not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Neither Seller nor the Company

has received any written information or notification from the FDA or any other Governmental Entity with jurisdiction over any Company

Product which would reasonably be expected to lead to the denial of any application for marketing approval, licensure, certification,

accreditation, or clearance currently pending, or planning to be submitted before the FDA or any other Governmental Entity.

(c)

All material applications, filings, reports, documents, claims, submissions and notices required to be filed, maintained or furnished

to the FDA, CMS, state or other Governmental Entities have been so timely filed, maintained or furnished and were complete and correct

in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing), including adverse event reports,

medical device reports, reports of recalls, corrections and removals with regard to any Company Product and any transparency reports.

All applications, notifications, submissions, information, claims, reports, filings and other data and conclusions derived therefrom utilized

as the basis for, or submitted in connection with, any and all requests for a Company License from the FDA or other Governmental Entity

relating to the Company or its businesses or the Company Products, when submitted to the FDA or any other Governmental Entity, whether

oral, written or electronically delivered, were true, accurate and complete in all material respects as of the date of submission. Any

necessary or required updates, changes, corrections or modifications to such applications, notifications, submissions, information, claims,

reports, filings and other data have been submitted to the FDA or other Governmental Entity and as so updated, changed, corrected or modified

remain true, accurate and complete in all material respects and do not materially misstate any of the statements or information included

therein or omit to state a material fact necessary to make the statements therein not misleading.

(d)

Neither Seller nor the Company has received any written notice or other communication from the FDA or any other Governmental Entity

contesting the regulatory classification, licensure or lack of licensure, failure to obtain pre-market clearance or approval of the uses

of or the labeling and promotion of any Company Product. To Seller’s Knowledge, no manufacturing site which assists in the manufacture

of any Company Product or components thereof (whether Company-owned or operated or that of a contract manufacturer) or laboratory which

is used to develop or perform any Company Product has been subject to a Governmental Entity (including the FDA) shutdown or import or

export detention, refusal or prohibition. Neither the Company nor, to the Seller’s Knowledge, any manufacturing site which assists

in the manufacture of any Company Product or material component thereof (whether Company-owned or operated or that of a contract manufacturer)

or laboratory which has been used to develop or perform any Company Product has received, since January 1, 2021, any FDA Form 483 or other

Governmental Entity notice of inspectional observations or adverse findings, “warning letters,” “untitled letters”

or similar correspondence or notice from the FDA or other Governmental Entity alleging, observing or asserting noncompliance with any

applicable Healthcare Laws or Company Licenses or alleging a lack of safety or effectiveness from the FDA or any other Governmental Entity,

and, to Seller’s Knowledge, there is no such Action pending or threatened.

(e)

The FDA has not mandated that the Company recall any Company Product. There are no voluntary recalls of any Company Product contemplated

by the Company or pending. Since January 1, 2023, there have been no recalls (either voluntary or involuntary), field notifications, field

corrections, market withdrawals or replacements, warnings, “dear doctor” letters, investigator notices, safety alerts or other

notices of action relating to an alleged lack of safety, efficacy or regulatory compliance of any Company Product or component thereof,

or seizures ordered or adverse regulatory actions taken (or, to the Seller’s Knowledge, threatened) by the FDA or any Governmental

Entity with respect to any Company Product or component thereof or any facilities where any Company Product or component thereof are developed,

designed, tested, manufactured, assembled, processed, packaged or stored.

(f)

There are no clinical trials that are being conducted as of the date hereof by or on behalf of, or sponsored by, the Company.

(g)

The Company is not the subject of any pending or, to Seller’s Knowledge, threatened, investigation regarding the Company

or any Company Product by the FDA pursuant to the FDA Fraud Policy. Neither the Seller nor the Company nor, to Seller’s Knowledge,

any officer, employee, agent or distributor of the Company or Seller has made an untrue statement of material fact to the FDA or any other

Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Entity or committed

an act, made a statement or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide

a basis for the FDA or any other Governmental Entity to invoke the FDA Fraud Policy or any similar policy. Neither the Seller nor the

Company nor, to Seller’s Knowledge, any officer, employee, agent or distributor of the Company or Seller has been debarred or excluded

or has been convicted of any crime or engaged in any conduct for which such Person could be debarred under 21 U.S.C. § 335a or excluded

from participating in the federal healthcare programs under Section 1128 of the Social Security Act of 1935, or any similar Law. No Proceedings

that would reasonably be expected to result in a debarment or exclusion are pending or, to the Seller’s Knowledge, threatened, against

the Company or, to the Seller’s Knowledge, any of its directors, officers, employees or agents.

(h)

All of the Company’s Contracts, participation in joint ventures, and other business relationships with potential customers,

prescribers, physicians or other healthcare professionals, distributors, patients, or other sources of orders or referrals, including,

any consulting, speaker, development, sponsorship, grant and royalty agreements with, and training events for, physicians, other healthcare

professionals or providers, governmental representatives or healthcare entities or organizations, comply in all material respects with

all Healthcare Laws.

(i)

To Seller’s Knowledge, none Seller, the Company or any director, officer, or employee of Seller or the Company (i) has engaged

in, been charged with or been investigated for any conduct that would reasonably be expected to result in exclusion from any federal healthcare

program or debarment or any other sanction under similar foreign, state, or local applicable Law, or (ii) has otherwise engaged in any

activities that would reasonably be expected to provide cause for civil, criminal or administrative penalties or sanctions or mandatory

or permissive exclusion under any Healthcare Laws.

(j)

Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company (i) since January 1,

2023, (A) all Company Products manufactured and sold by the Company have been provided in conformity with the Company’s applicable

contractual commitments, warranties and specifications; and (B) neither the Company nor Seller has received or otherwise been made aware

of any written notices, citations or decisions by any Governmental Entity that any Company Product is defective or fail to meet any applicable

standards promulgated by any such Governmental Entity; and (ii) the Company has obtained, in all countries where it is marketing or has

marketed any Company Product, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state

or federal agencies in such countries regulating the safety, effectiveness and market clearance of such Company Products currently marketed

by the company in such countries.

(k)

For purposes of this Agreement:

(i)

“Healthcare Laws” means, to the extent applicable to the conduct of the Company’s business, as applicable,

the following: (A) the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”), the Federal Food, Drug, and Cosmetic Act

(21 U.S.C. § 301 et seq.), the Public Health Service Act (42 U.S.C. § 201 et seq.), the coverage and reimbursement provisions

of Medicare (Title XVIII of the Social Security Act) and Medicaid (Title XIX of the Social Security Act) and other government healthcare

programs, including the Veterans Health Administration and the U.S. Department of Defense healthcare and contracting programs, the federal

Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the civil False Claims

Act (31 U.S.C. §§ 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Health Insurance Portability

and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), including the criminal provisions thereunder, as amended by the Health

Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.) and the exclusion laws (42 U.S.C. §

1320a-7), the Sunshine/Open Payments Law (42 U.S.C. § 1320a-7h), and any other U.S. federal or state Law that regulates the design,

development, testing, studying, manufacturing, processing, transporting, storing, importing or exporting, licensing, labeling or packaging,

advertising, distributing, selling or marketing of any Company Product, or that is related to remuneration (including ownership) to or

by physicians or other healthcare providers (including kickbacks) or the disclosure or reporting of the same, recordkeeping, the hiring

of employees or acquisition of services or supplies from those who have been excluded from government healthcare programs, quality, safety,

privacy, security, licensure, accreditation or any other aspect of providing healthcare products or services; (B) all equivalent or similar

Laws in any jurisdiction applicable to the Company or any Company Product; and (C) all regulations and guidance documents promulgated

pursuant to such Laws.

(ii)

“FDA” means the U.S. Food and Drug Administration.

(iii)

“FDA Fraud Policy” means the “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”

Final Policy set forth in 56 Fed. Reg. 46,191 (September 10, 1991) and any amendments thereto.

3.26

Privacy and Security.

(a)

The Company has (i) complied in all material respects with all (A) Privacy and Security Laws governing the receipt, collection,

use, storage, processing, sharing, security, disposal, disclosure, or transfer of Protected Information that is collected or possessed

by or otherwise subject to the control of the Company and (B) all of the Company’s policies regarding privacy and data security,

including all privacy policies and similar disclosures published on the Company’s websites or otherwise communicated to individuals,

and (ii) implemented and maintained commercially reasonable measures sufficient to provide reasonable assurance that the Company has complied

and remains in compliance with such Privacy and Security Laws and that the Company will not acquire, fail to secure, share or use such

Protected Information in a manner inconsistent with (A) such Privacy and Security Laws, (B) any notice to or consent from the provider

of Protected Information, (C) any policy adopted by the Company, (D) any contractual commitment made by the Company, (E) any privacy policy

or privacy statement from time to time published or otherwise made available by the Company to the Persons to whom the Protected Information

relates, and (F) the payment card industry data security standards, with respect to any payment card data collected or handled by the

Company, or by third parties on the Company’s behalf.

(b)

With respect to all Protected Information collected by or on behalf of the Company, the Company has at all times taken all steps

that either are required by applicable Privacy and Security Laws or are otherwise reasonably necessary to protect such Protected Information

against loss and against unauthorized access, use, modification, disclosure or other misuse, including implementing and monitoring compliance

with reasonable measures with respect to technical and physical security of such Protected Information. The Company has commercially reasonable

safeguards in place to protect Protected Information in its possession or control from unauthorized access or disclosure, including by

its employees, independent contractors and consultants. There have been no (i) unauthorized access, acquisition, interruption, alteration

or modification, loss, theft, corruption or other unauthorized processing of Protected Information or other Company data, (ii) inadvertent,

unauthorized, and/or unlawful sale, or rental of Protected Information or other Company data, or (iii) any breach of the security of or

other unauthorized access to or use of or other compromise to the integrity or availability of any of the Company’s products or

services or the Company’s IT Systems.

(c)

The transfer of Protected Information in connection with the transactions contemplated by this Agreement will not violate any applicable

Privacy and Security Laws or the Company’s privacy policies as they currently exist or as they existed at any time during which

any of the Protected Information was collected or obtained. The Company is not subject to any contractual requirements or other legal

obligations that, following the Closing, would prohibit the Company or Buyer from receiving, using or disclosing Protected Information

in the manner in which the Company receives, uses and discloses such Protected Information prior to the Closing.

(d)

In connection with each third-party servicing, outsourcing or similar arrangement involving the third party’s acquisition

of or access to Protected Information provided by or on behalf of the Company, the Company has contractually obligated any such third

party to (i) comply with the Privacy and Security Laws applicable with respect to Protected Information, (ii) take reasonable steps to

protect and secure the Protected Information from unauthorized disclosure, (iii) restrict use of the Protected Information to those authorized

or required under the servicing, outsourcing or similar arrangement, and (iv) certify or guarantee the return or adequate destruction

of the Protected Information.

(e)

Except for disclosures of information required by Privacy and Security Law, authorized by the provider of Protected Information

or described in the Company’s privacy policies, the Company has not sold, rented or otherwise made available, and does not sell,

rent or otherwise make available, to third parties any Protected Information.

(f)

The Company has not received any notice of any claims, investigations, or alleged violations of Privacy and Security Laws with

respect to Protected Information collected or possessed by or otherwise subject to the control of the Company, and, to Seller’s

Knowledge, there are no facts or circumstances which could form the basis for any such violation. There has been no incident involving

a breach in the security of or compromise to the integrity or availability of Protected Information within the Company’s possession

or control; and no third party to whom the Company has provided access to Protected Information has notified the Company of (i) any unauthorized

acquisition, access, use or disclosure of any such Protected Information that would trigger a notification or reporting requirement under

any Privacy and Security Laws, (ii) any attempted or successful unauthorized access, use, disclosure, modification, or destruction of

such Protected Information, or (iii) any interference with any database, network, or information system that could materially affect the

privacy or security of such Protected Information.

3.27

Absence of Certain Changes. From December 31, 2025 to the date of this Agreement, (a) the

business of the Company has been conducted in the Ordinary Course of Business and (b) there has not been any event, occurrence, development

or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect.

3.28

No Other Representations and Warranties. Except as provided in this Article 3 or the Ancillary

Agreements, none of Seller nor any of its Affiliates or any of its and their Representatives have made, or are making, any representation

or warranty regarding the Company to Buyer.

Article

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date

hereof (other than representations and warranties that are made as of a specific date which are made only as of such date) that:

4.1

Organization. Buyer is a corporation duly organized, validly existing and in good standing

under the Laws of the State of Delaware with the requisite power and authority to own, operate and lease its properties and to carry out

its business as now conducted.

4.2

Authorization of Transaction; Enforceability. Buyer has all requisite power and authority

to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder

and to consummate the Transactions. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is

a party and the consummation of the Transactions have been authorized by all necessary corporate and other actions that are required on

the part of Buyer. This Agreement and the Ancillary Agreements to which Buyer is a party, as executed and delivered by Buyer, assuming

due execution and delivery of this Agreement by Seller and, to the extent Seller is a party to the Ancillary Agreements, such Ancillary

Agreements by Seller, constitute valid and legally binding obligations of Buyer, enforceable against it in accordance with their terms

and conditions, except to the extent enforcement thereof may be limited by the Equitable Principles. Buyer has made available to the Company

correct and complete copies of resolutions adopted by the board of directors of Buyer authorizing the execution and delivery of this Agreement

and the Ancillary Agreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation

of the Transactions, each of which are in full force and effect.

4.3

Capitalization. The authorized capital stock of Buyer consists of 500,000,000 shares of Buyer

Common Stock, $0.0001 par value per share, of which 3,197,633 shares are issued and outstanding as of the date hereof. All of the outstanding

shares of Buyer Common Stock have been duly and validly authorized and issued, are fully paid and nonassessable. Except for Buyer Common

Stock, there is no authorized capital stock of Buyer of any class or type. No issued and outstanding shares of Buyer Common Stock were

issued in violation of any preemptive rights and all such shares have been granted, offered, sold, issued, redeemed and transferred, as

applicable, in compliance with all applicable Law. Except as disclosed in the Buyer SEC Documents, there are no outstanding options, warrants,

purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other Contracts that could require Buyer

to issue, sell, or otherwise cause to become outstanding any of its capital stock or securities convertible or exchangeable for, or any

options, warrants, or rights to purchase, any of such capital stock. There are no outstanding obligations of Buyer to repurchase, redeem

or otherwise acquire any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights

with respect to Buyer. There are no declared and unpaid dividends on any outstanding capital stock of Buyer. There are no voting trusts

or agreements, proxies, shareholder agreements or any other Contracts with respect to the voting of any class of capital stock of Buyer.

Buyer does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are

convertible into or exercisable for securities having the right to vote) with holders of Buyer Common Stock.

4.4

No Conflicts; Consents. The execution and delivery by Buyer of this Agreement or the Ancillary

Agreements to which it is a party, the performance of its obligations hereunder or thereunder or the consummation of the Transactions,

will not: (i) contravene, conflict with or result in any violation or breach of any provision of the Governing Documents of Buyer, (ii)

contravene, conflict with or result in any violation or breach of any applicable Law, Order or Permit, with or without giving notice or

the lapse of time or both, or (iii) require any consent or approval by any Person.

4.5

Litigation. Buyer is not a party to any pending or, to the Knowledge of Buyer, a potential

party to any threatened Proceeding concerning Buyer or any of its assets or rights (a) with respect to the execution, delivery and performance

of this Agreement, the Ancillary Agreements to which Buyer is or will be a party or the consummation of the Transactions or (b) that could,

either individually or in the aggregate, prevent, delay or impair the ability of Buyer to perform its obligations under this Agreement

or the Ancillary Agreements to which Buyer is or will be a party or to consummate the Transactions. Buyer is not the subject of any pending,

rendered or, to the Knowledge of Buyer, threatened insolvency Proceeding and has not made an assignment for the benefit of creditors or

taken any action with a view to or that could constitute a valid basis for the institution of any such insolvency Proceedings.

4.6

Brokers. No brokers’ commission or finders’ fee or other intermediary fees will

be owed to any Person in connection with the consummation of the Transactions as a result of any action taken by or on behalf of Buyer.

4.7

Valid Issuance. Buyer has the requisite power and authority to issue, sell and deliver the

Consideration Shares and the Convertible Note. The Consideration Shares have been duly authorized by Buyer, and Buyer has a sufficient

number of authorized but unissued shares of the Buyer Common Stock to issue all of the Consideration Shares to Seller at the Closing.

Buyer covenants that, when issued and delivered to Seller at the Closing in accordance with this Agreement, the Consideration Shares will

be validly issued, fully paid and non-assessable, free and clear of all Liens, and will not have been issued in violation of any preemptive

rights, rights of first refusal or similar rights of any Person. The Convertible Note, when issued and delivered to Seller at the Closing

in accordance with this Agreement, will constitute a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance

with its terms, except to the extent enforcement thereof may be limited by the Equitable Principles, and the shares of Buyer Common Stock

issuable upon conversion of the Convertible Note, when issued upon conversion in accordance with the terms of the Convertible Note, will

be validly issued, fully paid and non-assessable, free and clear of all Liens, and will not have been issued in violation of any preemptive

rights, rights of first refusal or similar rights of any Person. There are no voting agreements, buy-sell agreements, options, rights

of first refusal/purchase, or other agreements of any kind between Buyer and any holder of Buyer’s securities relating to the securities

held by any such holder that would apply to or restrict the issuance, ownership, sale, resale, transfer or other disposition of the Consideration

Shares or the Convertible Note.

4.8

Investment Intent. Buyer is acquiring the Shares for its own account and not with a view to

the distribution thereof.

4.9

SEC Reports; Financial Statements. Buyer has timely filed all Buyer SEC Documents since January

1, 2023 (after taking into account any extensions afforded under rules and regulations of the Exchange Act). All such Buyer SEC Documents

filed by Buyer, at the time filed with the SEC (in the case of documents filed pursuant to the Exchange Act) or when declared effective

by the SEC (in the case of registration statements filed under the Securities Act) complied in all material respects with the applicable

requirements of the Exchange Act or the Securities Act, and the rules and regulations of the SEC promulgated thereunder. None of Buyer’s

SEC Documents filed since January 1, 2023, at the time filed with the SEC (in the case of documents filed pursuant to the Exchange Act)

or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), contained any untrue statement

of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading. All financial statements contained or incorporated by reference

in Buyer SEC Documents complied in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared

in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)

and fairly present in all material respects the financial condition of Buyer and its consolidated Subsidiaries as of the respective dates

thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited

financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material).

4.10

Absence of Certain Changes. From December 31, 2025 to the date of this Agreement, except as

disclosed in Buyer SEC Documents, (a) the business of Buyer has been conducted in the Ordinary Course of Business, and (b) there has not

been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually

or in the aggregate, a Buyer Material Adverse Effect.

4.11

No Other Representations or Warranties. Except as provided in this Article 4 or the Ancillary

Agreements, none of Buyer nor any of its Affiliates or its and their respective Representatives have made, or are making, any representation

or warranty whatsoever to Seller or the Company, or any of their respective Affiliates or Representatives.

Article

COVENANTS

5.1

Absence of Liabilities. Seller covenants to Buyer that, as of the Closing, (a) the Company has no Indebtedness or liabilities,

obligations, or commitments of any kind whatsoever (whether known or unknown, whether absolute or contingent, whether accrued or unaccrued,

whether liquidated or unliquidated, whether asserted or not, and whether due or to become due or otherwise), except for Indebtedness incurred

in the Ordinary Course of Business and consistent with past practice (such Indebtedness, the “Permitted Closing Debt”);

(b) the Company is not a party to any pending, or a potential party to any threatened, Proceeding or Order concerning the Company or any

of its businesses, properties or assets; and (c) all Transaction Expenses have been paid in full.

5.2

Certain Tax Covenants. The Parties shall (and shall cause their respective Affiliates to)

cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of relevant Tax Returns,

and any Tax proceeding, audit, or examination. Such cooperation shall include the retention and (upon the other Party’s request)

the provision (with the right to make copies) of records and information reasonably relevant to any Tax proceeding, audit, or examination,

making employees available on a mutually convenient basis to provide additional information, and explanation of any material provided

hereunder.

5.3

Engagement of New Medical Director. Buyer has identified, negotiated with, and engaged, effective

as of the Closing, a duly licensed physician to serve as the medical director of the Company’s practice in place of the individual

serving as medical director immediately prior to the Closing (the “New Medical Director”), pursuant to a written medical

director agreement in form and substance reasonably satisfactory to Seller that complies in all material respects with all applicable

laws, including (a) the applicable state medical practice act, professional licensure, and corporate practice of medicine requirements

governing the designation and qualifications of a medical director, (b) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b))

and the personal services and management contracts safe harbor thereunder (42 C.F.R. § 1001.952(d)), (c) the federal physician self-referral

law (42 U.S.C. § 1395nn) and the regulations promulgated thereunder, to the extent applicable, and (d) any analogous state fee-splitting,

self-referral, and anti-kickback laws, in each case providing for compensation that is set in advance, does not exceed fair market value

for the services actually performed, and is not determined in any manner that takes into account the volume or value of referrals or other

business generated between the parties. Buyer has delivered to Seller (i) a copy of the executed medical director agreement, (ii) evidence

reasonably satisfactory to Seller that the New Medical Director holds an active, unrestricted license to practice medicine in the State

of New York and is not excluded from participation in any federal or state health care program, and (iii) copies of all notices, applications,

and filings required to be made with the state medical board or other applicable licensing authority to reflect the change in medical

director, together with evidence that each such notice or filing has been submitted or, where required as a condition to the change, approved.

Article

CLOSING DELIVERABLES

6.1

Deliverables to Buyer. At or prior to the Closing,

Seller shall have delivered or caused to be delivered to Buyer each of the following:

(a)

a certificate executed by the chief executive officer of

Seller stating that the representations and warranties of Seller in Article 2 and those concerning the Company in Article 3 of

this Agreement (other than the Fundamental Representations) are true and correct in all material

respects (without giving effect to any limitation as to “materiality” (or any similar term or phrase) or “Company Material

Adverse Effect” set forth therein) as of the Closing Date, except for those representations and warranties which specifically address

matters only as of a particular date (which shall be true and correct as of that date), and that the

Fundamental Representations are true and correct in all respects as of the Closing Date, except

for those Fundamental Representations which specifically address matters only as of a particular date (which shall be true and correct

as of that date);

(b)

a certificate executed by the chief executive officer of Seller stating

that Seller and the Company have performed and complied with all of their respective covenants required to be performed at or prior

to the Closing hereunder in all material respects;

(c)

Seller and the Company have obtained all authorizations, waivers, consents and approvals, and made all filings, applications and

notices set forth on Section 6.1(c) of the Disclosure Schedule, in each case, in form and substance reasonably satisfactory to Buyer;

(d)

Letter agreements entered into by the Company whereby (a) all intercompany accounts and

Contracts between the Company, on the one hand, and any of the Related Persons (other than the Company), on the other hand, are terminated

in their entirety effective as of the Closing Date and without any further liability or obligation on the part of the Company, Buyer or

any of their respective Affiliates, and (b) if Seller is a party to any such Contract, Seller shall waive any and all rights or claims

any Seller may have pursuant to any such Contract in connection with this Agreement and the consummation of the Transactions;

(e)

Termination agreement entered into by the Company and each of the Persons set forth in Section 6.1(e) of the Disclosure Schedule

(each a “Terminated Service Provider”) pursuant to which the employment, engagement or any other business relationship

between the Company, on the one hand, and the Terminated Service Provider, on the other hand is terminated in its entirety and effective

on the Closing Date, without any further liability or obligation on the part of the Company, Buyer or any of their respective Affiliates.

In connection with each such termination agreement, Seller shall obtain from each Terminated Service Provider and deliver a full, unconditional

and irrevocable release of any and all claims, demands, causes of action, obligations and liabilities of any kind whatsoever (whether

known or unknown, accrued or contingent) against the Company, Buyer and their respective Affiliates arising out of or relating to such

Terminated Service Provider's employment, engagement or other business relationship with the Company, including any claims arising under

any applicable employment, labor, discrimination, benefits, wage-and-hour or other Laws (each, a "Service Provider Release").

(f)

Amendment to the Company Leases with the landlord of the real property subject to the Company Leases, in form and substance approved

by Buyer in advance, pursuant to which (i) the Seller shall assign the Company Leases to the Company, as permitted under section 12.2

of the Company Leases, in connection with the transactions contemplated under this Agreement, (ii) the parties thereto shall agree and

acknowledge that the base rent and solely the base rent owed or owing by or on behalf of the Company under the Company Leases, up to expiration

of the present terms, of the Company Leases (in the aggregate the “Lease Rent Obligations”) shall be paid by the Seller

to Buyer at the Closing, and (iii) the landlord unconditionally and irrevocably releases the Company and Buyer and their respective Affiliates

from any and all Lease Rent Obligations (such amendment, the “Company Lease Amendment”).

(g)

a certificate of the chief financial officer or other authorized

officer of Seller confirming that, as of the Closing, the Company has (i) no Indebtedness

other than the Permitted Closing Debt, and (ii) cash equal to at least $1.5 million;

(h)

the following agreements and documents:

(i)

a copy of the Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware and a certificate

of good standing of the Company from (a) the Secretary of State of the State of Delaware and (b) the Secretary of State of each jurisdiction

set forth on Section 3.1(b)(i) of the Disclosure Schedule;

(ii)

written resignations of all directors and officers of the Company effective as of the Closing;

(iii)

(A) original certificates representing the Shares, endorsed in blank or with stock powers duly executed by Seller or (B) in the

absence of such certificates, affidavits of lost certificate representing the Shares duly executed by Seller, with stock powers duly executed

by the Seller, in each case, to transfer the Shares to Buyer;

(iv)

the original or certified copy of organizational records, minute books and governance records of the Company;

(v)

a properly completed and executed IRS Form W-9 from Seller and such information as Buyer may need regarding Seller to prepare the

Transfer Agent Instruction Letter;

(vi)

documentation, in form and substance reasonably satisfactory to Buyer, evidencing Seller’s compliance with its obligations

under Section 6.1(d);

(vii)

a fully executed copy of each Company Lease Amendment; and

(viii)

a certificate of the Secretary or Assistant Secretary of the Company, certifying as to (i) the resolutions of the board of directors

of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the Transactions, (ii) incumbency

and signatures of the officers of Seller who shall have executed this Agreement or any of the other agreements, documents or instruments

contemplated hereby and (iii) the Governing Documents of the Company as of the Closing.

6.2

Deliverables to Seller. At or prior to the Closing,

Buyer shall have delivered or caused to be delivered to Seller each of the following:

(a)

a certificate executed on behalf of Buyer stating that the

representations and warranties of Buyer contained in this

Agreement are true and correct in all respects (without giving effect to any limitation as to “materiality” or “Buyer

Material Adverse Effect” set forth therein) as of the Closing Date, except for those representations and warranties which specifically

address matters only as of a particular date (which shall be true and correct as of that date); provided that the

foregoing shall be deemed satisfied notwithstanding breaches, inaccuracies or omissions of such representations and warranties

so long as such breaches, inaccuracies or omissions could not reasonably be expected to, individually or in the aggregate, materially

impair Buyer’s ability to perform or comply with its obligations under this Agreement or consummate the Transactions;

(b)

a certificate executed by the chief executive officer of Buyer stating

that Buyer has performed and complied with all of its covenants required to be performed at or prior to the Closing hereunder in

all respects;

(c)

evidence reasonably satisfactory to Seller that the Buyer Common Stock is listed on The

Nasdaq Capital Market as of the Closing;

(d)

the following agreements and documents:

(i)

a certificate of the Secretary or Assistant Secretary of Buyer, certifying as to the resolutions of the board of directors of Buyer

authorizing the execution, delivery and performance of this Agreement and the consummation of the Transactions, and incumbency and signatures

of the officers of Buyer who shall have executed this Agreement or any of the other agreements, documents or instruments contemplated

hereby; and

(ii)

a copy of the letter delivered by Buyer to the transfer agent of Buyer Common Stock instructing such transfer agent to issue the

Consideration Shares to Seller (the “Transfer Agent Instruction Letter”); and

(iii)

the duly executed Convertible Note.

Article

INTENTIONALLY OMITTED

Article

POST-CLOSING COVENANTS

8.1

General. In case at any time after the Closing any further action is necessary or desirable

to carry out the purposes of this Agreement, each of the Parties shall take such further action (including the execution and delivery

of such further instruments and documents) as any other Party reasonably may request.

8.2

Litigation Support. In the event and for so long as any Party actively is contesting or defending

against any Proceeding after the Closing in connection with any fact, situation, circumstance, status, condition, activity, practice,

plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company (other

than litigation among the Parties and/or their Affiliates arising out of the Transactions or the Ancillary Agreements), the other Party

will reasonably cooperate with such Party and its counsel in the contest or defense, but at all times subject to the reasonable opinion

of such Party’s counsel on the Party’s right to not self-incriminate or violate confidentiality or other obligations.

8.3

Directors and Officers.

(a)

Indemnification. For a period of six years after the Closing, the Company, to the fullest extent provided in the Governing

Documents thereof as in effect immediately prior to the Closing, shall indemnify and hold harmless each Person who is now, or who at any

time prior to the date of this Agreement was, or who prior to the Closing becomes, a director or officer of the Company (collectively,

the “Indemnified Agents”) from and against all Damages to which such Indemnified Agent may become subject as a result

of or relating to the fact that he or she is or was a director or officer of the Company prior to the Closing (collectively, the “Indemnified

Agent Claims”), except for claims brought by any Buyer Indemnified Party against any Indemnified Agent.

(b)

Insurance. Prior to the Closing, the Company shall obtain a so-called “tail” or extended reporting period errors

and omissions insurance policy covering the Indemnified Agents with respect to the Indemnified Agent Claims (including in connection with

the Transactions and the Ancillary Agreements) with a claims period of six years from the Closing Date, and with at least the same coverage

and containing terms and conditions that are not less favorable with respect to indemnification of the Indemnified Agents than the existing

policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement (the “Policy”).

The cost of such Policy shall be paid by Seller.

(c)

Third Party Beneficiaries. The provisions of this Section 8.3 are (i) intended to be for the benefit of, and shall be enforceable

by, each Indemnified Agent and his or her heirs and representatives and (ii) in addition to, and not in substitution of, any other rights,

including rights to indemnification and advancement of expenses, that any Indemnified Agent may be entitled to, or hereafter acquire,

under any Law, agreement, provision of the Company’s Governing Documents or otherwise.

8.4

Confidentiality. Following the Closing, Seller shall, and shall cause its Affiliates and its

and their respective Representatives to, keep confidential and not directly or indirectly reveal, report, publish, disclose or transfer

any Confidential Information, and shall not use, and shall cause its Affiliates and its and their respective Representatives not to use,

such information for its own benefit or for the benefit of any other Person (other than the Company and Buyer). Notwithstanding the foregoing

limitations, Seller will not be required to keep confidential any information that (a) is or becomes publicly known or generally known

in the industry through no fault of Seller, its Affiliates or any of their respective Representatives; or (b) is required to be disclosed

pursuant to applicable Law, provided Buyer is given reasonable prior notice or consents thereto in writing. Seller shall be responsible

for any breaches of the confidentiality obligations hereunder by its Affiliates and Representatives as if they were party hereto.

8.5

Release. Effective as of the Closing, Seller, on behalf of itself and its Affiliates and any

Person who may be bound by Seller and its Affiliates (including their respective successors, assigns, heirs and executors), hereby unconditionally

and irrevocably and forever releases and discharges the Company and its successors and assigns, and any present or former directors, managers,

officers, employees, agents, lenders, investors, partners, principals, members, managers, shareholders or equity holders of any of the

foregoing Persons (each, a “Released Party”), of and from, and hereby unconditionally and irrevocably waives, any and

all claims, debts, losses, expenses, Proceedings, covenants, liabilities, suits, judgments, Damages, actions and causes of action, obligations,

accounts, and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect,

at law or in equity that such party ever had, now has or ever may have or claim to have against any Released Party, for or by reason of

any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the Closing (including in respect

of the management or operation of the Company); provided, however, that this release expressly does not extend to, and shall

not be interpreted to in any way release, waive, impair or limit any claims relating to any breach or alleged breach of this Agreement

or any Ancillary Agreements or any of the provisions set forth herein or therein. Seller, on behalf of itself and its Affiliates and representatives,

expressly waive all rights afforded by any statute that limits the effect of a release with respect to unknown claims. Seller understands

the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges

and agrees that this waiver is an essential and material term of this Agreement. Seller represents that it has not made any assignment,

conveyance or transfer of any kind of any claim released pursuant to this Section 8.5. Seller acknowledges and intends that this Section

8.5 shall be effective as a bar to each claim released hereby.

8.6

Further Assurances. From and after the Closing, Seller shall, from time to time, at Buyer’s

request, promptly execute and deliver, or cause to be executed and delivered, such further instruments of conveyance, assignment and transfer

or other documents, and perform such further acts and obtain such further consents, in form and substance reasonably satisfactory to Buyer,

as Buyer may reasonably require in order to comply with the provisions of this Agreement or consummate the Transactions.

8.7

Covenant Not to Compete.

(a)

As an inducement for Buyer to enter into this Agreement, Seller agrees that it shall not and shall cause its Affiliates to not

do any one or more of the following, directly or indirectly: (i) during the Restriction Period, engage or participate or prepare to engage

or participate, anywhere in North America (the “Territory”), as an owner, partner, member, shareholder, independent

contractor, director, manager, employee, consultant, agent, advisor or (without limitation by the specific enumeration of the foregoing)

otherwise in the business conducted by the Company (the “Business”); (ii) from and after the Closing and continuing

until three years from the Closing Date (the “Restriction Period”), solicit or attempt to solicit any Person who is,

or has been within the three calendar years immediately preceding the Closing Date, a supplier, customer, contractor, subcontractor, licensor,

licensee or any other business relation of the Company or the Business to cease doing business with, or to alter or limit its business

relationship with Buyer, the Company or the Business; or (iii) during the Restriction Period, (A) take any actions which persuade any

Representatives of the Company to terminate their relationship with the Company or to hire or otherwise retain the services of any Representatives

of the Company (whether on a full-time basis, part-time basis or otherwise and whether as an employee, independent contractor, consultant,

advisor or in another capacity) who has acted in such capacity at any time within the 12-month period immediately preceding such proposed

date of hire or retention or (B) hire any person who is an employee of the Company who has acted in such capacity at any time within the

12-month period immediately preceding such proposed date of hire.

(b)

The period of time in which a Person is required to act, or refrain from acting, pursuant to this Section 8.7 shall be tolled (shall

not run) for so long as such Person is in breach of any of such Person’s obligations hereunder.

(c)

To “engage” in a business means (i) to render services in (or with respect to) the Territory for that business, or

(ii) to own, manage, operate or control (or participate in the ownership, management, operation or control of) an enterprise engaged in

that business in the Territory. Seller hereby acknowledges and agrees that the foregoing covenants are commercially reasonable and reasonably

necessary to protect Buyer.

(d)

Seller specifically recognizes that any breach by Seller of this Section 8.7 will cause irreparable injury to Buyer and the Company

and that actual damages may be difficult to ascertain, and in any event, may be inadequate. Accordingly, Seller agrees that in the event

of any such breach, Buyer and/or the Company shall be entitled to seek injunctive relief in addition to such other legal and equitable

remedies that may be available. Seller and Buyer recognize and agree that the territorial, time and scope limitations in this Section

8.7 are reasonable and properly required for the protection of Buyer and in the event that such limitations (or lack thereof) are deemed

to be unreasonable by a court of competent jurisdiction, each of Seller and Buyer agree and submit to the imposition of such limitations

as said court shall deem reasonable.

8.8

Registration Rights.

(a)

If at any time following the Closing Date Buyer files with the SEC a registration statement under the Securities Act for the resale

of securities of Buyer by any holder thereof (other than on Form S-4 or Form S-8 or any successor forms thereto), Buyer shall include

in such registration statement all of (i) the Consideration Shares, (ii) the Note Shares and (iii)

any capital stock of Buyer issued with respect to the Consideration Shares or the Note Shares as

a result of any stock split, stock dividend, recapitalization, exchange or similar event (collectively, the “Registrable Securities”

and any such registration statement that includes Registrable Securities, a “Resale Registration Statement”); provided,

however, that Buyer shall not be required to include in any Resale Registration Statement any Registrable Securities to the extent that

the staff of the SEC does not permit such Registrable Securities to be included therein. Buyer shall use its commercially reasonable efforts

to have the Resale Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the third Business

Day after the date Buyer is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will

not be reviewed or will not be subject to further review. Notwithstanding the foregoing or anything to the contrary in this Section 8.8,

Seller shall not Transfer any Registrable Securities pursuant to a Resale Registration Statement during the Lock-Up Period, and Buyer

shall have no obligation to maintain the effectiveness of any Resale Registration Statement during the Lock-Up Period.

(b)

It shall be a condition precedent to the obligations of Buyer to take any action pursuant to Section 8.8(a) with respect to the

Registrable Securities that Seller shall furnish to Buyer, at least 10 Business Days prior to Buyer’s filing of a Resale Registration

Statement, such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities

as is reasonably required to effect the registration for resale of the Registrable Securities.

8.9

Nasdaq Listing. Buyer shall use commercially reasonable efforts to maintain the listing of

the Buyer Common Stock on The Nasdaq Capital Market (or any other “national securities exchange” under Section 6 of the Exchange

Act) for the later of (a) the nine-month anniversary of the Closing Date and (b) until such time as all of the Consideration Shares have

been sold by Seller.

8.10

Data Room. Seller shall keep all documents made available or provided to Buyer (as of immediately

prior to the date of this Agreement) by Seller in the Data Room and accessible to Buyer for not less than 30 days following the Closing

Date.

8.11

Lease Rent Obligations. With respect to the Lease Rent Obligations undertaken by Seller, Buyer

hereby acknowledges and agrees that Seller's obligation in connection therewith is limited solely to the payment of base rent under the

Company Leases and shall not extend to any other amount or obligation of the tenant thereunder, including any percentage rent, operating

expenses, common area maintenance charges, real estate or other taxes, insurance premiums, utilities, security deposits, late fees, interest,

holdover or renewal rent, restoration or surrender obligations, or repair, maintenance, alteration, or compliance obligations, all of

which shall be the sole responsibility of Buyer and the Company from and after the Closing. Without limiting the foregoing, Buyer further

acknowledges and agrees that Seller shall have no liability for, and Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates

from and against, any and all losses, costs, expenses, claims, or damages arising out of or relating to the occupancy, use, operation,

condition, or vacation of the Leased Premises demised under the Company Leases by Buyer, the Company, or any of their respective Affiliates,

employees, agents, invitees, subtenants, or assignees from and after the Closing, or any breach of or default under the Company Leases

occurring from and after the Closing (other than a failure by Seller to pay base rent as expressly required under the Amendment to the

Company Leases). Nothing in the Amendment to the Company Leases, or the Lease Rent Obligations arising therefrom, shall be construed as

creating any third-party beneficiary rights in any landlord, or as an agreement by Seller to renew, extend, guarantee, or remain liable

under either Company Lease beyond the periods expressly set forth herein.

8.12

Voting Agreement.

(a) From

and after the Closing Date and until the date that is six (6) months following the Closing Date (the "Voting Period"),

Seller shall, and shall cause its Affiliates that are stockholders of Buyer to, at every annual or special meeting of the stockholders

of Buyer (or any adjournment or postponement thereof), and in connection with every action by written consent of the stockholders of Buyer

in lieu of any such meeting, in each case called or solicited during the Voting Period, vote, or cause to be voted, or deliver a written

consent (or cause a written consent to be delivered) with respect to, all shares of common stock of Buyer beneficially owned by Seller

or any of its Affiliates, whether owned as of the Closing Date or acquired thereafter, including the shares of Buyer common stock issued

to Seller pursuant to this Agreement (collectively, the "Covered Shares"), in accordance with the recommendation of the

board of directors of Buyer (the "Buyer Board") on each proposal submitted to a vote or written consent of the stockholders

of Buyer, including without limitation the election or removal of directors, approval of equity incentive plans, "say-on-pay"

and related executive compensation matters, ratification of the appointment of auditors, charter and bylaw amendments, and any other proposal

submitted by Buyer's management or the Buyer Board, or by any stockholder, for a vote of Buyer's stockholders during the Voting Period.

(b) Seller

shall not, and shall cause its Affiliates that are stockholders of Buyer not to, deposit, or permit the deposit of, any Covered Shares

in a voting trust, grant any proxy, or enter into any voting agreement or similar arrangement with respect to the Covered Shares that

is inconsistent with, or would prevent or delay Seller's compliance with, Seller's obligations under this Section 8.12.

the written request of Buyer, Seller shall execute and deliver, and shall cause its Affiliates that are stockholders of Buyer to execute

and deliver, an irrevocable proxy in favor of one or more designees of the Buyer Board, in form and substance reasonably satisfactory

to Buyer, granting such designee(s) the right to vote the Covered Shares in accordance with Section 8.12 with respect to any

meeting or written consent occurring during the Voting Period at which Seller has failed to vote, or has voted inconsistently with, such

Covered Shares as required by this Section 8.12.

(d) The obligations of Seller under

this Section 8.12 shall apply regardless of whether Seller has transferred record ownership of any Covered Shares, so long as Seller

retains beneficial ownership of, or voting power over, such shares; provided that nothing in this Section 8.12 shall restrict Seller's

ability to sell, transfer, or otherwise dispose of the Covered Shares, subject to any other transfer restrictions set forth elsewhere

in this Agreement or in any related transaction documents

8.13 Stockholder

Approval of Note Shares

Within 75 days following the Closing Date, Buyer shall

call and hold a meeting of its stockholders (the “Stockholder Meeting”) to obtain approval, in accordance with the

applicable rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq Rules”), including Nasdaq Listing Rule 5635(d),

for the issuance of all shares of Buyer Common Stock issuable upon conversion of the Convertible Note in excess of the limitations set

forth in the Nasdaq Rules (the “Stockholder Approval”). Buyer shall (a) include in the proxy statement or information

statement relating to the Stockholder Meeting (the “Proxy Statement”) the recommendation of the Buyer Board that Buyer’s

stockholders vote in favor of the Stockholder Approval, (b) use its commercially reasonable efforts to solicit proxies in favor of the

Stockholder Approval, (c) use its commercially reasonable efforts to obtain the Stockholder Approval at such Stockholder Meeting, and

(d) not withdraw, modify, or qualify in a manner adverse to Seller, or publicly propose to withdraw, modify, or qualify in a manner adverse

to Seller, the recommendation of the Buyer Board with respect to the Stockholder Approval. In the event that the Stockholder Approval

is not obtained at the initial Stockholder Meeting, Buyer shall call and hold additional meetings of its stockholders, not less frequently

than once every 150 days thereafter, until such Stockholder Approval is obtained.

Article

INDEMNIFICATION

9.1

Survival. The representations and warranties of the Parties contained in this Agreement or

in any certificate delivered at Closing pursuant to this Agreement (other than the Fundamental Representations), shall not survive the

Closing; provided, however, that the Fundamental Representations and claims for Fraud shall survive indefinitely; and provided,

further, that nothing in this Section 9.1 shall affect the rights of a Party in respect of any claim made by such Party in a writing

received by the Party against which such claim is made prior to the expiration of the applicable survival period.

9.2

Indemnification Provisions for Benefit of Buyer. Subject to the other terms of this Article

9, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, the Company, their Affiliates, and each of their

respective officers, managers, directors, employees, agents, other representatives, successors and assigns (each a “Buyer Indemnified

Party” and, collectively, the “Buyer Indemnified Parties”) from and against any Damages arising out of or

resulting from (a) any breach or inaccuracy of any of the representations and warranties made in Article 2 or in Article 3 or in any certificate

delivered by or on behalf of Seller or the Company at Closing pursuant to this Agreement, (b) any breach or non-compliance by Seller or

the Company of any of their respective covenants to be performed under this Agreement or the Ancillary Agreements (in the case of the

Company, prior to the Closing), (c) any Indebtedness not paid and discharged in full at or prior to the Closing other than Permitted Closing

Debt, (d) any Transaction Expenses not paid and discharged in full at or prior to the Closing, and (e) Fraud.

9.3

Indemnification Provisions for Benefit of Seller. Subject to the other terms of this Article

9, Buyer shall indemnify, defend and hold harmless Seller from and against any and all Damages arising out of or resulting from (a) any

breach or inaccuracy of any of the representations and warranties made in Article 4 or in any certificate delivered by or on behalf of

Buyer at the Closing pursuant to this Agreement, or (b) any breach or non-compliance by Buyer of any of its covenants under this Agreement

or the Ancillary Agreements, and (c) Fraud.

9.4

Claim Procedure. The Indemnified Party shall give written notice of any claim for indemnification

hereunder to the Indemnifying Party. A claim for indemnification may be made at any time prior to the expiration of any applicable survival

period with respect to such matter. The Indemnified Party shall make available to the Indemnifying Party such books, records and personnel

of the Indemnified Party as shall be reasonably necessary for the Indemnifying Party to evaluate any claim for indemnification by an Indemnified

Party.

9.5

Claims between the Parties. If the claim is not asserted against or sought to be collected

by a third party, and if the Indemnifying Party does not notify the Indemnified Party within 20 Business Days of the receipt of the notice

of the claim that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a liability of the

Indemnifying Party hereunder. In case the Indemnifying Party delivers a notice of objection in writing to the Indemnified Party (a “Notice

of Objection”) within 20 Business Days of the receipt of the notice of the claim, the Indemnified Party shall have 15 Business

Days from the date of receipt of the Notice of Objection to respond in a written statement to the objection. If, after such 15 Business

Day period, there remains a dispute as to any claim, the Parties shall attempt in good faith for 20 Business Days to agree upon the rights

of the respective Parties with respect to each such claim. If the Parties should so agree, a memorandum setting forth such agreement and

the agreed upon dollar amount of liability for such claim of the Party against whom the claim is made shall be prepared and signed by

(or on behalf of) the Parties.

9.6

No Right of Contribution from the Company. Notwithstanding any provision of this Agreement

to the contrary or any right or remedy provided by any Law or otherwise, from and after the Closing Date, (a) the Company shall not be

liable or otherwise responsible to Seller (and Seller is deemed to fully and forever release and discharge the Company) as a co-warrantor

or co-obligor, for contribution and otherwise in any manner or based on any legal theory or cause of action on account of, or with respect

to, the breach by the Company of any provision of this Agreement in connection with the Transactions and (b) Seller’s liabilities,

obligations and responsibilities to Buyer arising under or in connection with this Agreement and the Transactions shall not be decreased,

diminished or otherwise affected in any respect or in any manner or otherwise subject to any set off, counterclaim or any other adjustment

on account of the limitation of the liability of the Company as described in clause (a) of this sentence.

9.7

Mitigation. The Parties agree to mitigate any Damages which form the basis of a claim hereunder

to the extent required by Law.

9.8

Materiality. Notwithstanding anything to the contrary contained herein, for the purposes of

determining whether there has been any inaccuracy in or breach of a representation or warranty, and for purposes of determining the amount

of any Damages resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the

terms “material”, “Material Adverse Effect”, “materiality,” “in all material respects,”

“in any material respects” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that

for purposes of determining liability under this Article 9, the representations and warranties of the Parties contained in this Agreement

or any certificate delivered pursuant hereto shall be read as if such terms and phrases were not included in them.

9.9

Adjustment to Purchase Price. The Parties agree to treat any post-Closing payment made pursuant

to this Agreement, including any indemnification payment, as an adjustment to the Purchase Price.

Article

TAX MATTERS

10.1

Tax Covenants. Seller shall not, to the extent it may affect or relate to the Company: (i)

make, change, or rescind any Tax election; (ii) amend any Tax Return; (iii) take any position on any Tax Return; or (iv) take any action,

omit to take any action, or enter into any other transaction, that would have the effect of increasing the Tax liability or reducing any

Tax asset of Buyer or the Company in respect of any taxable period that begins after the Closing Date or, in respect of any taxable period

that begins before and ends after the Closing Date without the prior written consent of Buyer (each such period, a “Straddle

Period”), the portion of any Straddle Period beginning after the Closing Date, nor shall Buyer make a §338(h)(10) or §336(e)

election without the prior written consent of Seller.

(a)

Seller shall timely prepare and file, or shall cause to be timely prepared and filed all income Tax Returns of or with respect

to the Company solely for any taxable period ending on or before the Closing Date and shall timely pay, or cause to be timely paid, the

Taxes shown as due on such Tax Returns and all other Taxes of the Company with respect to any Pre-Closing Tax Period. Prior to the filing

of any such Tax Return, Seller shall provide Buyer with a copy of such Tax Return at least 30 days prior to the due date for such Tax

Return. Seller will incorporate any reasonable comments that Buyer may have with respect to any items set forth in any such Tax Return.

Tax Returns prepared pursuant to this Section 10.1(a) shall be prepared or completed in a manner that is consistent with prior practice

of the Company except as otherwise required by Law or regulation or otherwise agreed to in writing by Buyer prior to the filing thereof.

(b)

All transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties

and interest) incurred in connection with this Agreement and the other Ancillary Agreements shall be borne equally by Buyer and Seller

and paid when due. Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and

Buyer shall cooperate with respect thereto as necessary).

(c)

Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect

to any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with prior practice except as otherwise required

by Law or regulation. Seller shall timely pay, or cause to be timely paid, the Taxes shown as due on such Tax Returns allocated to the

Pre-Closing Tax Period in accordance with Section 10.2.

10.2

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period,

the portion of any such Taxes that are allocated to Pre-Closing Tax Periods for purposes of this Agreement shall be: (a) in the case of

Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale,

transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year

ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction,

the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days

in the entire period.

10.3

Tax Refund. Notwithstanding anything to the contrary in this Agreement, Seller shall be entitled

to receive and retain, for its own account, any and all refunds, rebates, credits in lieu of refunds, or overpayments of Taxes (together

with any interest paid or credited by the applicable Governmental Entity with respect thereto) including those that are received by or

credited to Buyer, the Company or any Subsidiary thereof and that are attributable to any Pre-Closing Tax Period or the portion of any

Straddle Period ending on and including the Closing Date (each, a “Seller Refund”). If Buyer, the Company or any Subsidiary

thereof receives or is credited with any Seller Refund, Buyer shall promptly notify Seller and shall pay, or cause to be paid, to Seller

the amount of such Seller Refund, net of (i) any Taxes imposed on the recipient with respect to the receipt or accrual of such Seller

Refund and (ii) any reasonable out-of-pocket costs and expenses incurred in obtaining such Seller Refund, in each case by wire transfer

of immediately available funds within 10 Business Days after the receipt of such refund or the application of such credit against Taxes

otherwise payable. If any Seller Refund paid to Seller is subsequently disallowed, reduced, or required to be repaid to a Governmental

Entity, Seller shall promptly repay to Buyer the amount of such disallowed or repaid Seller Refund, together with any interest, penalties,

or additions to Tax imposed with respect thereto.

10.4

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements

(whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company, Seller,

nor any of Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.

10.5

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each other Buyer Indemnified

Party and hold them harmless from and against any Damages arising out of, resulting from, or attributable to (a) any breach of or inaccuracy

in any representation or warranty made in Section 3.7; (b) any breach or violation of, or failure to fully perform, any covenant, agreement,

undertaking, or obligation in this Article 10; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing

Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor

of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6

or any comparable provisions of foreign, state, or local Law (including for the avoidance of doubt any Taxes arising from the Company’s

membership in the Seller Affiliated Group), and (e) any and all Taxes of any Person imposed on the Company arising under the principles

of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of

the above cases, Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section

10.5 within 10 business days after payment of such Taxes by Buyer or the Company. In no event shall Seller be responsible for indemnification

hereunder for any Taxes solely attributable to Buyer’s post-Closing actions or activities, any Section 338 or 336(e) election Buyer

makes, or Buyer’s breach of any covenant in this Agreement.

10.6

Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such

cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this Article 10

or in connection with any proceeding in respect of Taxes of the Company, including providing copies of relevant Tax Returns and accompanying

documents. Each of Seller and Buyer shall retain all Tax Returns and other documents in its possession relating to Tax matters of the

Company for any Pre-Closing Tax Period (collectively, “Tax Records”) until the expiration of the statute of limitations

of the taxable periods to which such Tax Records relate.

10.7

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article

10 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Law.

10.8

Coordination and Survival.

(a)

In the event that any obligation or responsibility under Article 9 may conflict or overlap with an obligation or responsibility

under this Article 10, the provisions of this Article 10 shall govern.

(b)

Notwithstanding any other provision in this Agreement to the contrary, the provisions of Section 3.7 and this Article 10 shall

survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof)

plus 90 days.

Article

MISCELLANEOUS

11.1

Public Statements. Except for the public release or announcement in the form agreed upon by

Buyer and Seller to be issued at or immediately following the Closing, no Party shall, without the prior written consent of the other

Party, issue any press release or make any other public announcement relating to the Transactions, except to the extent required by applicable

Law, in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such

release or announcement in advance of such issuance.

11.2

No Third-Party Beneficiaries; No Recourse Against Affiliates. This Agreement and the Ancillary Agreements

shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns,

except that (a) the Indemnified Parties are intended third-party beneficiaries of Article 9, and (b) the Indemnified Agents are intended

third-party beneficiaries of Section 8.3(c).

11.3

Entire Agreement. This Agreement (including the Disclosure Schedule) and the Ancillary Agreements

constitute the entire agreement between the Parties and supersede any prior understandings, agreements or representations by or between

the Parties, written or oral, to the extent they related in any way to the subject matter hereof or thereof.

11.4

Succession and Assignment. This Agreement and the Ancillary Agreements and all of the provisions

hereof and thereof shall be binding upon and inure solely to the benefit of the parties named herein and therein and their respective

successors and permitted assigns; provided, however, no Party may assign either this Agreement or any of his, her or its

rights, interests or obligations hereunder without the prior written approval of the other Party.

11.5

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed

an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by

e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy

of this Agreement.

11.6

Headings. The section headings contained in this Agreement are inserted for convenience only

and shall not affect in any way the meaning or interpretation of this Agreement.

11.7

Notices. All notices, requests, demands, claims and other communications hereunder shall be

in writing. Any notice, request, demand, claim or other communication hereunder shall be sent (by hand, by email/electronic delivery,

by courier, express delivery or overnight mail service) to the attention of the Person and to the address set forth beneath the name of

such Party below (or to such other Person or address as such Party shall have specified in a written notice given to the other Party hereto):

If to Seller or (prior to the Closing) the Company:

Axe Compute Inc.

91 43rd Street – Suite 110

Pittsburgh, Pennsylvania 15201

Attn: Chris Miglino, CEO

Email: chris@axecompute.com

With a copy to:

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Iselin, New Jersey 08830

Attn: Edward Welch

Email: ewelch@lucbro.com

If to Buyer or (after the Closing) the Company:

DataMeds AI, Inc.

3000 Bayport Drive, Suite 950

Tampa, Florida 33607

Attention: Prashant Patel

Email: patel@rxintegra.com

With a copy to:

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112

Attention: Jeffrey Fessler

Email: jfessler@sheppard.com

Any such notice shall be deemed to have been given (a) when delivered by

hand; (b) on the Business Day after the date sent if sent by a nationally recognized overnight courier for overnight delivery; (c) on

the date sent by e-mail/electronic delivery (with confirmation of transmission) if sent during normal business hours of the recipient,

and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified

or registered mail, return receipt requested, postage prepaid.

11.8

Governing Law.

(a)

This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving

effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than

the State of Delaware.

(b)

Any Proceeding based upon, arising out of or related to this Agreement or the Transactions

shall be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (or, if the Delaware Court of Chancery shall be unavailable,

any other court of the State of Delaware sitting in Wilmington Delaware, or, in the case of claims to which the federal courts have exclusive

subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and each of the Parties

irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or

hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be

heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement

or the Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party

to serve process in any manner permitted by legal requirement or to commence Proceedings or otherwise proceed against any other

party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding

brought pursuant to this Section 11.8(b).

(c)

EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO

THIS AGREEMENT OR THE TRANSACTIONS.

11.9

Amendments and Waivers. This Agreement may only be amended, modified or supplemented by an

agreement in writing signed by Seller and Buyer. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly

set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of

any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether

occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from

this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power

or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11.10

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 hereof or the

validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment

of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the

court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace

any invalid or unenforceable 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 enforceable as so modified. In the event

such court does not exercise the power granted to it in the prior sentence, the Parties agree to replace such invalid or unenforceable

term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and

other purposes of such invalid or unenforceable term.

11.11

Expenses. Except as otherwise expressly provided herein, each of the Parties will bear its

own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the Transactions.

11.12

Construction. For purposes of this Agreement, whenever the context requires: (a) the singular

number shall include the plural, and vice versa; (b) the masculine gender shall include the feminine and neuter genders; (c) the feminine

gender shall include the masculine and neuter genders; and (d) the neuter gender shall include the masculine and feminine genders. The

Parties hereto 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. Any reference to any federal, state, local, or foreign statute

or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word

“including” shall mean “including without limitation.” The term “made available” and words of similar

import mean that the relevant documents, instruments or materials (i) were posted and made available to the other Party in the Data Room

or (ii) were provided by the disclosing party via electronic means or in person, at least five Business Days prior to the date of this

Agreement.

11.13

Incorporation of Exhibits. The Exhibits and Schedules (including the Disclosure Schedule)

identified in this Agreement are incorporated herein by reference and made a part hereof. Any capitalized terms used in any Schedule or

Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

11.14

Specific Performance. The Parties agree that irreparable damage for which monetary damages,

even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the

provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Transaction)

in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (a) the Parties shall

be entitled to an injunction, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically

the terms and provisions hereof, without proof of Damages, this being in addition to any other remedy to which they are entitled under

this Agreement and (b) the right of specific enforcement is an integral part of the Transactions and without that right, neither Seller

nor Buyer would have entered into this Agreement. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches

of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section shall not be

required to provide any bond or other security in connection with any such injunction.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have

executed this Agreement as of the date first above written.

BUYER

DataMeds AI, Inc., a Delaware corporation

By: /s/ Gerald Commissiong

Print Name: Gerald Commissiong

Title: Interim Co-CEO

SELLER

Axe Compute Inc., a Delaware corporation

By: /s/ Chris Miglino

Print Name: Chris Miglino

Title: CEO

[Signature Page to DataMeds-Axe Compute (Helomics)

Stock Purchase Agreement]

Exhibit A

Definitions

“Affiliate” has the meaning set

forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

“Ancillary Agreements” mean each

agreement (other than this Agreement) document, instrument or certificate contemplated by this Agreement.

“Business Day” means any day of

the year other than a Saturday, Sunday or any other day on which national banking institutions are authorized or obligated to close under

the federal Laws of the United States.

“Buyer Common Stock” means the common

stock, $0.0001 par value per share, of Buyer.

“Buyer Material Adverse Effect”

means any change, event, condition, circumstance, effect or occurrence (whether individually or in the aggregate with other changes, events,

circumstances, effects or occurrences) that (a) has had or could reasonably be expected to have a material adverse effect on the assets,

results of operations, condition (financial or otherwise), prospects or business of Buyer, taken as a whole, or (b) does or could reasonably

be expected to materially impair or delay Buyer’s ability to consummate the Transactions, but shall not include any adverse effect

to the extent resulting from or relating to (i) the economy or financial, banking or securities markets in the United States in general,

(ii) national or international political or social conditions, including acts of terrorism and the engagement by the United States in

hostilities, or (iii) any U.S. Government shutdown; provided that none of the events set forth in items (i), (ii) or (iii) shall

have had a disproportionate effect on Buyer, taken as a whole, relative to participants in the industries in which Buyer participates.

“Buyer SEC Documents” means all

forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by Buyer under the Exchange

Act with SEC, together with any amendments, restatements or supplements thereto.

“Company Intellectual Property”

means all Intellectual Property that is used in or necessary to the operation of the business of the Company, including all Owned Intellectual

Property and Licensed Intellectual Property.

“Company IP Agreements” means (a)

licenses of, options to or covenants not to sue or assert with respect to, Company Intellectual Property by the Company to any third party

or any other instruments or other arrangements to which the Company is a party, pursuant to which any third party has obtained any right,

title or interest in any Company Intellectual Property, (b) licenses or sublicenses of Company Intellectual Property by any third party

to the Company or any other permissions or agreements pursuant to which the Company has obtained any right, title or interest in Intellectual

Property, (c) agreements between the Company and any third party relating to the use, development, prosecution, enforcement or commercialization

of Company Intellectual Property, and (d) consents, settlements and Orders governing the use, validity or enforceability of Owned Intellectual

Property.

“Company IT Assets” means any and

all IT Assets used or held for use in connection with the operation of the business of the Company as previously conducted, as currently

conducted or as currently proposed to be conducted.

“Company Material Adverse Effect”

means any change, event, condition, circumstance, effect or occurrence (whether individually or in the aggregate with other changes, events,

circumstances, effects or occurrences) that (a) has had or could reasonably be expected to have a material adverse effect on the assets,

results of operations, condition (financial or otherwise), prospects or business of the Company, taken as a whole, or (b) does or could

reasonably be expected to materially impair or delay the Company’s or Seller’s ability to consummate the Transactions, but

shall not include any adverse effect to the extent resulting from or relating to (i) the economy or financial, banking or securities markets

in the United States in general, (ii) national or international political or social conditions, including acts of terrorism and the engagement

by the United States in hostilities, or (iii) any U.S. Government shutdown; provided that none of the events set forth in items (i), (ii)

or (iii) above shall have had a disproportionate effect on the Company, taken as a whole, relative to participants in the industries in

which the Company participates.

“Company Leases” means, collectively,

(i) that certain Lease dated as of January 1, 2023, by and between Regional Industrial Development Corporation of Southwestern Pennsylvania,

a Pennsylvania nonprofit corporation, as landlord ("Landlord"), and Predictive Oncology Inc. (n/k/a Axe Compute Inc.), as tenant,

for approximately 17,417 rentable square feet located at Suites 110 & 120, 91 43rd Street, Pittsburgh, Pennsylvania 15201 (the "Chocolate

Factory," Lawrenceville Technology Center) ("Lease 1"), and (ii) that certain Lease dated as of January 1, 2023, by and

between Landlord and Predictive Oncology Inc. (n/k/a Axe Compute Inc.), as tenant, for approximately 3,418 rentable square feet located

at Suite 210 in the same building ("Lease 2"), in each case as assigned by Seller to the Company pursuant to, and effective

as of, the applicable Company Lease Amendment, such that the Company shall be the tenant of record under each Company Lease from and after

the Closing; and "Company Lease" means either of the foregoing, individually.

“Company Products” means all products,

technology, and services formulated, manufactured, processed, produced, packaged, transported, labeled, stored, distributed, marketed

or sold, developed, licensed, leased, offered, made available, or delivered by the Company, or that the Company is formulating, manufacturing,

processing, producing, packaging, transporting, labeling, storing, distributing, marketing or selling, developing, licensing, leasing,

offering, making available, or delivering, and including any products currently under research use only, preclinical or clinical development

by the Company.

“Confidential Information” means

(i) any information obtained in connection with this Agreement, including information regarding the negotiations of this Agreement and

the amount of the Purchase Price and (ii) any information concerning the Company or its business or assets that is proprietary or not

generally available to the public, including know-how, Trade Secrets, customer lists, details of customer or consultant Contracts, operational

methods and marketing plans or strategies, and any information disclosed to the Company by third parties to the extent that the Company

has an obligation of confidentiality in connection therewith.

“Consideration Shares” means 636,328

shares of Buyer Common Stock, which is equal to 19.99% of number of shares of Buyer Common Stock outstanding as of immediately prior to

the time the parties entered into this Agreement.

“Contract” means any agreement,

contract, commitment, indenture, note, mortgage bond, lease, license, deed of trust, lease, rental agreement, sales order, purchase order,

subcontract, teaming agreement, pledge agreement, noncompetition agreement, insurance contract and any other contract or binding arrangement,

whether written or oral.

"Convertible Note" means that certain

convertible promissory note in a principal amount of $1,363,672 with a conversion price of $1.00 per share, substantially in the form

attached hereto as Exhibit C.

“Damages” means all special, consequential,

indirect and other damages, dues, penalties, fines, Taxes, amounts paid in settlement, liabilities, obligations, Liens, losses, costs,

expenses, fees, loss of income or revenue, loss of anticipated or future business or profits, loss of reputation, opportunity cost, diminution

in value and damages based on the applicable “multiple of EBITDA,” “multiple of profits” or “multiple of

cash flow” or other similar valuation methodology incurred by the Person suffering such Damages, including court costs and reasonable

attorneys’ fees and expenses, provided that, Damages shall not include punitive or exemplary damages unless payable to a

third party in connection with a claim or demand asserted by a third party.

“Data Room” means the electronic

documentation site established by Seller in connection with the Transactions.

“Employee Pension Benefit Plan”

has the meaning set forth in Section 3(2) of ERISA, as amended.

“Employee Welfare Benefit Plan”

has the meaning set forth in Section 3(1) of ERISA, as amended.

“Environmental Laws” means any applicable

federal, state, local or foreign Laws, statutes, rules, regulations, standards, requirements, rules and principles of common law, ordinances

and codes, including any judicial and administrative interpretations thereof, relating to (a) the protection, preservation or restoration

of the environment (including, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant

and animal life or any other natural resource); (b) the exposure to, or the use, storage, recycling, treatment, generation, transportation,

processing, handling, labeling, production, release or disposal of, Hazardous Substances; or (c) safety issues (including occupational

safety and health), in each case as amended and as in effect on the date hereof.

“Equitable Principles” means (i)

bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, in each case, affecting creditors’

rights and remedies generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a Proceeding at law

or in equity).

“ERISA” means the Employee Retirement

Income Security Act of 1974, as amended.

“ERISA Affiliate” of any Person

means any other Person that together with such Person, would be treated as a single employer under Section 414 of the Code.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Fraud” means actual common law

fraud.

“Fundamental Representations” are

the representations and warranties contained in the following Sections: 2.1 (Existence; Authorization of Transaction; Binding Agreement),

2.2 (Non-contravention), 2.3 (Ownership of Shares), 2.5 (Brokers), 3.1 (Organization, Qualifications and Corporate Power), 3.3 (Capitalization),

3.4 (Subsidiaries; Joint Ventures), 3.12 (Intellectual Property), 3.19 (Employee Benefits), 3.21 (Certain Business Relationships), 3.23

(No Other Agreements to Sell), and 3.24 (Brokers).

“GAAP” means United States generally

accepted accounting principles as in effect from time to time.

“Governing Documents” means, with

respect to a particular Person (other than a natural person), the certificate/articles of formation/incorporation/organization, bylaws,

partnership agreement, limited liability company agreement, trust agreement or other similar organizational document or agreement, as

applicable, of such Person.

“Governmental Entity” means any

government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality

of any government, whether federal, state or local, domestic or foreign, as well as any corporations owned or chartered by any such governmental

agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality.

“Hazardous Substance” means any

substance listed, defined, designated or classified as hazardous, toxic, radioactive, dangerous, or a “pollutant” or “contaminant”

or otherwise regulated, under any Environmental Law. Hazardous Substance includes any substance for which exposure is regulated by any

Governmental Entity or any Environmental Law including, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance,

hazardous waste, special waste, petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos, or asbestos

containing material, urea formaldehyde foam insulation, PFAS, lead, mold, mold spores and mycotoxins or polychlorinated biphenyls.

“Indebtedness” means, with respect

to any Person, any obligations (including principal, premium, accrued interest, reimbursement or indemnity obligations, bonds, financing

arrangements, prepayment and other penalties, breakage fees, sale or liquidity participation amounts commitment and other fees and related

expenses) of, and all other amounts payable by, such Person and its Subsidiaries on a consolidated basis, in connection therewith (a)

in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements

in respect thereof), including factoring arrangements or asset securitizations; (b) representing foreign exchange Contracts, interest

rate and currency swap arrangements or any other arrangements designed to provide protection against fluctuations in interest or currency

rates (including breakage costs); (c) under conditional sale, title retention or other agreements or arrangements with respect to the

deferred purchase price of any property, assets or services; (d) in respect of earn-out, contingent purchase price, deferred purchase

price, or similar type payments with respect to the acquisition of another Person or property; (e) all indebtedness under leases that

are required to be capitalized under GAAP; (f) in respect of accrued or declared but unpaid dividends or other distributions; (g) for

any customer deposits or deferred revenue, including customer overpayments, (h) all costs to fulfill such customer deposits or deferred

revenue; (i) for any accrued or informally tracked but unpaid deferred compensation employee bonuses or similar payments (together with

the employer portion of payroll, social security, unemployment or similar Taxes attributable to such obligations); (j) for any accrued

but unpaid Tax liabilities, (k) in respect of any accrued but unfunded or under-funded contributions to any 401(k) plan or profit sharing

plan (together with the employer portion of payroll, social security, unemployment or similar Taxes attributable to such obligations);

and (l) all obligations referred to in clauses (a) through (k) above of another Person that are guaranteed, directly or indirectly, by

such Person or its Subsidiaries or are secured by any Lien on property or assets of such Person or its Subsidiaries.

“Indemnified Party” means the Party

seeking indemnification.

“Indemnifying Party” means the Party

from whom indemnification is sought.

“Intellectual Property” means all

of the following intellectual property rights existing worldwide: (i) rights in inventions, patents, patent applications, continuations-in-part,

divisions or reissues; (ii) trademarks, service marks, trade dress, and trade names, pending applications to register the foregoing, and

common law trademarks, service marks and trademarks, designs, logos, and other designations of origin, together with the goodwill symbolized

thereby; (iii) any and all rights in works of authorship (whether or not copyrightable) including but not limited to registered copyrights

in both published works and unpublished works, unregistered copyrights in both published works and unpublished works, and applications

to register copyrightable works of authorship; (iv) trade secrets, including, confidential or proprietary business information, know-how,

concepts, methods, processes, specifications, inventions, formulae, reports, data, customer lists, mailing lists, business plans, or other

material proprietary information (collectively, “Trade Secrets”); (v) all registered domain names; (vi) all rights

in software, including object code, source code, proprietary algorithms, and related databases and instruction manuals (collectively,

“Software”); and (vii) all similar intellectual property and proprietary rights.

“Interim Financials” has the meaning

set forth in Section 3.6(a).

“IRS” means the United States Internal

Revenue Service.

“IT Assets” means Software (including

object code, binary code, source code, libraries, routines, subroutines or other code, and including commercial, open-source and freeware

software), IT Systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches

and all other information technology equipment, and all associated documentation.

“IT Systems” means any and all electronic

data processing, information, recordkeeping, communications, telecommunications, operating, account management, inventory management,

and all other computer or information technology systems, equipment and assets, including related documentation, materials, media and

specifications, that are owned, purported to be owned, contracted for, licensed, leased, used or held for use by the Company, including

any and all such (a) computers, software, hardware, servers, peripherals, routers, hubs, switches, circuits, networks, data communications

lines, telecommunications equipment and infrastructure and other technology-related plants and equipment, including databases, workstations,

switches, and communication facilities; (b) websites and web pages, social media sites and social media pages, applications (including

mobile applications), and application programming interfaces (APIs), including all related content of the foregoing, including data, data

files, programs, scripts, design, layout, text, graphics, images, animation and sound; and (c) cloud services and infrastructure, such

as software as a service (SaaS), platform as a service (PaaS) or infrastructure as a service (IaaS).

“Knowledge” means that which is

known by a Person after due inquiry. In the case of Seller, “Knowledge” means the “Knowledge” of each of Chris

Miglino and Jeremy Yaukey-Witter. In the case of Buyer, “Knowledge” means the “Knowledge” of each of Gerald Commissiong

and Daniel Hirsch.

“Law” means all foreign, federal,

state, provincial and local laws statutes, codes, ordinances, rules, regulations, guidance resolutions, and Orders, in each case, promulgated

by any Governmental Entity or quasi-Governmental Entity.

“Licensed Intellectual Property”

means Intellectual Property licensed to the Company pursuant to the Company IP Agreements.

“Lien” means any mortgage, pledge,

lien, encumbrance, security interest, deed of trust, collateral assignment, Uniform Commercial Code financing statement, conditional or

other sales agreement, hypothecation, claim, option, right of first refusal, preemptive right, community property interest, restriction

of any nature, and other encumbrance on or ownership interests in the assets or properties of the Company or the Shares (including any

restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession,

exercise or transfer or any other attribute of ownership of any asset), as applicable, other than, with respect to the Shares, restrictions

on transfer arising under applicable state or federal securities laws.

“Order” means any order, injunction,

judgment, decree, award, determination, decision, ruling, verdict, writ, assessment or arbitration or other award of a Governmental Entity

or arbitrator.

“Ordinary Course of Business” means

the ordinary and usual course of business of the Company consistent with past practices.

“Owned Intellectual Property” means

the Intellectual Property owned or purported to be owned by, or exclusively licensed to, the Company.

“Owned Software” has the meaning

set forth in Section 3.12(l).

“Permits” means all franchises,

permits, clearances, licenses, variances, exemptions, Orders, approvals, registrations and any similar authorizations.

“Permitted Liens” means (A) any

Lien for Taxes, assessments or other governmental levies, fees or charges which are not due and payable as of the Closing Date or being

contested in good faith by appropriate Proceedings and for which appropriate reserves have been established in accordance with GAAP; (B)

mechanics Liens and similar Liens for labor, materials or supplies provided with respect to real property incurred in the Ordinary Course

of Business for amounts which are not due and payable and which shall be paid in full and released at Closing; and (C) zoning, building

codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by

any Governmental Entity having jurisdiction over such real property which are not violated by the current use or occupancy of such real

property or the operation of the Company’s business thereon.

“Person” means any individual, partnership,

corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, Governmental

Entity, or other entity.

“Policy” has the meaning set forth

in Section 8.3(b).

“Pre-Closing Tax Period” means any

taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing

Date, the portion of such taxable period ending on and including the Closing Date.

“Privacy and Security Laws” means

all (a) applicable Laws concerning the privacy, data protection, processing, transfer or security of Protected Information, including

the following and their implementing regulations, if applicable: Health Insurance Portability and Accountability Act (HIPAA), the Federal

Trade Commission Act, the CAN-SPAM Act, Canada’s Anti-Spam Legislation, the Telephone Consumer Protection Act, the Telemarketing

and Consumer Fraud and Abuse Prevention Act, the Children’s Online Privacy Protection Act, data security applicable Laws, including

those established by the California Consumer Privacy Act, Massachusetts Data Privacy Act, data breach notification applicable Laws, consumer

protection applicable Laws, the General Data Protection Regulation (EU) 2016/679, the European Union Data Protection Directive 95/46/EC

(and implementing regulations adopted by applicable European Union member states); (b) all applicable Laws concerning the security of

the Company’s products, services, and systems; (c) all Contracts to which the Company is a party or is otherwise bound that relate

to Protected Information or protecting the security or privacy of information or IT Systems; (d) the Company’s internal and posted

policies and notices relating to Protected Information and/or the privacy and security of the Company’s products, data, and IT Systems;

(e) any applicable Laws concerning requirements for website and mobile application privacy policies and practices, call or electronic

monitoring or recording or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing),

and to the extent applicable, Payment Card Industry Data Security Standard and any industry self-regulatory principles regarding direct

marketing, telemarketing, and online behavioral advertising.

“Proceeding” means any judicial,

administrative or arbitral action, suit, claim, demand, complaint, charge, audit, hearing, review, investigation or other proceeding,

whether public or private, by or before a Governmental Entity or arbiter.

“Prohibited Transaction” has the

meaning set forth in Section 406 of ERISA.

“Protected Information” means any

information, in any form, that (a) is personally identifying (i.e., data that identifies an individual or, in combination with any other

information or data available to the Company, is capable of identifying an individual); or (b) is considered personal data or otherwise

governed, regulated or protected by one or more Privacy and Security Laws.

“Registered Intellectual Property”

means any Owned Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued

by, filed with, or recorded by, any Governmental Entity at any time.

“Related Persons” means any director,

officer, consultant, employee or Affiliate of the Company, Seller or any Affiliate of any of the foregoing.

“Representatives” means, with respect

to any Person, such Person’s directors, managers, officers, employees, consultants, counsel, accountants, and other representatives.

“SEC” means the U.S. Securities

and Exchange Commission.

“Seller Affiliated Group” means

(a) for U.S. federal income tax purposes, the affiliated group of corporations (as defined in Section 1504(a) of the Code) of which Seller

or an Affiliate of Seller is the common parent, and (b) for state or local income Tax purposes, the affiliated, aggregate, consolidated,

combined, unitary, or similar group of which Seller or an Affiliate of Seller is the common parent.

“Subsidiary” means any Person (including

any joint venture) of which any outstanding share capital, voting securities or other equity interests is owned, directly or indirectly.

“Tax” and “Taxes”

means (i) all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local or foreign taxing authority,

including but not limited to, income, gross receipts, excise, property, escheat, abandoned or unclaimed property, sales, use, transfer,

net worth, franchise, environmental, payroll, withholding, employment, real property, value added, alternative or add-on minimum, estimated,

social security or other taxes including any interest, penalties or additions attributable thereto and (ii) any liability for the payment

of any amounts of the type described in clause (i) as a result of the application of Treasury Regulation Section 1.1502-6 or any comparable

provision of state, local, or foreign Law, as a transferee or successor, by contract (other than commercial Contracts entered into in

the Ordinary Course of Business that do not primarily relate to Taxes), or otherwise.

“Tax Return” means any declaration,

return, report, information return or other document, including any schedule or attachment thereto, and including any amendment thereof,

relating to Taxes filed with any Tax authority or other Governmental Entity or required to be provided to any Person.

“Transaction Expenses” means (i)

all fees, expenses and costs (whether or not invoiced) incurred by or on behalf of the Company or Seller, in each case, required to be

paid or reimbursed by the Company in connection with the Transactions to financial advisors, accountants, legal advisors, brokers and

other third party advisors, (ii) all amounts payable by or behalf of the Company or Seller whether immediately or in the future with respect

to any retention, change of control, transaction or stay bonuses, severance, incentive or option payments, deferred compensation, transaction

completion or other obligations or payments that are incurred as a result of or in connection with the consummation of the Transactions,

and, in each case referred to in clauses (i) and (ii) above, all Taxes required to be paid in connection with the foregoing (including

the employer’s portion of any wage or similar withholding Taxes), and (iii) premiums and any other fees, costs or expenses paid

or incurred by the Company or Buyer in connection with obtaining the directors and officers liability “tail” Policy in accordance

with Section 8.3(b).

“Transactions” means the transactions

contemplated by this Agreement and the Ancillary Agreements.

Exhibit B

Disclosure Schedule

[see attached]

Exhibit C

Convertible Note

[see attached]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exh_991.htm · Sequence: 3

Exhibit 99.1

Axe Compute Sells Helomics AI Cancer Diagnostics Lab Business to DataMEDS AI, Completing Transition to Neocloud

GPU-as-a-Service platform

September 15, 2026

All-stock sale gives Axe Compute equity stake in DataMEDS AI; aligns APU’s operating structure with its

scaling GPU-as-a-Service business

PITTSBURGH, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Axe Compute Inc. (NASDAQ: AGPU) ("Axe Compute" or the "Company"),

a neocloud AI infrastructure platform, today announced the sale of its legacy artificial intelligence cancer diagnostics laboratory business

Helomics Corporation (“Helomics”) to DataMEDS AI, Inc. (NASDAQ: MEDS) ("DataMEDS"), a Health IT company vertically

integrating health data acquisition and transfer.

Under the agreement, Axe Compute sold its wholly-owned subsidiary Helomics in exchange for common shares and common

share equivalents of DataMEDS. This agreement provides Axe Compute with potential future returns from DataMEDS common stock while completing

its transition to a pure-play neocloud GPU-as-a-Service business. This transaction completes Axe Compute’s strategic transition

to a pure-play neocloud GPU-as-a-Service company.

Helomics Corporation is a Pittsburgh-based functional precision medicine oncology platform that applies artificial

intelligence to real-world tumor data to support drug discovery and cancer treatment decisions. It is the final operating business remaining

from Axe Compute's former identity as Predictive Oncology Inc., prior to its name change in December 2025.

"This transaction is the final chapter of Axe Compute's transformation into a focused, pure-play neocloud GPU-as-a-Service

company," said Christopher Miglino, Chief Executive Officer of Axe Compute. "Just as important, we structured it so that our

shareholders keep a stake in the future of AI Helomics. Rather than simply exiting the business, we are becoming an investor in DataMEDS

- a company whose health-data and AI platform makes it exceptionally well positioned to scale what our team in Pittsburgh built - while

we dedicate the entirety of our team, capital, and operations to meeting the accelerating demand for AI compute."

"We are thrilled to have completed this strategic transaction that thrusts DataMEDS into the field of oncology,

where we know there is a tremendous need to improve patient outcomes, using our data driven approach to healthcare," said Gerald

Commissiong, Interim Co-CEO of DataMEDS.

Further details regarding the transaction will be set forth in a Current Report on Form 8-K to be filed by Axe Compute

with the U.S. Securities and Exchange Commission, available at www.sec.gov and at investors.axecompute.com.

ABOUT AXE COMPUTE

Axe Compute Inc. (NASDAQ: AGPU) is a neocloud AI infrastructure platform built on a fundamental premise: AI innovation

should not be constrained by hardware choice or availability. The company provides enterprises and AI innovators with flexibility across

hardware, geography, and deployment models through two core offerings: Axe Compute Access, delivering a wide range of the latest high-performance

GPU infrastructure across global locations, and Axe Compute Build, enabling the design, deployment, ownership, and operation of large-scale,

dedicated AI infrastructure worldwide. All solutions are supported by enterprise-grade SLAs and operational expertise. Axe Compute is

headquartered in Pittsburgh, Pennsylvania. For more information, visit axecompute.com.

About DataMEDS AI, Inc.

DataMEDS AI, Inc. (NASDAQ:MEDS) (formerly Wellgistics Health, Inc.) is a leading Health IT company that focuses

on the vertical integration of technology, pharmacy, pharmaceutical-adjacent and telemedicine business units to deliver a better healthcare

experience for consumers.

Headquartered in Tampa, Fla., DataMEDS, AI, incorporates the artificial intelligence platform EinsteinRx™

and blockchain-enabled smart contracts platform PharmacyChain™ into the Health Lives Here mobile application, and its Corexa Health

subsidiary provides pharmacy and pharmacy services, including the distribution of products developed by Tollo Health, LLC.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the federal securities laws,

which can generally be identified by the use of words such as "may," "will," "intend," "estimate,"

"future," "anticipate," "plan," "expect," "explore," "potential" or other

similar words. Forward-looking statements include, but are not limited to, statements regarding the expected timing and completion of

the proposed transaction, the anticipated benefits of the transaction to Axe Compute and its shareholders, the future performance of

the AI Helomics business under DataMEDS' ownership, the value of the DataMEDS shares to be received, the Company’s holding of shares

of DataMEDS subsequent to the consummation of the transaction, the expected accounting treatment of the AI Helomics business, the treatment

of customers and employees following closing, and the Company's strategy and prospects as a pure-play neocloud GPU-as-a-Service company.

These statements are based on management's current expectations and beliefs as of the date of this release and are subject to significant

risks and uncertainties that could cause actual results to differ materially, including but not limited to: the risk that closing conditions

to the transaction are not satisfied or that the transaction does not close on the expected timeline or at all; fluctuations in the market

value and liquidity of the DataMEDS common stock received as consideration; the risk that anticipated benefits of the transaction are

not realized; the Company's ability to generate and grow Compute Services revenue; the highly volatile and unpredictable price of ATH

and digital assets generally; the Company's ability to maintain Nasdaq listing compliance; and those risks and uncertainties described

in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, and in

the Company's subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements,

except as required by applicable law.

INVESTOR CONTACT Erin McMahon Axe Compute Inc. — Investor Relations

ir@axecompute.com | investors.axecompute.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Sep. 11, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 11, 2026

Entity File Number

001-36790

Entity Registrant Name

Axe Compute Inc.

Entity Central Index Key

0001446159

Entity Tax Identification Number

33-1007393

Entity Incorporation, State or Country Code

Entity Address, Address Line One

91 43rd Street

Entity Address, Address Line Two

Suite 110

Entity Address, City or Town

Pittsburgh

Entity Address, State or Province

Entity Address, Postal Zip Code

15201

City Area Code

(412)

Local Phone Number

432-1500

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.01 par value

Trading Symbol

AGPU

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration