Form 8-K

8-K — Pelthos Therapeutics Inc.

Accession: 0001104659-26-120457

Filed: 2026-10-30

Period: 2026-10-30

CIK: 0001919246

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

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

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

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2628523d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2628523d1_ex2-1.htm)

EX-3.1 — EXHIBIT 3.1 (tm2628523d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2628523d1_ex3-2.htm)

EX-4.2 — EXHIBIT 4.2 (tm2628523d1_ex4-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2628523d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2628523d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2628523d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2628523d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2628523d1_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2628523d1_ex10-6.htm)

EX-10.7 — EXHIBIT 10.7 (tm2628523d1_ex10-7.htm)

EX-10.8 — EXHIBIT 10.8 (tm2628523d1_ex10-8.htm)

EX-99.1 — EXHIBIT 99.1 (tm2628523d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 30, 2026

Pelthos Therapeutics

Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41964

86-3335449

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4020 Stirrup Creek Drive, Suite 110

Durham, NC

27703

(Address of registrant’s principal executive office)

(Zip code)

Registrant’s telephone number, including

area code: (919) 908-2400

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

PTHS

The NYSE American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

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

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On October 30, 2026, Pelthos Therapeutics Inc., a Nevada corporation

(“Pelthos” or “Public Company”), Credit Card Merger Sub, Inc., a Delaware corporation and wholly

owned subsidiary of Pelthos (“Merger Sub”), Credit Card Merger Sub II, LLC, a Delaware limited liability company and

wholly owned subsidiary of Pelthos (“Merger Sub II”), Castle Creek Biosciences, Inc., a Delaware corporation (“Castle

Creek” or “Merger Partner”), and Paragon Biosciences, LLC, a Delaware limited liability company, as the securityholder

representative (the “Securityholder Representative”), entered into an Agreement and Plan of Merger (the “Merger

Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in

the Merger Agreement, Merger Sub will merge with and into Castle Creek (the “First Merger”), with Castle Creek continuing

as a wholly owned subsidiary of Pelthos and the surviving corporation of the First Merger, and immediately following the First Merger,

Castle Creek will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”),

with Merger Sub II continuing as a wholly owned subsidiary of Pelthos and the surviving company of the Second Merger. The Mergers, taken

together, are intended to qualify for federal income tax purposes as a “reorganization” within the meaning of Section 368(a)

of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms used in this Current Report on Form 8-K but

not otherwise defined have the meaning set forth in the Merger Agreement.

Consideration

to Castle Creek Stockholders. At the effective time of the First Merger (the “Initial Effective Time”),

each share of Merger Partner Common Stock and Merger Partner Preferred Stock issued and outstanding immediately prior to the Initial Effective

Time (other than treasury shares and any Dissenting Shares) will be automatically converted into the right to receive in accordance with,

and subject to the terms, conditions and procedures set forth in the Merger Agreement, the following consideration: (i) its Allocable

Share of 5,200,000 shares of common stock, par value $0.0001 per share, of Pelthos (“Pelthos Common Stock”) (the “Castle

Creek Merger Shares”), with fractional shares rounded up to the nearest whole share, and (ii) its Allocable Share of any Contingent

Shares, Milestone Payments and PRV Interest (each as defined below) and other payments required to be issued or paid pursuant to Article

IX of the Merger Agreement. The “Allocable Share” of each share of Merger Partner Common Stock and Merger Partner Preferred

Stock will be determined in accordance with the deemed liquidation event provisions of Castle Creek’s certificate of incorporation

(as in effect immediately prior to the Initial Effective Time) and, with respect to any consideration issued, released or paid following

the closing, on a cumulative basis. Ten percent of the Castle Creek Merger Shares will be deposited in escrow at closing to secure the

indemnification obligations of the Castle Creek securityholders and, subject to pending claims, will be released on the fifth business

day following the second anniversary of the closing date.

“Milestone Payments” consist of (1) $50.0 million

upon achievement of a specified clinical milestone for D-Fi on or before June 30, 2029, (2) $50.0 million upon the first commercial sale

of D-Fi in the United States, (3) $50.0 million upon D-Fi net sales first reaching $100.0 million in any trailing twelve-month period,

(4) $75.0 million upon D-Fi net sales first reaching $250.0 million in any trailing twelve-month period and (5) $75.0 million upon D-Fi

net sales first reaching $500.0 million in any trailing twelve-month period, in each case net of certain contingent expenses. “Contingent

Shares” consist of, if FDA approval of D-Fi is received on or prior to March 31, 2036, 5,800,000 shares of Pelthos Common Stock,

subject to reduction for certain contingent expenses and by 5% for each complete calendar quarter elapsed after March 31, 2031 and on

or before the approval date. “PRV Interest” consists of the holders of Merger Partner Common Stock and Merger Partner

Preferred Stock’s right, title and interest in and to 80% of the net proceeds from the sale of any priority review voucher granted

by the FDA in connection with the approval of D-Fi. The amount and composition of any Milestone Payment or priority review voucher payment

may be adjusted to include shares of Pelthos Common Stock to preserve the intended tax treatment of the Mergers, subject to a share cap.

Pelthos may set off such contingent consideration or other amounts payable to the Castle Creek securityholders by losses relating to certain

consideration matters or fraud, so long as (i) Pelthos has obtained a final, non-appealable judgment with respect to such losses, (ii)

the Securityholder Representative has agreed in writing to the set-off or (iii) such losses are claimed in good faith by Pelthos or another

indemnified party and remain pending and unresolved as of the date such payment would otherwise become payable, subject to Pelthos paying

any such withheld amount that is not ultimately set off against such losses to the Castle Creek securityholders following final resolution

of such pending claim.

Based on the number of Castle Creek Merger Shares and the capitalization

of Pelthos as of the date of the Merger Agreement, immediately following the closing of the First Merger, and before giving effect to

the PIPE Financing (as defined below), Castle Creek stockholders as of immediately prior to the First Merger are expected to own approximately

32.5%, and Pelthos securityholders as of immediately prior to the First Merger are expected to own approximately 67.5% on a fully-diluted

basis, of Pelthos Common Stock, excluding any Contingent Shares.

Treatment of Castle Creek Equity Awards. Outstanding Merger

Partner Options will be terminated immediately prior to the Initial Effective Time. Merger Partner Warrants that have not been exercised

in full will be treated in accordance with their terms and thereafter terminated immediately prior to the Initial Effective Time.

Representations, Warranties and Covenants. Each of Pelthos and

Castle Creek has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants

relating to (i) obtaining the requisite approvals of their respective stockholders, (ii) non-solicitation of alternative acquisition proposals,

(iii) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of

the Mergers, (iv) Pelthos filing with the Securities and Exchange Commission (the “SEC”) a registration statement on

Form S-4 (the “Form S-4”) which includes an information statement (the “Information Statement”),

(v) filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (vi) Pelthos

using its commercially reasonable efforts to maintain the existing listing of the Pelthos Common Stock on the NYSE American and causing

the shares of Pelthos Common Stock to be issued in connection with the Mergers to be approved for listing on the NYSE American at or prior

to the Initial Effective Time. The representations and warranties of Castle Creek survive the closing until the second anniversary of

the closing date, and the Castle Creek securityholders have agreed to indemnify Pelthos for certain losses.

The consummation of the Mergers is subject to certain closing conditions,

including, among other things, (i) the Merger Agreement having been approved by means of written consent by the requisite stockholders

of Castle Creek, (ii) the issuance of Pelthos Common Stock in the First Merger and the PIPE Financing pursuant to Sections 710 through

713 of the NYSE American Company Guide (the “Share Issuances”) having been approved by means of written consent by

the requisite Pelthos stockholders, (iii) the Form S-4 having become effective and 20 calendar days having elapsed following the mailing

of the Information Statement, (iv) no governmental entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered

any order, executive order, stop order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation

which is in effect and which has the effect of making the Mergers illegal or otherwise prohibiting their consummation, (v) the shares

of Pelthos Common Stock to be issued in the Share Issuances having been approved for listing, subject to official notice of issuance,

on the NYSE American, (vi) the expiration or termination of the waiting period under the HSR Act, (vii) entry into an escrow agreement

and an exchange agent agreement and (viii) the PIPE Financing having been consummated or being consummated concurrently with or immediately

before the closing of the Mergers. Each party’s obligation to consummate the Mergers is also subject to other specified customary

conditions, including the accuracy of the representations and warranties of the other party, subject to specified materiality standards,

the performance in all material respects by the other party of its obligations under the Merger Agreement, and the absence of any material

adverse effect affecting the other party that is continuing on the closing date.

Termination Rights. The Merger Agreement contains certain termination

rights of each of Pelthos and Castle Creek, including, subject to compliance with the applicable terms of the Merger Agreement, the right

of each party to terminate if a final and nonappealable order permanently prohibits the Mergers, if, prior to receipt of the requisite

stockholder consent, the other party’s board changes its recommendation or the other party materially breaches its non-solicitation

or stockholder consent obligations, if the First Merger has not been consummated by February 1, 2027 (subject to automatic extension to

March 31, 2027 in certain circumstances where the Form S-4 has not become effective in time and all other conditions are satisfied), upon

an uncured breach by the other party that would cause a closing condition not to be satisfied, and, in the case of Castle Creek, if the

requisite Pelthos stockholder consent is not delivered within one business day of signing or, in the case of Pelthos, if the requisite

Castle Creek stockholder consent is not delivered within five business days after the Form S-4 becomes effective. All fees and expenses

incurred in connection with the Merger Agreement will be paid by the party incurring such expenses, whether or not the Mergers are consummated,

except that (a) Pelthos and Castle Creek will equally share (i) all fees and expenses of the exchange agent and (ii) all fees and expenses,

other than accountants’ and attorneys’ fees, incurred with respect to the printing, filing and mailing of the Form S-4 and

the Information Statement, (b) Pelthos will pay all filing fees under the HSR Act and (c) if the Mergers are consummated, Pelthos will

pay Castle Creek’s transaction expenses to the extent not paid by Castle Creek, including funding a $500,000 expense reserve for

the Securityholder Representative, any unused portion of which will be returned to Pelthos.

Board of Directors. Immediately following the Initial Effective

Time, the board of directors of Pelthos (the “Board”) will increase in size from eight directors to ten directors,

including the eight members of the Board as of the closing and two new directors designated by Castle Creek.

The foregoing description of the Merger Agreement does not purport

to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto

and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms.

It is not intended to provide any other factual information about Pelthos, Castle Creek, Merger Sub or Merger Sub II. In particular, the

representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and

were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting

parties, including being qualified by confidential disclosure letters made for the purposes of allocating contractual risk between the

parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable

to the contracting parties that differ from those applicable to investors. These confidential disclosure letters contain information that

modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement.

Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger

Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses.

Securities Purchase Agreement

On October 30, 2026, Pelthos entered into a securities purchase

agreement (the “Securities Purchase Agreement”) with certain investors,

including Ligand Pharmaceuticals Incorporated (“Ligand”), Nomis Bay Ltd

(“Nomis Bay”), and Marshman Fund

Trust II U/A/D 5/1/08 (“Marshman”) and certain other investors

(collectively, the “PIPE Investors”), and a specified buyer (the

“Option Buyer”), pursuant to which (a) the PIPE Investors have agreed to

subscribe for and purchase an aggregate of 57,500 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the

“Series B Preferred Stock”), each with a stated value of $1,000, and

warrants to purchase an aggregate of 496,951 shares of Pelthos Common Stock (the “Warrants”),

for an aggregate purchase price of approximately $57.5 million (such transaction, the “PIPE

Financing” and together with the Mergers, the “Transactions”)

payable in cash, and, in the case of certain PIPE Investors, in part by the transfer to Pelthos of Bridge Notes (as defined below),

(b) the Option Buyer may elect to purchase up to $26.6 million of Series B Preferred Stock (or, in certain circumstances, Series D

Preferred Stock (as defined below)), and Warrants, prior to November 14, 2026 (the “Second

Signing Date”), and (c) certain existing stockholders (each, an “Other

Bridge Buyer”) of Castle Creek that exercise pre-emptive rights to purchase Bridge Notes (as defined below) may

subscribe for and purchase an additional $1.5 million of Series B Preferred Stock (or, in certain circumstances, shares of Series D

Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred

Stock”), each with a stated value of $1,000) and Warrants, prior to the Second Signing Date. The maximum potential size

of the PIPE Financing, including the Bridge Financing, is $80.0 million.

The PIPE Financing is expected to close immediately prior to the

Initial Effective Time. The purchase price payable by certain PIPE Investors will be satisfied in part by the transfer to Pelthos of

certain convertible bridge promissory notes issued by Castle Creek to such PIPE Investors (the “Bridge

Notes”). The closing of the PIPE Financing is conditioned upon, among other things, the satisfaction or waiver of all

conditions to the closing of the Mergers, approval of the listing of the shares of Pelthos Common Stock issuable upon conversion of

the Series B Preferred Stock and Series D Preferred Stock, as applicable, and upon exercise of the Warrants on the NYSE American,

and Pelthos receiving at least $57.5 million (in cash or cancellation of Bridge Notes) from the investors party to the Securities

Purchase Agreement at closing. Pelthos intends to use the proceeds from the PIPE Financing to repay certain indebtedness of Castle

Creek and for working capital and general corporate purposes. The Series B Preferred Stock and Series D Preferred Stock, the

Warrants and the shares of Pelthos Common Stock issuable upon conversion of the Series B Preferred Stock and Series D Preferred

Stock or upon exercise of the Warrants will be issued pursuant to an exemption from the registration requirements of the Securities

Act of 1933, as amended (the “Securities Act”), and the resale of the

shares of Pelthos Common Stock issuable upon (i) conversion of the Series B Preferred Stock, Series D Preferred Stock and (ii)

exercise of the Warrants will be registered pursuant to a resale registration statement (the “Registration

Statement”).

The foregoing descriptions of the Securities Purchase Agreement and

the Bridge Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase

Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Warrants

The Warrants are exercisable beginning on the date

that is 180 days after the closing of the Transactions and will expire on the tenth anniversary of their issuance. The Warrants may be

exercised for cash or on a cashless basis. If a registration statement covering the issuance of the underlying shares is not effective

at the time of exercise, they may be exercised only on a cashless basis. A holder may not exercise a Warrant to the extent that the holder,

together with its affiliates, would beneficially own more than 4.99% or 9.99% of the Company’s outstanding common stock immediately

after giving effect to the exercise. The holder may increase or decrease this percentage, up to 9.99%, and any increase takes effect 61

days after notice to the Company. The exercise price and the number of shares issuable are subject to customary adjustment for stock dividends,

splits, combinations and similar events. Holders are also entitled to participate in certain distributions and rights offerings made to

holders of common stock. In a fundamental transaction, holders are entitled to receive the consideration they would have received had

they exercised the Warrants immediately beforehand.

The foregoing description of the Warrants does not

purport to be complete and is qualified in its entirety by reference to the full text of the forms of each Warrant, which is filed herewith

as Exhibit 4.2 and are incorporated by reference herein.

Lock-Up Agreements

Concurrently with the execution of the Merger Agreement and the Securities

Purchase Agreement, each of (i) certain Castle Creek securityholders and (ii) certain of the PIPE Investors have entered into lock-up

agreements (collectively, the “Lock-Up Agreements”), pursuant to which such parties have agreed not to, except in limited

circumstances, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,

grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Pelthos

Common Stock received in the Mergers or any shares of Series B Preferred Stock purchased in the PIPE Financing or shares of Pelthos Common

Stock issuable upon conversion thereof (in the case of the PIPE Investors), from the closing of the Mergers until the date that is 180

days after the closing date, subject to certain exceptions set forth in each of the Lock-Up Agreements.

The foregoing description of the Lock-Up Agreements does not purport

to be complete and is qualified in its entirety by reference to the full text of the forms of each Lock-Up Agreement, which are filed

herewith as Exhibit 10.3 and Exhibit 10.4 are incorporated by reference herein.

Support Agreements

Concurrently with the execution and delivery of the Merger

Agreement, certain executive officers, directors and stockholders of Castle Creek (solely in their respective capacities as Castle

Creek stockholders) who beneficially own an aggregate of approximately 55.9% of the outstanding Merger Partner Common Stock as of

October 30, 2026 have entered into support agreements with Pelthos and Castle Creek to vote (or deliver a written consent with

respect to) all of their shares of Merger Partner Capital Stock (i) in favor of the adoption of the Merger Agreement and the

approval of the First Merger, and (ii) against any competing acquisition proposal and against any agreement or transaction that

would reasonably be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the Mergers,

the PIPE Financing or any of the other transactions contemplated by the Merger Agreement (the “Support

Agreements”). In the event of a Merger Partner Board Recommendation Change (as defined in the Merger Agreement), the

support obligations described in the previous sentence will apply to 50% of the shares held by each stockholder executing a Support

Agreement. In the event the Merger Agreement is terminated in certain circumstances, the supporting stockholders have committed to

vote against competing proposals presented to Castle Creek prior to the termination of the Merger Agreement for 12 months following

such termination of the Merger Agreement and to vote against all other competing proposals for a period for 6 months following such

termination of the Merger Agreement.

The foregoing description of the Support Agreements does not purport

to be complete and is qualified in its entirety by reference to the full text of the form of the Support Agreement, which is filed herewith

as Exhibit 10.2 and is incorporated by reference herein.

Registration Rights Agreement

At the closing of the PIPE Financing, Pelthos will enter into a

registration rights agreement (the “Registration Rights Agreement”) with

the PIPE Investors pursuant to which the PIPE Investors will be entitled to certain resale registration rights with respect to the

shares of Pelthos Common Stock issuable upon (i) conversion of the Series B Preferred Stock issued to the PIPE Investors and any

Series D Preferred Stock issued to the Option Buyer and any Other Bridge Buyer, and (ii) upon exercise of the Warrants. Pursuant to the Registration Rights

Agreement, Pelthos will be required to prepare and file the Registration Statement with the SEC by the later of the 30th calendar

day after the closing date of the PIPE Financing and 15 calendar days after the due date (including any extensions granted by a

timely-filed Form 12b-25) of the next periodic report required pursuant to Section 13 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). Pelthos shall use its reasonable best

efforts to cause the Registration Statement to be declared effective by the SEC by the earlier of (A) the 90th calendar day after

the closing date of the PIPE Financing (or the 120th calendar day if subject to a full review by the SEC) and (B) the 5th business

day after the date Pelthos is notified (orally or in writing, whichever is earlier) by the SEC that such applicable Registration

Statement will not be reviewed or will not be subject to further review, and to keep the Registration Statement effective until the

earliest of the date all registrable securities may be sold without restriction under Rule 144, have been sold, or the fifth

anniversary of the closing date.

The foregoing description of the Registration Rights Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Registration Rights Agreement,

which is filed herewith as Exhibit 10.5 and is incorporated by reference herein.

Stockholder Approval of Transaction

In connection with the Transactions, on October 30, 2026, Ligand

and certain other stockholders, holding an aggregate of approximately 3.0 million shares of Pelthos Common Stock (including

shares underlying the Series A Preferred Stock on an as-converted basis), constituting approximately 56.2% of the voting power of the

outstanding shares of Pelthos Common Stock, executed the Public Company Written Consent approving the Share Issuances. No further

approval of the stockholders of Pelthos is required to approve the Share Issuances or the Mergers.

As promptly as practicable, Pelthos will file with the SEC a registration

statement on Form S-4, including the preliminary Information Statement describing the Merger Agreement and the transactions contemplated

thereby, including the Mergers. A definitive version of the Information Statement will be filed with the SEC and mailed to stockholders

of Pelthos thereafter.

Certificate of Designation

In connection with the PIPE Financing, Pelthos will file a Certificate

of Designation of Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Nevada Secretary

of State to create a new series of preferred stock designated as the Series B Preferred Stock. After a Series D

Trigger Event (as defined in the Securities Purchase Agreement), Pelthos will file a Certificate of Designation of Series D Convertible

Preferred Stock (the “Series D Certificate of Designation”) with the Nevada Secretary of State to create a new series

of preferred stock designated as the Series D Preferred Stock. The Series D Certificate of Designation will have terms substantially similar

to the terms of the Certificate of Designation, except with respect to the voting conversion price applicable to the Series D Preferred

Stock. The following is a description of the principal terms of the Series B Preferred Stock, which are set forth in the Certificate of

Designation.

General. Pursuant to the Certificate of Designation,

Pelthos will authorize 150,000 shares of Series B Preferred Stock and each share of Series B Preferred Stock will have a stated value

of $1,000 per share (the “Stated Value”), subject to adjustment for stock splits, stock dividends, recapitalizations

and similar events. The Board may reduce the number of authorized shares of Series B Preferred Stock to a number not less than the number

then outstanding or issuable pursuant to the Securities Purchase Agreement. At the consummation of the PIPE Financing, Pelthos will issue

57,500 shares of Series B Preferred Stock. When issued, the Series B Preferred Stock will be fully paid and non-assessable. The

holders of Series B Preferred Stock (“Holders”) may transfer their shares of Series B Preferred Stock without the

consent of Pelthos, except as otherwise required by the Securities Purchase Agreement.

Dividends and Distributions. The holders of Series B Preferred

Stock will be entitled to receive dividends when and as declared by the Board, from time to time, in its sole discretion, payable in cash

on the Stated Value out of funds legally available therefor. In addition, if Pelthos declares or makes any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of Pelthos Common Stock (other than certain stock dividends), the holders of

Series B Preferred Stock will be entitled to participate in such distribution, on an as-converted basis (without regard to limitations

on conversion), subject to the beneficial ownership limitation set forth in the Certificate of Designation, with any portion exceeding

such limitation held in abeyance until it may be received without exceeding such limitation.

Conversion at Option of Holder. Each holder of Series B Preferred

Stock may convert all, or any part, of its outstanding Series B Preferred Stock, at any time on or after the initial issuance date at

such holder’s option, into a number of shares of Pelthos Common Stock equal to the conversion amount (the Stated Value plus any

declared and unpaid dividends and any other amount owed to such holder under the Certificate of Designation or the other transaction documents)

divided by the “Conversion Price” of $19.67, which is subject to proportional adjustment upon the occurrence of any

stock split, stock dividend, stock combination, recapitalization and/or similar transactions. Any fractional share resulting from a conversion

will be rounded up to the nearest whole share. Pelthos is required to deliver the shares of Pelthos Common Stock issuable upon conversion

by the first trading day following receipt of a conversion notice. Following the occurrence of at least three failures to timely deliver

conversion shares, Pelthos will be required to pay the applicable holder, for each day such delivery is not timely effected, an amount

in cash equal to 0.5% of the product of the number of shares not timely delivered and the average VWAP (as defined in the Certificate

of Designation) of the Pelthos Common Stock during the applicable period. Holders are also entitled to certain “buy-in” remedies

if Pelthos fails to timely deliver conversion shares.

Voluntary Adjustment Right. Subject to the rules and regulations

of the NYSE American, Pelthos has the right, at any time, with the prior written consent of the “Series B Required Holders”

(as defined in the Securities Purchase Agreement), to reduce the then current Conversion Price to any amount and for any period of time

deemed appropriate by the Board.

Purchase Rights. If at any time Pelthos grants, issues or sells

any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially

all of the record holders of any class of Pelthos Common Stock (the “Purchase Rights”), then each holder of Series

B Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which

such holder could have acquired if such holder had held the number of shares of Pelthos Common Stock acquirable upon complete conversion

of all the Series B Preferred Stock held by such holder (without regard to any limitations on conversion) immediately prior to the applicable

record date, subject to the Maximum Percentage (as defined in the Certificate of Designation), with any portion exceeding the Maximum

Percentage held in abeyance until the earlier of the time such holder may receive it without exceeding the Maximum Percentage and the

12-month anniversary of the applicable record date.

Voting Rights. The holders of the Series B Preferred Stock will

be entitled to notice of any stockholders’ meeting and will have the right to vote together with the holders of Pelthos Common Stock

(and with the holders of Pelthos’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) on an

as-converted basis), as a single class, in an amount equal to the voting power of the aggregate number of shares of Pelthos Common Stock

that would be issuable upon conversion of such shares of Series B Preferred Stock, as if the conversion price were $16.54 (the “Series

B Voting Conversion Price”), subject to the Maximum Percentage (or as otherwise required by applicable law). The Series B Voting

Conversion Price is subject to proportional adjustment upon any stock split, stock combination or similar transaction. To the extent a

separate class or series vote of the Series B Preferred Stock is required under Nevada law, the affirmative vote or consent of the Series

B Required Holders, voting together with the holders of Series A Preferred Stock and not by separate series unless required under Nevada

law, will constitute approval of such action.

The foregoing description of the Certificate of Designation does not

purport to be complete and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation, which

is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Amendment and Restatement of Venture Loan and Security Agreement

On October 30, 2026, concurrently with the execution of the Merger

Agreement, Pelthos, LNHC, Inc., a Delaware corporation and wholly owned subsidiary of Pelthos (“LNHC”), and Channel

Pharmaceutical Corporation, a Nevada corporation and wholly owned subsidiary of Pelthos (“Channel” and, together with

Pelthos and LNHC, the “Borrowers”), together with Merger Sub and Merger Sub II as additional co-borrowers, entered

into an Amended and Restated Venture Loan and Security Agreement (the “A&R Loan Agreement”) with Horizon Technology

Finance Corporation, a Delaware corporation, as collateral agent, and the lenders party thereto from time to time (collectively, “Horizon”),

which amends and restates in its entirety the Venture Loan and Security Agreement, dated January 12, 2026, among the Borrowers and Horizon

(the “Loan Agreement”) in order to, among other things, (i) provide for the funding in full on the effective date of

the A&R Loan Agreement (the “A&R Effective Date”) of $10.0 million of additional term loans (together with

the term loans outstanding under the Loan Agreement, the “Term Loans”) that remained unfunded under the Loan Agreement

and (ii) obtain Horizon’s consent to the Mergers. The $30.0 million of Term Loans outstanding immediately prior to its effectiveness

remain outstanding and secured under the A&R Loan Agreement. Following the funding of the additional Term Loans on the A&R Effective

Date, $40.0 million in aggregate principal amount of Term Loans were outstanding under the A&R Loan Agreement, and the aggregate principal

amount of the facility remains up to $50.0 million.

Pursuant to the A&R Loan Agreement, Horizon funded $10.0 million

of additional Term Loans, in four tranches of $2.5 million each, on the A&R Effective Date. The proceeds of these additional Term

Loans will be used to pay the commitment fee and Horizon’s expenses, and to partially fund, on the closing date of the Mergers,

the repayment in full of Castle Creek’s existing venture loan facility with Horizon and of certain unsecured subordinated promissory

notes issued by a subsidiary of Castle Creek, together with certain transaction costs, and for working capital and general corporate purposes.

The A&R Loan Agreement also provides for up to an additional $10.0 million of Term Loans, in two tranches of $5.0 million each, which

Horizon may elect to fund in its sole discretion on or prior to December 31, 2027, subject to, among other conditions, the Borrowers achieving

trailing twelve-month net revenue of at least $70.0 million.

Borrowings under the A&R Loan Agreement accrue interest at a floating

rate equal to the prime rate plus 3.75%, with the prime rate subject to a floor of 6.75%. The Term Loans are repayable in monthly interest-only

payments from March 1, 2026 until February 1, 2029 (the “Interest-Only Payment Period”). After the expiration of the

Interest-Only Payment Period, beginning on March 1, 2029, the Term Loans will be repayable in 24 equal monthly payments of principal and

accrued interest until maturity. Alternatively, if the Borrowers achieve a trailing twelve-month consolidated net revenue of at least

$75.0 million, the Term Loans will be repayable in monthly interest-only payments from March 1, 2026 until February 1, 2030 (the “Extended

Interest-Only Payment Period”). After the expiration of the Extended Interest-Only Payment Period, the Term Loans will be repayable

in 12 equal monthly payments of principal and accrued interest until maturity. The additional Term Loans will begin amortizing on the

same date as the existing Term Loans, and all Term Loans will mature on January 31, 2031. Upon an event of default, the interest rate

will increase by 4.00% per annum. In addition, the Borrowers are required to make a final payment of $125,000 with respect to each of

the four $2.5 million tranches funded on the A&R Effective Date and $250,000 with respect to each of the two $5.0 million tranches,

if funded, in each case upon the earliest of repayment in full of the applicable Term Loan, an event of default and demand by Horizon,

or maturity.

At the Borrowers’ option, the Borrowers may prepay all of the

outstanding Term Loans, subject to a prepayment premium equal to (a) 3.0% of the Term Loans being prepaid if the prepayment is made during

the Interest-Only Payment Period or Extended Interest-Only Payment Period, as applicable; (b) 2.0% of the Term Loans being prepaid if

the prepayment occurs within twelve (12) months after the Interest-Only Payment Period or Extended Interest-Only Payment Period, as applicable;

and (c) 1.0% of the Term Loans being prepaid if the prepayment occurs any time thereafter.

In connection with the A&R Loan Agreement, the Borrowers paid

Horizon a commitment fee of $100,000 (against which a $125,000 good faith deposit previously delivered to Horizon was credited,

after first being applied to Horizon’s expenses) and will pay a commitment fee equal to 1.00% of the principal amount of each

of the two future $5.0 million tranches, if funded. Pelthos will also issue to Horizon, on the A&R Effective Date, warrants to

purchase 37,292 shares of Pelthos Common Stock at an exercise price of $16.09 per share with respect to the additional Term Loans

funded on such date and will issue additional warrants upon the funding of any further tranches. The warrants previously issued to

Horizon remain outstanding in accordance with their terms.

Under the A&R Loan Agreement, Horizon consented to the formation

of Merger Sub and Merger Sub II, the execution and performance of the Merger Agreement and the consummation of the Mergers, the cancellation

of the Bridge Notes in exchange for a credit against the purchase price in the PIPE Financing, and the payment of the Castle Creek payoff

amounts and transaction costs described above, provided that the Mergers are consummated no later than March 31, 2027 (or such later date

as Horizon may agree). No later than the closing date of the Mergers, Castle Creek Biosciences, LLC, a wholly owned subsidiary of Castle

Creek, will join the A&R Loan Agreement as a co-borrower and grant Horizon a first priority security interest (subject to permitted

liens) in substantially all of its assets, Pelthos will pledge the equity of Merger Sub II, and the parties will enter into an amended

and restated intercreditor agreement with Ligand with respect to Castle Creek’s existing royalty financing arrangement. The covenants

under the A&R Loan Agreement were also modified to permit the indebtedness, liens, investments and payments contemplated by the Transactions,

including Castle Creek’s existing royalty financing with Ligand and the Milestone Payments, Contingent Shares and PRV Interest payable

under the Merger Agreement, except that no cash Milestone Payment may be paid while certain specified events of default exist or would

result therefrom. The Borrowers may not amend or waive the Merger Agreement in any manner materially adverse to Horizon without Horizon’s

consent, and failure to comply with the Merger-related covenants constitutes an event of default under the A&R Loan Agreement.

The foregoing description of the A&R Loan Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the A&R Loan Agreement, which is filed herewith as

Exhibit 10.6 and is incorporated by reference herein.

Amendment and Waiver to Senior Secured Convertible Notes

On October 30, 2026, concurrently with the execution of the Merger

Agreement, Pelthos entered into a First Amendment and Waiver to Senior Secured Convertible Notes (each, a “Notes Amendment”

and collectively, the “Notes Amendments”) with each of certain holders of Pelthos’s

Senior Secured Convertible Notes dated November 6, 2025 (the “Convertible Notes”), issued pursuant to a securities

purchase agreement dated as of November 6, 2025, in order to permit the Transactions, including the related financing transactions, and

to make certain other changes to the terms of the Convertible Notes. The Notes Amendments are identical in form and became effective upon

their execution by holders representing at least 65% of the aggregate principal amount of the Convertible Notes then outstanding (the

“Required Holders”). Pursuant to the terms of the Convertible Notes, an amendment or waiver approved by the Required

Holders is binding upon all existing and future holders of the Convertible Notes.

The Notes Amendments, among other things, (i) amended the

definition of “Permitted Senior Indebtedness” in the Convertible Notes to increase the amount permitted for credit

facilities with one or more financial institutions from $50.0 million to $80.0 million and (ii) made certain other modifications to

the definition of “Change of Control” and the provisions relating to Pelthos’s failure to timely deliver shares of

common stock upon conversion. In addition, pursuant to the Notes Amendments, the Required Holders waived certain covenants in connection with the Transactions,

including the covenants with respect to change of control, transactions with affiliates, indebtedness, Liens and restriction

on transfers of assets, and consented to the consummation of the Transactions.

The foregoing description of the Notes Amendments does not purport

to be complete and is qualified in its entirety by reference to the full text of the form of Notes Amendment, which is filed herewith

as Exhibit 10.7 and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated into this Item

2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The securities to be sold to the PIPE Investors, the Option Buyer and

any Other Bridge Buyers will not be registered under the Securities Act, and will be issued and sold in reliance on the exemption from

registration requirements thereof provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder

as a transaction by an issuer not involving a public offering. The shares of Pelthos Common Stock to be issued in the First Merger are

expected to be registered under the Securities Act pursuant to the Form S-4. The disclosure set forth above in Item 1.01 of this Current

Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated herein

by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to CEO Employment Agreement

On October 30, 2026, Pelthos and Scott Plesha, its Chief Executive

Officer, entered into a Second Amendment to his Executive Employment Agreement dated as of July 1, 2025, as amended (the “Plesha

Amendment”). The Plesha Amendment expands Mr. Plesha’s severance benefits by providing for a prorated annual bonus based on

actual performance, for the year in which Mr. Plesha’s employment terminates.

The foregoing description is qualified in its entirety by reference

to the full text of the agreement, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

On October 28, 2026, the Compensation Committee of the Board approved

an increase to Mr. Plesha’s annual base salary from $500,000 to $550,000 and approved an increase to his target annual bonus opportunity

from 50% of base salary to 60% of base salary.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On October 30, 2026, following the Board’s approval of an

amendment (the “Amendment”) to the Certificate of Designation of Rights and Preferences of Series A Convertible

Preferred Stock (the “Series A Certificate of Designation”), the Company’s stockholders and the Required

Holders (as defined in the Series A Certificate of Designation) approved the Amendment. The Amendment will make certain

modifications to the provisions relating to Pelthos’ failure to timely deliver shares of common stock upon conversion of the

Series A Preferred Stock, and to the Company’s obligations upon the occurrence of a fundamental transaction.

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

and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.2 to this Current Report

on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The disclosure set forth above in the paragraph titled “Stockholder

Approval of Transaction” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

Item 7.01. Regulation FD Disclosure.

On October 30, 2026, Pelthos issued a press release announcing the

execution of the Merger Agreement and the Securities Purchase Agreement. The press release is filed as Exhibit 99.1 to this Current Report

on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release

is not incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger, dated as of October 30, 2026, by and among Pelthos Therapeutics Inc., Credit Card Merger Sub, Inc., Credit Card Merger Sub II, LLC, Castle Creek Biosciences, Inc., and Paragon Biosciences, LLC.

3.1

Form of Certificate of Designation of Series B Convertible Preferred Stock of Pelthos Therapeutics Inc., to be filed with the Secretary of State of the State of Nevada.

3.2

Form of Amendment to Certificate of Designation of Series A Convertible Preferred Stock of Pelthos Therapeutics Inc., to be

filed with the Secretary of State of the State of Nevada.

4.1

Form of Warrant issued pursuant to Venture Loan and Security Agreement

dated as of January 13, 2026, by and among Pelthos Therapeutics Inc., LNHC, Inc., Channel Therapeutics Corporation and Horizon Technology

Finance Corporation (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on January 14,

2026).

4.2

Form of PIPE Warrant.

10.1

Securities Purchase Agreement, dated as of October 30, 2026, by and

among Pelthos Therapeutics Inc. and each of the investors party thereto.

10.2

Form of Support Agreement, by and among Pelthos Therapeutics Inc., Castle Creek Biosciences, Inc. and certain stockholders of Castle Creek Biosciences, Inc.

10.3

Form of Lock-Up Agreement (certain securityholders of Castle Creek Biosciences, Inc.)

10.4

Form of Lock-Up Agreement (PIPE Financing Investors)

10.5

Form of Registration Rights Agreement.

10.6

Amended and Restated Venture Loan and Security Agreement, dated as of October 30, 2026, by and among Pelthos Therapeutics Inc., LNHC, Inc., Channel Pharmaceutical Corporation, Credit Card Merger Sub, Inc., Credit Card Merger Sub II, LLC, Horizon Technology Finance Corporation, as collateral agent, and the lenders party thereto from time to time.

10.7

Form of First Amendment and Waiver to Senior Secured Convertible Notes, by and between Pelthos Therapeutics Inc. and the holder party thereto.

10.8

Second Amendment to Executive Employment Agreement, dated as of October 30, 2026, between Pelthos Therapeutics Inc. and Scott Plesha.

99.1

Press Release, dated October 30, 2026.

104

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

Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act, for any exhibits or schedules so furnished.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the exhibits attached hereto contain

forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning

Pelthos, Castle Creek, the combined company, the Transactions, and other matters. These forward-looking statements include, but are not

limited to, statements regarding the proposed transaction involving Pelthos and Castle Creek. Forward-looking statements generally include

statements that are speculative in nature and depend upon or refer to future events or conditions, and include words such as “may,”

“will,” “should,” “would,” “could,” “might,” “expect,” “anticipate,”

“plan,” “likely,” “believe,” “estimate,” “project,” “intend,”

“seek,” “target,” “potential,” “predict,” “forecast,” “continue,”

and other similar expressions or the negative or plural of these words, or other similar expressions that are speculative or indicate

future events or prospects. Statements that are not historical facts are forward-looking statements. Forward-looking statements include,

but are not limited to, expectations regarding the proposed transaction; the potential benefits of the proposed transaction, including

the sufficiency of the combined company’s capital resources; the expected timing of the closing of the proposed transaction; statements

regarding the potential achievement of, and expectations regarding, Castle Creek’s and Pelthos’s programs, including the potential

achievement of any milestone; receipt of FDA approval of D-Fi; issuance of any Contingent Shares in connection with the mergers or receipt

of any priority review voucher; the continued listing of Pelthos on the NYSE American; and the anticipated benefits of the proposed transaction

and the combined company’s opportunities, strategy and plans following the proposed transaction. Forward-looking statements are

based on current beliefs and assumptions of management that are subject to risks and uncertainties and are not guarantees of future performance.

Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including,

without limitation:

· the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction;

· the risk that Pelthos may be unable to obtain governmental and regulatory approvals and clearances required for the mergers, or required

governmental and regulatory approvals and clearances may delay the proposed transaction or result in the imposition of conditions that

could cause the parties to abandon the proposed transaction;

· risks related to disruption of management time from ongoing business operations due to the proposed transaction;

· the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Pelthos Common

Stock;

· the risk of any unexpected costs or expenses resulting from the proposed transaction;

· the risk of any litigation relating to the proposed transaction;

· the risk that the proposed transaction and the related announcement could have an adverse effect on the ability of Pelthos and/or

Castle Creek to retain and hire key personnel;

· the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company

not operating as effectively and efficiently as expected;

· the risk that the combined company may be unable to achieve the anticipated benefits of the proposed transaction or it may take longer

than expected to achieve those benefits and other important factors that could cause actual results to differ materially from those projected;

· the limited operating history of each company and their significant net losses incurred since inception;

· the need to raise additional capital to finance operations;

· uncertainties related to commercialization or market acceptance of FDA-approved products;

· the ability to advance product candidates through preclinical and clinical development;

· the ability to obtain regulatory approval for, and ultimately commercialize, the combined company’s product candidates;

· the outcome of early clinical trials for product candidates, including the ability of those trials to satisfy relevant governmental

or regulatory requirements;

· the ability of Pelthos, Castle Creek and the combined company to protect their respective intellectual property and proprietary technologies;

· reliance on third parties, contract manufacturers, and contract research organizations;

· the risk that the concurrent private financing is not consummated;

· the risk that the conditions to the closing of the proposed transaction are not satisfied in a timely manner or at all;

· product liability lawsuits, which could cause Pelthos to incur substantial liabilities and limit commercialization of any products

that Pelthos may develop;

· current and future healthcare reform legislation or regulation, which may increase the difficulty and cost for Pelthos to commercialize

products, may adversely affect the prices Pelthos may obtain and may have a negative impact on Pelthos’s business and results of

operations;

· delays or disruptions in the supply chain and manufacturing of Pelthos’s products;

· the seasonal nature of Pelthos’s business;

· the effects of inflation or trade tariffs; and

· market, economic and other conditions, Pelthos’s current liquidity position, Pelthos’s ability to continue as a going

concern, to maintain the listing of Pelthos Common Stock on the NYSE American, to manage costs and execute on its operational and budget

plans, and to achieve its financial goals.

The foregoing review of important factors that could cause

actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that

are included herein and elsewhere, including the risk factors included in Pelthos’s most recent Annual Report on Form 10-K, Quarterly

Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. In light of these risks, uncertainties and assumptions, the events

described in the forward-looking statements might not occur or might occur to a different extent or at a different time than described.

Pelthos and Castle Creek can give no assurance that the conditions to the proposed transaction will be satisfied. You are cautioned not

to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent written and oral forward-looking

statements concerning the matters addressed herein and attributable to Pelthos, Castle Creek or any person acting on their behalf are

expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except as required by applicable law,

Pelthos and Castle Creek undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking

statements, whether as a result of new information, future events or otherwise.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K is not intended to be, and shall not

constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any jurisdiction. No offering of securities shall be made, except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, Pelthos intends to file

relevant materials with the SEC, including a registration statement on Form S-4 that will include an information statement and that will

also constitute a prospectus of Pelthos. Pelthos may also file other relevant documents with the SEC regarding the proposed transaction.

This document is not a substitute for the information statement/prospectus, registration statement or any other document that Pelthos

may file with the SEC. The definitive information statement/prospectus (when available) will be mailed to stockholders of Pelthos. INVESTORS

AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED

WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN

THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT PELTHOS, CASTLE CREEK

AND THE PROPOSED TRANSACTION.

Investors and stockholders will be able to obtain free copies of the

information statement/prospectus and other documents filed by Pelthos with the SEC (when they become available) through the website maintained

by the SEC at www.sec.gov. Copies of the information statement/prospectus (when available) and other documents filed with the SEC by Pelthos

may be obtained free of charge on Pelthos’s website at https://ir.pelthos.com/sec-filings/all-sec-filings or, alternatively,

by contacting Pelthos at (919)-908-2400 or in writing at Pelthos, 4020 Stirrup Creek Drive, Suite 110, Durham, NC 27703. Investors

and stockholders are urged to read the information statement/prospectus and the other relevant materials when they become available because

they contain important information about the proposed transaction.

SIGNATURES

Pursuant to the requirements of the Securities

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

Date: October 30, 2026

Pelthos Therapeutics Inc.

By:

/s/ John M. Gay

Name:

John M. Gay

Title:

Chief Financial Officer, Treasurer and Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2628523d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

PELTHOS THERAPEUTICS INC.,

CREDIT CARD MERGER SUB, INC.,

CREDIT CARD MERGER SUB II, LLC,

CASTLE CREEK BIOSCIENCES, INC.,

and

PARAGON BIOSCIENCES, LLC

as the Securityholder Representative

Dated as of October 30, 2026

TABLE OF CONTENTS

Page

Article I. THE MERGERS

1.1

The First Merger; Initial Effective Time

1.2

The Second Merger; Second Effective Time

1.3

Closing

1.4

Effects of the First Merger

1.5

Effects of the Second Merger

1.6

Directors and Officers of the Surviving Corporation and the Surviving Company

1.7

Public Company Matters

1.8

Tax Treatment

Article II. CONVERSION OF SECURITIES

2.1

Conversion of Capital Stock; Treatment of Merger Partner Options, Merger Partner Warrants and Bridge Notes

2.2

Exchange of Certificates

2.3

Dissenting Shares

Article III. REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER

3.1

Organization, Standing and Power

3.2

Capitalization

3.3

Subsidiaries

3.4

Authority; No Conflict; Required Filings and Consents

3.5

Financial Statements; Information Provided

3.6

No Undisclosed Liabilities

3.7

Absence of Certain Changes or Events

3.8

Taxes

3.9

Owned and Leased Real Properties

3.10

Intellectual Property

3.11

Contracts

3.12

Litigation

3.13

Environmental Matters

3.14

Employee Benefit Plans

3.15

Compliance With Laws

3.16

Permits and Regulatory Matters

3.17

Employees

3.18

Insurance

3.19

Brokers; Fees and Expenses

3.20

Certain Business Relationships with Affiliates

3.21

Controls and Procedures, Certifications and Other Matters

3.22

Books and Records

3.23

Ownership of Public Company Common Stock

3.24

IT; Privacy and Data Protection

3.25

Post-Closing Payment Obligations

3.26

No Other Representations or Warranties

Article IV. REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY AND THE MERGER SUBS

4.1

Organization, Standing and Power

4.2

Capitalization

4.3

Subsidiaries

4.4

Authority; No Conflict; Required Filings and Consents

4.5

SEC Filings; Financial Statements; Information Provided

4.6

No Undisclosed Liabilities

4.7

Absence of Certain Changes or Events

4.8

Taxes

4.9

Owned and Leased Real Properties

4.10

Intellectual Property

4.11

Contracts

4.12

Litigation

4.13

Environmental Matters

4.14

Compliance With Laws

4.15

Permits and Regulatory Matters

4.16

Insurance

4.17

Employee Benefit Plans

4.18

Employees

4.19

Opinion of Financial Advisor

4.20

Valid Issuance

4.21

“Combinations with Interested Stockholders” Statutes

4.22

Brokers; Fees and Expenses

4.23

Operations of Merger Subs

4.24

Certain Business Relationships with Affiliates

4.25

Controls and Procedures, Certifications and Other Matters

4.26

IT; Privacy and Data Protection

4.27

No Shell Company Status

4.28

No Other Representations or Warranties

Article V. CONDUCT OF BUSINESS

5.1

Covenants of Merger Partner

5.2

Covenants of Public Company

5.3

Confidentiality

Article VI. ADDITIONAL AGREEMENTS

6.1

No Solicitation

6.2

NYSE American Listing

6.3

Access to Information

6.4

Public Company Stockholder Approval; Form S-4 and Information Statement; Merger Partner Stockholder Approval; Merger Partner Information Statement

6.5

Legal Conditions to Mergers

6.6

Public Disclosure

6.7

[Reserved]

6.8

D&O Indemnification

6.9

Notification of Certain Matters

6.10

Employee Matters

6.11

State Takeover Laws

6.12

Security Holder Litigation

6.13

Section 16 Matters

6.14

Delivery of Closing Merger Partner Merger Shares Allocation Schedule

6.15

Merger Partner Financials

6.16

Obligations of Merger Subs

6.17

Acknowledgment; Waiver of Conflicts; Retention of Privilege

6.18

Termination of Certain Contracts

6.19

Transition Services Agreement

Article VII. CONDITIONS TO MERGERS

7.1

Conditions to Each Party’s Obligation to Effect the Mergers

7.2

Additional Conditions to the Obligations of Public Company and Merger Subs

7.3

Additional Conditions to the Obligations of Merger Partner

Article VIII. TERMINATION AND AMENDMENT

8.1

Termination

8.2

Effect of Termination

8.3

Fees and Expenses

Article IX. CONTINGENT CONSIDERATION

9.1

Contingent Cash Consideration

9.2

Contingent Share Consideration

9.3

PRV Request and PRV Sale Transaction

9.4

Disputes

9.5

Post-Closing Obligations and Efforts

9.6

Acknowledgments

9.7

Designation of Permitted Alternative Payee

9.8

Adjustments to Contingent Consideration

Article X. SURVIVAL AND INDEMNIFICATION

10.1

Survival of Representations, Warranties and Agreements

10.2

Indemnification by Participating Securityholders

10.3

Indemnification by Public Company

10.4

Indemnification Claims

10.5

Limitations

10.6

Exclusive Remedy

10.7

Determination of Losses

10.8

Right to Indemnification Not Affected by Knowledge

10.9

Deposit of Escrow Shares

10.10

Reduction of Escrow Shares

10.11

Set-Off Rights

10.12

Release of Escrow Shares

10.13

Equitable Adjustments to Escrow Shares

10.14

Merger Partner Merger Share Adjustment

iii

Article XI. MISCELLANEOUS

11.1

Notices

11.2

Entire Agreement

11.3

Amendment

11.4

Extension; Waiver

11.5

Procedure for Termination, Amendment, Extension or Waiver

11.6

Assignment

11.7

Severability

11.8

Changes of Control; Successor Assumption Covenant

11.9

Counterparts and Signature

11.10

Interpretation

11.11

Governing Law

11.12

Remedies

11.13

Submission to Jurisdiction

11.14

WAIVER OF JURY TRIAL

11.15

No Third-Party Beneficiaries

11.16

Disclosure Schedule

11.17

Securityholder Representative

11.18

Certain Defined Terms

Exhibit A

Form of Lock-Up Agreement – Participating Securityholders

Exhibit B

Form of Merger Partner Stockholder Support Agreement

Exhibit C

Form of Securities Purchase Agreement

Exhibit D

Form of Surviving Corporation Certificate of Incorporation

Exhibit E

Form of Amended and Restated Limited Liability Company Agreement of the Surviving Company

Exhibit F

Form of Letter of Transmittal

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF

MERGER (this “Agreement”), dated as of October 30, 2026, is entered into by and among Pelthos Therapeutics

Inc., a Nevada corporation (“Public Company”), Credit Card Merger Sub, Inc., a Delaware corporation and a wholly-owned

Subsidiary of Public Company (“Merger Sub”), Credit Card Merger Sub II, LLC, a Delaware limited liability company

and a wholly-owned Subsidiary of Public Company (“Merger Sub II” and, together with Merger Sub, the “Merger

Subs”), Castle Creek Biosciences, Inc., a Delaware corporation (“Merger Partner”), and Paragon Biosciences,

LLC, a Delaware limited liability company, as the Securityholder Representative (the “Securityholder Representative”).

WHEREAS, the board of directors

of Public Company (the “Public Company Board”), including all of the disinterested members thereof, and the board

of directors of Merger Partner (the “Merger Partner Board”) have each (i) determined that the transactions

contemplated by this Agreement, including the Mergers (as defined below), are fair to, and in the best interests of, their respective

corporations and stockholders, (ii) approved and declared advisable this Agreement, the Mergers and the actions contemplated by

this Agreement, and (iii) determined to recommend that the stockholders of their respective corporations vote to approve such matters

as are contemplated by this Agreement, including, in the case of Merger Partner, the adoption of this Agreement and, in the case of Public

Company, the approval of the issuance of shares of Public Company Common Stock pursuant to this Agreement and the Concurrent Financing

(as defined below), in each case pursuant to Sections 710-713 of the NYSE American LLC Company Guide (the “Share Issuances”);

WHEREAS,

the combination of Public Company and Merger Partner shall be effected through (i) a merger (the “First Merger”)

of Merger Sub with and into Merger Partner in accordance with the terms of this Agreement and the General Corporation Law of the State

of Delaware (the “DGCL”), as a result of which Merger Partner will become a wholly-owned Subsidiary of Public Company,

and (ii) immediately following the First Merger, a merger (the “Second Merger” and, together with the First Merger,

the “Mergers”) of Merger Partner, as the surviving corporation of the First Merger, with and into Merger Sub II in

accordance with the terms of this Agreement, the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”),

as a result of which Merger Sub II will continue as the surviving company in the Second Merger and will remain a wholly-owned Subsidiary

of Public Company;

WHEREAS, concurrently with

the execution and delivery of this Agreement and as a condition and inducement to Public Company’s willingness to enter into this

Agreement, the stockholders of Merger Partner set forth on Section A of the Merger Partner Disclosure Schedule are executing

support agreements in favor of Public Company, substantially in the form attached hereto as Exhibit B, pursuant to which

such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of Merger Partner Capital

Stock in favor of the adoption of this Agreement;

WHEREAS, concurrently with

the execution and delivery of this Agreement, certain investors are executing, and following the date of this Agreement, certain investors

may execute, a securities purchase agreement, substantially in the form attached hereto as Exhibit C (the “Securities

Purchase Agreement”), representing an aggregate commitment of not less than $57,500,000.00, pursuant to which such investors

agree to purchase the number of shares of Public Company Series B Preferred Stock or Public Company Common Stock, as applicable,

as set forth therein immediately prior to the Initial Effective Time (the “Concurrent Financing”);

WHEREAS, concurrently with

the execution and delivery of this Agreement and following the date of this Agreement, Merger Partner has issued and will issue to certain

investors convertible promissory notes in an aggregate principal amount of up to $8,500,000.00, in the form agreed between Public Company

and Merger Partner (the “Bridge Notes” and such issuance, the “Bridge Financing”), the principal

amount of which shall, effective as of the Closing, be credited against such investors’ subscription amounts under the Securities

Purchase Agreement; and

WHEREAS, for U.S. federal

income tax purposes, Public Company, Merger Partner and the Merger Subs intend that (i) the Mergers, taken together, qualify as

a “reorganization” within the meaning of Section 368(a) of the Code and are consistent with IRS Rev. Rul. 2001-46

(the “Intended Tax Treatment”) and (ii) this Agreement will constitute a “plan of reorganization”

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

NOW, THEREFORE, in consideration

of the foregoing and the respective representations, warranties, covenants and agreements set forth below, Public Company, Merger Sub,

Merger Sub II, Merger Partner and the Securityholder Representative, intending to be legally bound hereby, agree as follows:

Article I.

THE MERGERS

1.1            The

First Merger; Initial Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date

the parties hereto will cause the First Merger to be consummated by executing and filing a certificate of merger, in a form mutually

acceptable to Public Company and Merger Partner, with the Secretary of State of the State of Delaware (the “First Certificate

of Merger”) in accordance with the relevant provisions of the DGCL. The First Merger shall become effective upon the filing

of the First Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date as Public

Company and Merger Partner shall agree and specify in the First Certificate of Merger (the “Initial Effective Time”).

1.2            The

Second Merger; Second Effective Time. Immediately following the Initial Effective Time, upon the terms and subject to the conditions

set forth in this Agreement, Public Company, Merger Sub II and Merger Partner (as the Surviving Corporation) will cause the Second Merger

to be consummated by executing and filing a certificate of merger, in a form mutually acceptable to Public Company and Merger Partner,

with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLLCA (the “Second

Certificate of Merger”). The Second Merger shall become effective upon the filing of the Second Certificate of Merger with

the Secretary of State of the State of Delaware, or at such subsequent time or date as Public Company and Merger Partner shall agree

and specify in the Second Certificate of Merger (the “Second Effective Time”).

1.3            Closing.

Subject to the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII, the closing

of the Mergers (the “Closing”) will take place by remote exchange of electronic documents by the parties hereto at

(a) 10:00 a.m., Eastern time, on a Business Day to be specified by Public Company and Merger Partner, which shall be no later than

the second (2nd) Business Day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VII

(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent

permitted by Law) waiver of such conditions) or (b) such other time, date and place as Public Company and Merger Partner may mutually

agree in writing. For the purposes of this Agreement, the term “Closing Date” means the date on which the Closing

actually takes place.

1.4            Effects

of the First Merger. At the Initial Effective Time, (i) Merger Sub shall be merged with and into Merger Partner (Merger Partner

as the surviving corporation following the First Merger is sometimes referred to herein as the “Surviving Corporation”)

and the separate existence of Merger Sub shall cease and (ii) the certificate of incorporation of Merger Partner as in effect as

of immediately prior to the Initial Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit D,

and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided

therein and in accordance with the applicable provisions of the DGCL. In addition, the bylaws of Merger Sub, as in effect immediately

prior to the Initial Effective Time, shall become the bylaws of the Surviving Corporation, except that all references to Merger Sub’s

name shall be automatically amended and shall become references to the Surviving Corporation’s name, and such bylaws shall be the

bylaws of the Surviving Corporation until thereafter amended as provided therein and in accordance with the applicable provisions of

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

1.5            Effects

of the Second Merger. At the Second Effective Time, (i) the Surviving Corporation shall be merged with and into Merger Sub II

(Merger Sub II as the surviving company following the Second Merger is sometimes referred to herein as the “Surviving Company”)

and the separate existence of the Surviving Corporation shall cease, (ii) the certificate of formation of Merger Sub II as in effect

immediately prior to the Second Effective Time shall become the certificate of formation of the Surviving Company until thereafter amended

as provided therein and in accordance with the applicable provisions of the DLLCA, and (iii) the limited liability company agreement

of Merger Sub II as in effect immediately prior to the Second Effective Time shall be amended and restated in its entirety to read as

set forth on Exhibit E, and, as so amended and restated, shall become the limited liability company agreement of the Surviving

Company until thereafter amended as provided therein and in accordance with the applicable provisions of the DLLCA and as provided in

such limited liability company agreement; provided that the name of the Surviving Company shall be such name as is reasonably

determined by Public Company. The Second Merger shall have the effects set forth in this Agreement and the applicable provisions of the

DGCL and the DLLCA.

1.6            Directors

and Officers of the Surviving Corporation and the Surviving Company.

(a)            The

individuals named on Section 1.6(a) of the Merger Partner Disclosure Schedule shall be and constitute all of the

directors of the Surviving Corporation as of the Initial Effective Time, each to hold office until his or her respective successor has

been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the certificate

of incorporation and bylaws of the Surviving Corporation.

(b)            The

individuals named on Section 1.6(b) of the Merger Partner Disclosure Schedule (or such other executive officers

of Merger Partner designated by Merger Partner prior to the Initial Effective Time) shall be and constitute all of the officers of the

Surviving Corporation as of the Initial Effective Time, each to hold office until his or her respective successor has been duly elected

or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the certificate of incorporation

and bylaws of the Surviving Corporation.

and after the Second Effective Time, Public Company shall be the sole member of the Surviving Company, and the managers and officers

of Merger Sub II immediately prior to the Second Effective Time shall be the managers and officers of the Surviving Company, each to

hold office until his or her respective successor has been duly appointed and qualified or until his or her earlier death, resignation

or removal in accordance with the limited liability company agreement of the Surviving Company.

1.7            Public

Company Matters.

(a)            Board

of Directors. Public Company shall take such actions as may be reasonably necessary so that, immediately after the Initial Effective

Time, the number of directors that comprise the full Public Company Board shall be ten, consisting of the eight members of the Public

Company Board as of the Closing and two directors designated by Merger Partner on or before the Closing Date (the “Merger

Partner Designees”), each to hold office until his or her respective successor has been duly elected or appointed and qualified

or until his or her earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of Public Company

and applicable Nevada law. If any Merger Partner Designee is unable or unwilling to serve as a director of Public Company, Merger Partner

shall designate another Merger Partner Designee.

(b)            Series B

Certificate of Designation. Public Company shall, immediately prior to the Concurrent Financing, file the Certificate of Designation

of Series B Convertible Preferred Stock of Public Company, substantially in the form attached to the Securities Purchase Agreement

(the “Series B Certificate of Designation”), with the Nevada Secretary of State, which shall provide for the

authorization of a new series of convertible preferred stock of Public Company designated as Series B Convertible Preferred Stock,

par value $0.0001 per share (the “Public Company Series B Preferred Stock”).

1.8            Tax

Treatment.

(a)            The

parties hereto shall treat the Mergers in accordance with the Intended Tax Treatment and shall not take any position contrary thereto

(including on any Tax Return or in the conduct of any Tax audit or proceeding), except as may be required pursuant to a “determination”

under Section 1313 of the Code or as a result of the Mergers no longer qualifying for the Intended Tax Treatment solely attributable

to (i) the provisions of Section 9.8(e) or (ii) any recovery with respect to Fraud or Consideration Matters

pursuant to the indemnity set forth in Article X. The parties hereto acknowledge and agree that neither Public Company nor

Merger Partner shall be required to seek or obtain a tax opinion with respect to the qualification of the Mergers for the Intended Tax

Treatment, and that neither Public Company nor Merger Partner is making any representation or warranty to the parties hereto or to any

of the direct or indirect equityholders of Merger Partner or any other Person regarding whether the Mergers qualify for the Intended

Tax Treatment.

(b)            The

parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections

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

Article II.

CONVERSION OF SECURITIES

2.1            Conversion

of Capital Stock; Treatment of Merger Partner Options, Merger Partner Warrants and Bridge Notes.

(a)            Conversion

of Merger Partner Common Stock. As of the Initial Effective Time, by virtue of the First Merger and without any action on the part

of the holder of any shares of Merger Partner Capital Stock, Merger Partner or Public Company, subject to Section 2.2 and

Section 2.3, each share of Merger Partner Common Stock, other than shares to be cancelled in accordance with Section 2.1(c) and

any Dissenting Shares, issued and outstanding immediately prior to the Initial Effective Time shall be automatically converted into the

right to receive (i) a number of shares of Public Company Common Stock equal to such share’s Allocable Share of the Merger

Partner Merger Shares (including any Escrow Shares released pursuant to Section 10.12), and (ii) such share’s

Allocable Share of any Contingent Shares, Milestone Payments, PRV Interest and other payments required to be issued or paid pursuant

to Article IX. As of the Initial Effective Time, all such shares of Merger Partner Common Stock shall cease to be outstanding

and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or non-certificated book entry representing

any such shares of Merger Partner Common Stock shall cease to have any rights with respect thereto, except the right to receive the consideration

set forth in this Section 2.1(a).

(b)            Conversion

of Merger Partner Preferred Stock. As of the Initial Effective Time, by virtue of the First Merger and without any action on the

part of the holder of any shares of Merger Partner Capital Stock, Merger Partner or Public Company, subject to Section 2.2

and Section 2.3, each share of Merger Partner Preferred Stock, other than shares to be cancelled in accordance with Section 2.1(c) and

any Dissenting Shares, issued and outstanding immediately prior to the Initial Effective Time shall be automatically converted into the

right to receive (i) a number of shares of Public Company Common Stock equal to such share’s Allocable Share of the Merger

Partner Merger Shares (including any Escrow Shares released pursuant to Section 10.12), and (ii) such share’s

Allocable Share of any Contingent Shares, Milestone Payments, PRV Interest and other payments required to be issued or paid pursuant

to Article IX. As of the Initial Effective Time, all such shares of Merger Partner Preferred Stock shall cease to be outstanding

and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or non-certificated book entry representing

any such shares of Merger Partner Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the

consideration set forth in this Section 2.1(b).

of Treasury Stock. As of the Initial Effective Time, by virtue of the First Merger and without any action on the part of the holder

of any shares of Merger Partner Capital Stock, Merger Partner or Public Company, all shares of Merger Partner Capital Stock that are

held in treasury immediately prior to the Initial Effective Time automatically shall be cancelled and shall cease to exist without any

conversion thereof and no stock of Public Company or other consideration shall be delivered in exchange therefor.

(d)            Termination

of Merger Partner Options. Prior to the Initial Effective Time, Merger Partner shall take such actions (including obtaining any necessary

determinations or resolutions of the board of directors of Merger Partner or a committee thereof) as may be required to effectuate the

termination and cancellation of the Merger Partner Equity Plan and the Merger Partner Options effective as of immediately prior to the

Initial Effective Time and to ensure that from and after the Initial Effective Time, neither Public Company nor the Surviving Corporation

will have any Liability with respect thereto, including any requirement to deliver shares of Merger Partner Capital Stock or any consideration

into which shares of Merger Partner Capital Stock are converted pursuant to Section 2.1(a) and Section 2.1(b),

in each case, to any Person pursuant to or in settlement of the Merger Partner Options. Without limiting the foregoing, prior to the

Initial Effective Time, Merger Partner shall use commercially reasonable efforts to obtain from each holder of Merger Partner Options

a fully effective and irrevocable option cancellation agreement including a release of claims in a form reasonably acceptable to Merger

Partner (which form shall be subject to the review and consent of Public Company, not to be unreasonably withheld, conditioned, or delayed).

(e)            Treatment

of Merger Partner Warrants. Immediately prior to the Initial Effective Time, each Merger Partner Warrant that has not previously

been exercised as to all of the Merger Partner Warrants subject thereto shall be treated in accordance with its terms. To the extent

that any Merger Partner Warrants are exercised or deemed exercised on a net issuance basis in accordance with such Merger Partner Warrant

Agreement, effective as of immediately prior to the Initial Effective Time, each share of Merger Partner Preferred Stock so issued shall

be deemed issued and outstanding as of immediately prior to the Initial Effective Time and treated as an issued and outstanding share

of Merger Partner Preferred Stock in accordance with Section 2.1(b). Each Merger Partner Warrant Agreement shall be automatically

terminated in accordance with its terms immediately prior to the Initial Effective Time.

(f)            Treatment

of Bridge Notes. Immediately prior to the Initial Effective Time, each Bridge Note that is outstanding shall be treated in accordance

with its terms, and the outstanding amount thereof shall be credited against the applicable holder’s subscription amount under

the Securities Purchase Agreement.

(g)            Capital

Stock of Merger Sub. As of the Initial Effective Time, by virtue of the First Merger and without any action on the part of the holder

of any shares of Merger Partner Capital Stock or any shares of capital stock of Merger Sub, each share of the common stock, $0.001 par

value per share, of Merger Sub issued and outstanding immediately prior to the Initial Effective Time shall be converted into and become

one (1) fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation, which shall

constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Initial Effective Time.

(h)            Capitalization

of Merger Sub II. As of the Second Effective Time, by virtue of the Second Merger and without any action on the part of the holder

of any shares of capital stock of the Surviving Corporation or any limited liability company interests of Merger Sub II:

(i)            each

share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be automatically

cancelled and shall cease to exist without any conversion thereof, and no consideration shall be delivered in exchange therefor; and

(ii)            each

limited liability company interest of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain

outstanding and, immediately following the Second Effective Time, shall constitute the only outstanding limited liability company interests

of the Surviving Company, and Public Company shall remain the sole member of the Surviving Company.

(i)            Treatment

of Public Company Equity Awards. As of the Closing, each Public Company Stock Option, Public Company RSU Award and Public Company

PSU Award, whether vested or unvested, that is issued and outstanding immediately prior to the Closing shall continue to remain an issued

and outstanding Public Company Stock Option, Public Company RSU Award or Public Company PSU Award, as applicable, and continue to be

subject to the same terms and conditions as of immediately prior to the Closing, as set forth in the applicable Public Company Stock

Plan and applicable award agreement.

(j)            Equitable

Adjustments. In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities

convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to

the Merger Partner Capital Stock, Public Company Common Stock or Public Company Preferred Stock occurring after the date hereof and prior

to the Initial Effective Time, all references herein to specified numbers of shares of any class or series affected thereby, and all

calculations provided for that are based upon numbers of shares of any class or series (or prices therefor) affected thereby, shall be

equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to

such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like

change. Nothing in this Section 2.1(j) shall be construed to permit Merger Partner, Public Company or any Subsidiary

of Public Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

2.2            Exchange

of Certificates. The procedures for exchanging outstanding shares of Merger Partner Capital Stock for Public Company Common Stock

pursuant to the First Merger are as follows:

(a)            Exchange

Agent. At the Initial Effective Time, Public Company shall deposit with Nevada Agency and Transfer Company (the “Exchange

Agent”), for the benefit of the holders of shares of Merger Partner Capital Stock, for exchange in accordance with this Section 2.2,

through the Exchange Agent, non-certificated book entries representing the shares of Public Company Common Stock issuable pursuant to

Section 2.1 (as adjusted pursuant to Section 2.1(j), if applicable) in exchange for outstanding shares of Merger

Partner Capital Stock (such shares of Public Company Common Stock being hereinafter referred to as the “Exchange Fund”).

The agreement pursuant to which Public Company shall appoint the Exchange Agent (the “Exchange Agent Agreement”) shall

be subject to review and comment by, and in form and substance reasonably satisfactory to, Merger Partner. If following the Closing Public

Company desires to replace the Exchange Agent or appoint an additional agent to perform any of the duties designated to be handled by

the Exchange Agent pursuant to this Agreement, Public Company shall notify the Securityholder Representative. The agreement pursuant

to which such replacement or additional agent shall be appointed to serve as Exchange Agent shall be subject to review and comment by,

and in form and substance reasonably satisfactory to, the Securityholder Representative.

(b)            Payment

Procedures.

(i)            Prior

to the Initial Effective Time, Public Company shall instruct the Exchange Agent to deliver to each Participating Securityholder a letter

of transmittal in the form attached hereto as Exhibit F (the “Letter of Transmittal”), pursuant to which

each Participating Securityholder will make standard representations and warranties and agree to the provisions hereof, and which shall

(1) include instructions for effecting the surrender of certificates evidencing shares of Merger Partner Capital Stock (each, a

“Certificate”); and (2) specify that delivery shall be effected, and risk of loss and title to the Certificates

shall pass, only upon delivery of the Certificates to the Exchange Agent.

(ii)            Upon

surrender by a Participating Securityholder of a duly executed and properly completed Letter of Transmittal, the Exchange Agent shall,

no later than the later of (1) the Closing Date and (2) three (3) Business Days after receipt of such Letter of Transmittal,

cause such Participating Securityholder to be issued the shares of Public Company Common Stock to which such Participating Securityholder

is entitled pursuant to Section 2.1 (as adjusted pursuant to Section 2.1(j), if applicable).

(iii)            If

any portion of the consideration pursuant to Section 2.1 is to be issued or paid to a Person other than the Person in whose

name the surrendered Certificate is registered, in addition to any other condition to such payment contained in the Letter of Transmittal,

it shall be a condition to such payment that (1) such Certificate shall be properly endorsed or otherwise in proper form for transfer,

and (2) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such

payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange

Agent that such Tax has been paid or is not payable.

Fractional Shares. No certificate or scrip representing fractional shares of Public Company Common Stock shall be issued, and such

fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Public Company. For

purposes of this Section 2.2(c), all fractional shares to which a single Participating Securityholder would be entitled shall

be aggregated and calculations shall be rounded to three decimal places. Any fractional share of Public Company Common Stock a Participating

Securityholder would otherwise be entitled to receive shall be rounded up to the nearest whole share, and no cash or other consideration

shall be paid for any such fractional share.

(d)            No

Further Ownership Rights in Merger Partner Capital Stock. All shares of Public Company Common Stock issued in accordance with the

terms hereof (including any dividends or other distributions paid) shall be deemed to have been issued (and paid) in full satisfaction

of all rights pertaining to such shares of Merger Partner Capital Stock, and from and after the Initial Effective Time there shall be

no further registration of transfers on the stock transfer books of the Surviving Corporation or the books and records of the Surviving

Company of the shares of Merger Partner Capital Stock that were outstanding immediately prior to the Initial Effective Time.

(e)            Lost

Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person

claiming such Certificate to be lost, stolen or destroyed, and, if required by Public Company, upon the delivery by such Person of an

indemnity agreement in such form as Public Company may reasonably direct (including pursuant to the Letter of Transmittal) against any

claim that may be made against it with respect to such Certificate, the Exchange Agent shall deliver in exchange for such lost, stolen

or destroyed Certificate the amounts issuable or payable with respect to the applicable shares of Merger Partner Capital Stock formerly

represented thereby in accordance with Section 2.1.

(f)            Termination

of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Merger Partner Capital Stock for

one (1) year after the Initial Effective Time shall be delivered to Public Company, upon demand, and any holder of Merger Partner

Capital Stock immediately prior to the Initial Effective Time who has not previously complied with this Section 2.2 shall

thereafter look only to Public Company, as a general unsecured creditor, for payment of its claim for Public Company Common Stock and

any dividends or distributions with respect to Public Company Common Stock.

(g)            No

Liability. To the extent permitted by applicable Law, none of Public Company, Merger Sub, Merger Sub II, Merger Partner, the Surviving

Corporation, the Surviving Company or the Exchange Agent shall be liable to any holder of shares of Merger Partner Capital Stock or Public

Company Common Stock, as the case may be, for such shares or any cash amounts required to be delivered to a public official pursuant

to any applicable abandoned property, escheat or similar Law.

(h)            Withholding

Rights. Each of the Exchange Agent, Public Company, the Surviving Corporation and the Surviving Company shall be entitled to deduct

and withhold (or cause the Exchange Agent to deduct and withhold) from the amounts otherwise payable pursuant to, or contemplated by,

this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any

other applicable provision of Law. The applicable withholding agent shall use commercially reasonable efforts to provide prior notice

to Merger Partner of its intent to deduct or withhold Taxes on payments to Participating Securityholders and shall reasonably cooperate

with Merger Partner and such Participating Securityholder in obtaining any available exemption or reduction of such withholding. Any

amounts deducted or withheld under this Section 2.2(h) shall be (i) timely paid over to the appropriate Governmental

Entity and (ii) treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction

and withholding was made.

2.3            Dissenting

Shares. Notwithstanding anything in this Agreement to the contrary, shares of Merger Partner Capital Stock outstanding immediately

prior to the Initial Effective Time and held by holders who (x) are entitled to demand appraisal rights under Section 262 of

the DGCL, (y) have properly exercised and perfected their respective appraisal rights in the time and manner provided in Section 262

of the DGCL and (z) as of the Initial Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal

and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the consideration

set forth in Section 2.1(a) or 2.1(b), as applicable, but instead shall be entitled to only such payment as shall

be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect

or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL or if a court of competent

jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such holder’s

shares of Merger Partner Capital Stock shall be deemed to have been converted as of the Initial Effective Time into the right to receive

the consideration set forth in Section 2.1(a) or 2.1(b), as applicable (without interest thereon and less any

amounts entitled to be deducted or withheld pursuant to Section 2.2(h)), and such shares of Merger Partner Capital Stock

shall no longer be Dissenting Shares. Merger Partner shall provide each applicable holder of Merger Partner Capital Stock with the notice

contemplated by Section 262(d)(2) of the DGCL in accordance with Section 6.4(d). Merger Partner shall give prompt

written notice to Public Company of any written demands received by Merger Partner for appraisal of any shares of Merger Partner Capital

Stock, withdrawals of such demands, and any other instruments received by Merger Partner from holders of Merger Partner Capital Stock

relating to rights of appraisal, and Public Company shall have the right to participate in all negotiations and proceedings with respect

to such demands. Merger Partner shall not, without the prior written consent of Public Company, make any voluntary payment with respect

to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Initial Effective Time, Public

Company shall not, except with the prior written consent of Merger Partner, require Merger Partner to make any payment with respect to

any demands for appraisal or offer to settle or settle any such demands.

Article III.

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER

Except as set forth herein

or in the disclosure schedule delivered or made available by Merger Partner to Public Company and Merger Subs on the date of this Agreement

(the “Merger Partner Disclosure Schedule”), Merger Partner represents and warrants to Public Company and the Merger

Subs as follows:

3.1            Organization,

Standing and Power. Merger Partner is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its organization, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry

on its business as currently conducted, and is duly qualified to do business and is in good standing (to the extent applicable in such

jurisdiction), under the Laws of all jurisdictions in which the character of the properties it owns, operates or leases or the nature

of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing, individually or

in the aggregate, that have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect. Merger Partner

has made available to Public Company complete and accurate copies of its Organizational Documents, and copies of any amendments thereto,

existing as of the date of this Agreement, and is not in material default under or in violation of any provision of any such Organizational

Documents.

3.2            Capitalization.

(a)            As

of the date of this Agreement, the authorized capital stock of Merger Partner consists of 4,292,427 shares of Merger Partner Capital

Stock. The rights and privileges of each class of Merger Partner’s capital stock are as set forth in Merger Partner’s certificate

of incorporation. As of the date of this Agreement, (i) 2,188,700 shares of Merger Partner Common Stock are authorized, of which

8,550 shares are issued and outstanding and (ii) 2,103,727 shares of Merger Partner Preferred Stock are authorized, (A) 50,000

of which have been designated as Merger Partner Series A-1 Preferred Stock, all of which are issued and outstanding, (B) 600,000

of which have been designated as Merger Partner Series A-2 Preferred Stock, all of which are issued and outstanding, (C) 151,600

of which have been designated as Merger Partner Series A-3 Preferred Stock, all of which are issued and outstanding, (D) 145,455

of which have been designated as Merger Partner Series A-4 Preferred Stock, all of which are issued and outstanding, (E) 304

of which have been designated as Merger Partner Series A-5 Preferred Stock, all of which are issued and outstanding, (F) 160,000

of which have been designated as Merger Partner Series A-6 Preferred Stock, all of which are issued and outstanding, (G) 174,334

of which have been designated as Merger Partner Series B Preferred Stock, all of which are issued and outstanding, (H) 184,534

of which have been designated as Merger Partner Series C Preferred Stock, 134,539 of which are issued and outstanding, (I) 40,000

of which have been designated as Merger Partner Series C-1 Preferred Stock, 19,425 of which are issued and outstanding, (J) 372,500

of which have been designated as Merger Partner Series D-1 Preferred Stock, 352,736 of which are issued and outstanding, and (K) 225,000

of which have been designated as Merger Partner Series D-2 Preferred Stock, 214,708 of which are issued and outstanding, and (iii) 0

shares of Merger Partner Capital Stock are held in the treasury of Merger Partner. As of the date of this Agreement, Merger Partner has

reserved 106,627 shares of Merger Partner Common Stock for issuance to employees, non-employee directors and consultants pursuant to

the Merger Partner Equity Plan, of which 20,176 shares are subject to outstanding and unexercised Merger Partner Options and 86,451 shares

remain available for issuance thereunder.

(b)            Section 3.2(b) of

the Merger Partner Disclosure Schedule sets forth, as of the date of this Agreement, a true, correct and complete list of each outstanding

Merger Partner Option and value appreciation right award related to Merger Partner Common Stock granted by Merger Partner under the Merger

Partner Equity Plan (“Merger Partner VAR”), including (i) the name of the holder of such award, (ii) the

type of award, (iii) the number of shares of Merger Partner Common Stock subject to such award, (iv) the exercise price per

share, (v) the date of grant, (vi) the expiration date, (vii) the applicable vesting schedule, including any acceleration

provisions, and the number of vested and unvested shares, and (viii) whether the Merger Partner Option is intended to be an “incentive

stock option” (as defined in the Code) or a non-qualified stock option. Merger Partner has made available to Public Company accurate

and complete copies of the following: (A) the Merger Partner Equity Plan, (B) the standard form of agreement evidencing Merger

Partner Options, and (C) each agreement evidencing a Merger Partner Option or Merger Partner VAR that does not conform in all material

respects to the standard form agreement. Each Merger Partner Option has an exercise price that is no less than the fair market value

of the underlying shares on the date of grant, as determined in accordance with Section 409A of the Code.

(i) as set forth in this Section 3.2 and (ii) as set forth on Section 3.2(c) of the Merger

Partner Disclosure Schedule, as of the date of this Agreement, (A) there are no equity securities of any class of Merger Partner,

or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (B) there

are no options, warrants, equity securities, stock appreciation, phantom stock, profit participation, calls, rights, commitments or agreements

of any character to which Merger Partner is a party or by which Merger Partner is bound obligating Merger Partner to issue, exchange,

transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other

equity interests of Merger Partner or any security or rights convertible into or exchangeable or exercisable for any such shares or other

equity interests, or obligating Merger Partner to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any

such option, warrant, equity security, call, right, commitment or agreement. Merger Partner is not a party to or bound by any, and to

the knowledge of Merger Partner, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies)

or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of

Merger Partner. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean

any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act of

1933, as amended (the “Securities Act”). Except as contemplated by this Agreement or described in this Section 3.2(c),

there are no registration rights to which Merger Partner is a party or by which it is bound with respect to any equity security of any

class of Merger Partner.

(d)            All

outstanding shares of Merger Partner Capital Stock are duly authorized, validly issued, fully paid and nonassessable and not subject

to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar

right under any provision of the DGCL, Merger Partner’s Organizational Documents or any agreement to which Merger Partner is a

party or is otherwise bound. There are no obligations, contingent or otherwise, of Merger Partner to repurchase, redeem or otherwise

acquire any shares of Merger Partner Capital Stock. All outstanding shares of Merger Partner Capital Stock have been offered, issued

and sold by Merger Partner in compliance with all applicable federal and state securities Laws.

3.3            Subsidiaries.

(a)            The

name of Merger Partner’s sole subsidiary (the “Merger Partner Subsidiary”) is set forth on Section 3.3(a) of

the Merger Partner Disclosure Schedule. The Merger Partner Subsidiary is an entity duly organized, validly existing and in good standing

under the Laws of the jurisdiction of its organization, has all requisite corporate power and authority to own, lease and operate its

properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing

(to the extent applicable in such jurisdiction), under the Laws of all jurisdictions in which the character of the properties it owns,

operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or

in good standing, individually or in the aggregate, that have not had, and are not reasonably likely to have, a Merger Partner Material

Adverse Effect. All of the outstanding shares of capital stock and other equity securities or interests of the Merger Partner Subsidiary

are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares are owned, of record

and beneficially, by Merger Partner or another of its Subsidiaries free and clear of all Liens, claims, pledges, agreements or limitations

on Merger Partner’s voting rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments

to which Merger Partner or the Merger Partner Subsidiary is a party or which are binding on any of them providing for the issuance, disposition

or acquisition of any capital stock of the Merger Partner Subsidiary. There are no outstanding stock appreciation, phantom stock or similar

rights with respect to the Merger Partner Subsidiary. There are no voting trusts, proxies or other agreements or understandings with

respect to the voting of any capital stock of the Merger Partner Subsidiary.

(b)            Neither

Merger Partner nor the Merger Partner Subsidiary controls directly or indirectly or has any direct or indirect Equity Interests, profit

sharing or similar interest of any nature in any other Person. Except as set forth on Section 3.3(b) of the Merger Partner

Disclosure Schedule, Merger Partner is not and has not otherwise been, directly or indirectly, a party to, member of or participant in

any partnership, joint venture or similar business entity. Merger Partner has not agreed and is not obligated to make, or is bound by

any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Person. Merger

Partner has not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations

of, any general partnership, limited partnership or other Person.

3.4            Authority;

No Conflict; Required Filings and Consents.

(a)            Merger

Partner has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement

(the “Merger Partner Stockholder Approvals”) by Merger Partner’s stockholders under the DGCL and the certificate

of incorporation of Merger Partner, to consummate the transactions contemplated by this Agreement. Without limiting the generality of

the foregoing, the Merger Partner Board, at a duly called meeting at which all directors were present, by unanimous vote or by unanimous

written consent (i) determined that the First Merger is fair to, and in the best interests of, Merger Partner and its stockholders,

(ii) approved this Agreement, the First Merger and the actions contemplated by this Agreement in accordance with the provisions

of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Merger Partner

vote to adopt this Agreement and thereby approve the First Merger and such other actions as contemplated hereby. The execution and delivery

of this Agreement and the consummation of the transactions contemplated by this Agreement by Merger Partner have been duly authorized

by all necessary corporate action on the part of Merger Partner, subject only to the receipt of the Merger Partner Stockholder Approvals.

This Agreement has been duly executed and delivered by Merger Partner and, assuming the due execution and delivery of this Agreement

by Public Company, the Merger Subs and the Securityholder Representative, constitutes the valid and binding obligation of Merger Partner,

enforceable against Merger Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles

(the “Bankruptcy and Equity Exception”).

(b)            The

execution and delivery of this Agreement by Merger Partner does not, and the consummation by Merger Partner of the transactions contemplated

by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Organizational Documents

of Merger Partner or the Merger Partner Subsidiary, (ii) conflict with, or result in any material violation or breach of, or constitute

(with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of

any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require

the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of

any nature (“Liens”) on Merger Partner’s or the Merger Partner Subsidiary’s assets (including Merger Partner

Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 3.11(a) of

the Merger Partner Disclosure Schedule, or (iii) subject to obtaining the Merger Partner Stockholder Approvals and compliance with

the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit,

concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Merger

Partner or the Merger Partner Subsidiary or any of their respective properties or assets, except in the case of clauses (ii) and

(iii) of this Section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a

Merger Partner Material Adverse Effect.

consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational

tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental

Entity”) is required by or with respect to Merger Partner or the Merger Partner Subsidiary in connection with the execution

and delivery of this Agreement by Merger Partner or the consummation by Merger Partner of the transactions contemplated by this Agreement,

except for (i) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of

State and appropriate corresponding documents with the appropriate authorities of other states in which Merger Partner is qualified as

a foreign corporation to transact business, (ii) the filing of the Form S-4 with the U.S. Securities and Exchange Commission

(the “SEC”) in accordance with the Securities Act, (iii) the filing of the Information Statement with the SEC

in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) such consents,

approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws

and the Laws of any foreign country, and (v) such other consents, declarations, authorizations, orders, filings, approvals and registrations

that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Merger Partner Material

Adverse Effect.

(d)            The

affirmative vote in favor of the adoption of this Agreement and approval of the First Merger by the holders of at least a majority

of the outstanding shares of Merger Partner Capital Stock on an as-converted to common stock basis (the “Requisite Merger

Partner Stockholder Approval”), is the only vote of the holders of any class or series of Merger Partner’s capital

stock or other securities necessary for the adoption of this Agreement by Merger Partner and for the consummation by Merger Partner

of the other transactions contemplated by this Agreement. There are no bonds, debentures, notes or other indebtedness of Merger

Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on

which stockholders of Merger Partner may vote.

3.5            Financial

Statements; Information Provided.

(a)            Merger

Partner has made available to Public Company correct and complete copies of the Financial Statements. The Financial Statements (i) were

prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent

basis throughout the periods covered thereby (except as may be indicated in the notes to such Financial Statements) and (ii) fairly

present in all material respects the consolidated financial position of Merger Partner and the Merger Partner Subsidiary as of the dates

thereof, except that the unaudited interim Financial Statements are subject to normal year-end adjustments that are not expected to be

material in amount. For purposes of this Agreement, “Financial Statements” means (A) the audited consolidated

balance sheet as of December 31, 2025 and the related audited consolidated statements of income, changes in stockholders’

equity and cash flows of Merger Partner and the Merger Partner Subsidiary for the year then ended, together with all related notes and

schedules thereto, and (B) the unaudited consolidated balance sheet as of September 30, 2026 (the “Most Recent Balance

Sheet” and such date, the “Most Recent Balance Sheet Date”), and the related unaudited consolidated statements

of income, changes in stockholders’ equity and cash flows of Merger Partner for the period then ended, together with all related

notes and schedules thereto. The books of account and other financial records of Merger Partner and the Merger Partner Subsidiary are

true and complete in all material respects.

(b)            The

information to be supplied by or on behalf of Merger Partner for inclusion or incorporation by reference in the Information Statement,

shall not, on the date the Information Statement and any amendments or supplements thereto are first filed with the SEC and at the time

it is first mailed to stockholders of Public Company, or at any time thereafter up to and including the Initial Effective Time, contain

any untrue statement that, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect

to any material fact, or omit to state any material fact necessary in order to make the statements made in the Information Statement

not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect

to the Requisite Public Company Stockholder Approvals that has become false or misleading.

the Merger Partner Disclosure Schedule sets forth all Indebtedness of Merger Partner and its Subsidiaries as of the date hereof,

and except as set forth in Section 3.5(c) of the Merger Partner Disclosure Schedule, the execution and delivery of this

Agreement by Merger Partner and the consummation by Merger Partner of the transactions contemplated by this Agreement will not result

in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of

termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under,

constitute a change in control under, or otherwise accelerate amounts payable or increase the amounts outstanding in respect of such

Indebtedness.

3.6            No

Undisclosed Liabilities. Neither Merger Partner nor the Merger Partner Subsidiary has any material Liability, except for (i) Liabilities

shown on the Most Recent Balance Sheet, (ii) Liabilities of a type required to be shown on the Most Recent Balance Sheet that have

arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business (and which have not resulted from a breach of contract,

breach of warranty, tort, infringement or violation of Law), (iii) Liabilities for Transaction Expenses incurred in connection with

the transactions contemplated by this Agreement, or (iv) Liabilities which would not have a Merger Partner Material Adverse Effect.

3.7            Absence

of Certain Changes or Events. During the period beginning on the Most Recent Balance Sheet Date and ending on the date hereof, each

of Merger Partner and the Merger Partner Subsidiary has conducted its business only in the Ordinary Course of Business and, since such

date, except as otherwise set forth on Section 3.7 of the Merger Partner Disclosure Schedule, there has not been (a) any

change, event, circumstance, development or effect that, individually or in the aggregate, has had, or is reasonably expected to have,

a Merger Partner Material Adverse Effect, or (b) any other action or event that would have required the consent of Public Company

pursuant to Section 5.1 had such action or event occurred after the date of this Agreement.

3.8            Taxes.

(a)            All

material Tax Returns required to be filed by or with respect to Merger Partner or the Merger Partner Subsidiary have been properly and

timely filed, and all such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by

Merger Partner or the Merger Partner Subsidiary (whether or not shown on any Tax Return) have been timely paid.

(b)            Neither

Merger Partner nor the Merger Partner Subsidiary is, nor has it ever been, a member of an affiliated group with which it has filed (or

been required to file) consolidated, combined, unitary or similar U.S. federal Tax Returns, other than a group of which the common parent

is Merger Partner. Neither Merger Partner nor the Merger Partner Subsidiary is party to any Tax indemnity, Tax sharing, Tax allocation

or similar agreement, other than customary commercial Contracts not primarily related to Taxes. Neither Merger Partner nor the Merger

Partner Subsidiary has any material Liability for Taxes of another Person (other than Merger Partner or the Merger Partner Subsidiary)

under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of state, local or non-U.S. Law), as a transferee

or successor, or otherwise by operation of Law.

material Taxes that Merger Partner and the Merger Partner Subsidiary were required by Law to withhold or collect have been duly withheld

or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity.

(d)            No

examination or audit of any Tax Return of Merger Partner or the Merger Partner Subsidiary by any Governmental Entity is currently in

progress or, to the knowledge of Merger Partner, has been threatened by any Governmental Entity. No deficiencies for material Taxes of

Merger Partner or any Merger Partner Subsidiary have been claimed, proposed or assessed by any Governmental Entity in writing that remain

unresolved. No Governmental Entity in a jurisdiction in which Merger Partner or the Merger Partner Subsidiary does not file a particular

type of Tax Return or pay a particular type of Tax has made a written claim that Merger Partner or the Merger Partner Subsidiary is or

may be required to file such Tax Returns or is or may be required to be subject to such Tax in such jurisdiction, which claim remains

unresolved. Neither Merger Partner nor the Merger Partner Subsidiary has (i) waived any statute of limitations with respect to material

Taxes or agreed to extend the period for assessment or collection of any material Taxes (other than any automatic extension granted in

the Ordinary Course of Business and consistent with past custom and practice of Merger Partner or the Merger Partner Subsidiary), which

waiver or extension is still in effect, or (ii) requested any extension of time within which to file any material Tax Return (other

than any extension granted in the Ordinary Course of Business and consistent with past custom and practice of Merger Partner or the Merger

Partner Subsidiary).

(e)            Neither

Merger Partner nor the Merger Partner Subsidiary has made any payment or provided any benefit that has resulted in, and neither the execution

and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with additional

or subsequent events, including any termination of employment or service), will result in, any payment or provide any benefit that may

be treated as an “excess parachute payment” under Section 280G of the Code (without regard to Sections 280G(b)(4) and

280G(b)(5) of the Code).

(f)            Merger

Partner is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States

real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(g)            Merger

Partner has not distributed to its stockholders or security holders stock or securities of a controlled corporation, nor has stock or

securities of Merger Partner been distributed, in a transaction to which Section 355 of the Code applies in the prior two (2) years.

(h)            There

are no Liens with respect to Taxes upon any of the assets or properties of Merger Partner or the Merger Partner Subsidiary, other than

Permitted Liens.

(i)            Neither

Merger Partner nor the Merger Partner Subsidiary will be required to include any material item of income in, or exclude any material

item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) adjustments

under Section 481 of the Code (or any similar adjustments under any provision of corresponding U.S. state, local, or non-U.S. Law)

or use of an improper method of accounting, in each case, for a taxable period (or portion thereof) ending on or prior to the Closing

Date, (ii) installment sale or other open transaction disposition made prior to the Closing Date outside the Ordinary Course of

Business, (iii) closing agreement within the meaning of Section 7121 of the Code (or any similar or analogous agreement entered

into under corresponding U.S. state, local, or non-U.S. Law) or (iv) prepaid amount or deferred revenue received prior to the

Closing Date outside the Ordinary Course of Business.

(j)            Neither

Merger Partner nor the Merger Partner Subsidiary has participated in any “listed transaction” as defined in Treasury Regulations

Section 1.6011-4(b)(2).

(k)            Neither

Merger Partner nor the Merger Partner Subsidiary is a party to any joint venture, partnership, or other arrangement that is classified

as a partnership for U.S. federal income Tax purposes. Merger Partner is and has since the date of its formation been classified as an

association taxable as a corporation for U.S. federal income Tax purposes. Section 3.8(k) of the Merger Partner Disclosure

Schedule sets forth the Tax classification of the Merger Partner Subsidiary.

(l)            None

of the Merger Partner Capital Stock is subject to a “substantial risk of forfeiture” within the meaning of Section 83

of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law). Each Person who was issued stock

in Merger Partner in connection with the performance of services that was subject to a “substantial risk of forfeiture” within

the meaning of Section 83 of the Code made a timely election with respect to such stock pursuant to Section 83(b) of the

Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(m)            Neither

Merger Partner nor the Merger Partner Subsidiary is subject to income Tax in any country other than its country of incorporation, organization

or formation by virtue of having employees, a permanent establishment or other fixed place of business in that country.

3.9            Owned

and Leased Real Properties.

(a)            Neither

Merger Partner nor the Merger Partner Subsidiary owns nor has it ever owned any real property.

(b)            Section 3.9(b) of

the Merger Partner Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased or licensed

by Merger Partner or the Merger Partner Subsidiary as of the date of this Agreement (collectively, the “Merger Partner Leases”)

and the location of the premises of such real property. Neither Merger Partner, the Merger Partner Subsidiary nor, to the knowledge of

Merger Partner, any other party is in breach or default and no event has occurred, is pending or, to the knowledge of Merger Partner,

is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default under

any of the Merger Partner Leases, except where the existence of such breaches or defaults, individually or in the aggregate, has not

had, and is not reasonably likely to result in, a Merger Partner Material Adverse Effect. Merger Partner does not lease, sublease or

license any real property to any Person other than Merger Partner. Merger Partner has made available to Public Company complete and accurate

copies of all Merger Partner Leases.

3.10         Intellectual

Property.

(a)            Section 3.10(a) of

the Merger Partner Disclosure Schedule sets forth a complete and accurate list of all Merger Partner Registrations, in each case

enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration

issued, date of filing or issuance, and names of all current applicant(s) and registered owner(s), as applicable, except that, for

any Merger Partner Registrations that are Internet domain names or social media accounts and identifiers, such enumeration shall be the

applicable account name or number, the domain registrar or social media company and the registered owner(s). All assignments of Merger

Partner Registrations to Merger Partner or the Merger Partner Subsidiary have been properly executed and recorded, and all issuance,

renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of Merger

Partner or the Merger Partner Subsidiary. To the knowledge of Merger Partner, all Merger Partner Registrations are valid and enforceable.

(b)            There

are no inventorship challenges, inter partes proceedings, opposition or nullity proceedings or interferences declared, commenced

or provoked, or, to the knowledge of Merger Partner, threatened, with respect to any Patent Rights included in the Merger Partner Registrations.

None of the Patent Rights included in the Merger Partner Registrations have been abandoned. Merger Partner and the Merger Partner Subsidiary

have materially complied with their respective duties of candor and disclosure to the United States Patent and Trademark Office and any

relevant foreign patent office with respect to all patent and Trademark applications filed by or on behalf of Merger Partner and have

made no material misrepresentation in such applications. Merger Partner has no knowledge of any information that would preclude Merger

Partner or the Merger Partner Subsidiary from having clear title to the Merger Partner Registrations included in the Merger Partner Owned

Intellectual Property.

Partner or the Merger Partner Subsidiary, as applicable, is the sole and exclusive owner of all Merger Partner Owned Intellectual Property,

free and clear of any Liens, other than any joint owners of the Merger Partner Owned Intellectual Property that are listed in Section 3.10(c) of

the Merger Partner Disclosure Schedule, and Merger Partner and the Merger Partner Subsidiary have the valid and sufficient right to use

all other Intellectual Property used in or reasonably necessary for the operation of their respective businesses as currently conducted

and proposed to be conducted. None of the Merger Partner Intellectual Property is subject to any orders, decrees or injunctions.

(d)            To

the knowledge of Merger Partner, the Patent Rights included in the Merger Partner Owned Intellectual Property contain one or more claims

that cover the composition of matter, method of use or method of manufacture of each Company Product.

(e)            Merger

Partner or the Merger Partner Subsidiary, as applicable, has taken reasonable measures to protect the proprietary nature of each item

of Merger Partner Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising

a part thereof. To Merger Partner’s knowledge, there has been no unauthorized disclosure of any trade secrets or confidential information

(including any third party proprietary or confidential information) in the possession, custody or control of Merger Partner or the Merger

Partner Subsidiary.

(f)            To

the knowledge of Merger Partner, the operations of Merger Partner and the Merger Partner Subsidiary as currently conducted do not infringe,

misappropriate or otherwise violate and have not during the three (3) years prior to the date hereof infringed, misappropriated

or otherwise violated the Intellectual Property of any individual or entity. To Merger Partner’s knowledge, no individual or entity

has infringed, misappropriated or otherwise violated the Merger Partner Owned Intellectual Property or any rights under the Merger Partner

Intellectual Property that are exclusively licensed to Merger Partner or the Merger Partner Subsidiary, and neither Merger Partner nor

the Merger Partner Subsidiary has filed or threatened in writing any claims alleging that a third party or Worker has infringed, misappropriated

or otherwise violated any Merger Partner Intellectual Property. No individual or entity has filed or, to the knowledge of Merger Partner,

threatened any claims alleging that Merger Partner or the Merger Partner Subsidiary has infringed, misappropriated or otherwise violated

any individual’s or entity’s Intellectual Property nor has Merger Partner or the Merger Partner Subsidiary received any written

notification that a license under any other individual’s or entity’s Intellectual Property is or may be required.

(g)            Merger

Partner has made available to Public Company copies of all material written complaints, claims, notices or threats, and disclosed to

Public Company all material non-written complaints, claims, notices or threats, in each case, concerning the infringement, violation

or other misappropriation of any Merger Partner Intellectual Property.

(h)            Section 3.10(h) of

the Merger Partner Disclosure Schedule identifies (i) each Contract pursuant to which Merger Partner or the Merger Partner

Subsidiary has granted rights to any Merger Partner Licensed Intellectual Property, and (ii) each Contract pursuant to which Merger

Partner or the Merger Partner Subsidiary has granted any joint ownership interest or contingent right in or to any item of Merger Partner

Owned Intellectual Property, in each case of clauses (i) and (ii), other than Excluded Contracts.

(i)            Section 3.10(i) of

the Merger Partner Disclosure Schedule identifies (i) each Contract pursuant to which Merger Partner or the Merger Partner

Subsidiary has obtained any rights to any Merger Partner Licensed Intellectual Property and (ii) each Contract pursuant to which

Merger Partner or the Merger Partner Subsidiary has obtained any joint or sole ownership interest or contingent right in or to any item

of Merger Partner Owned Intellectual Property, in each case of clauses (i) and (ii), other than Excluded Contracts.

(j)            To

the knowledge of Merger Partner, no past or present Worker of Merger Partner or the Merger Partner Subsidiary is in material default

under or breach of any term of any employment Contract, non-disclosure Contract, assignment of invention Contract or similar Contract

between such Worker and Merger Partner or the Merger Partner Subsidiary, as applicable, relating to the protection, ownership, development,

use, assignment or transfer of Merger Partner Intellectual Property. To the extent that any Merger Partner Owned Intellectual Property

has been conceived, reduced to practice, authored, developed or created for Merger Partner or the Merger Partner Subsidiary by any individual

while a Worker, Merger Partner or the Merger Partner Subsidiary, as applicable, has obtained the entire and unencumbered right, title

and interest therein and thereto by operation of Law or by valid written assignment.

(k)            The

execution and delivery of this Agreement by Merger Partner does not, and the consummation by Merger Partner of the transactions contemplated

by this Agreement shall not, result in (i) a material breach of or default under any agreement governing any Merger Partner Intellectual

Property, (ii) the grant or transfer to any third party of any new license or other interest under, the abandonment, assignment

to any third party, or modification or loss of any right with respect to, any Merger Partner Intellectual Property in any material respect,

(iii) the grant or transfer to any third party of any license or other interest under, or any covenant not to sue in respect of,

any Public Company Intellectual Property, or (iv) Merger Partner, the Merger Partner Subsidiary, Public Company or any of their

respective Affiliates being obligated to pay any penalty or new or increased royalty or fee to any individual or entity under any agreement

governing any Merger Partner Intellectual Property.

(l)            No

funds, facilities, Intellectual Property, personnel or other resources of any Governmental Entity or any university, college, research

institute or other educational institution are being used, or have been used at any time, to create, reduce to practice, or develop Merger

Partner Owned Intellectual Property (or, to the knowledge of Merger Partner, any Merger Partner Licensed Intellectual Property), except

for any such use that does not result in such Governmental Entity or institution obtaining any ownership rights to such Merger Partner

Intellectual Property or the right to receive royalties or other payments for the practice of such Merger Partner Intellectual Property,

including “march in” or co-ownership rights in any Merger Partner Intellectual Property or any claim, option or other right

to any of the foregoing.

(m)            (i) Neither

Merger Partner nor the Merger Partner Subsidiary has incorporated, embedded, linked, or otherwise used any software or other material

that is licensed under any “open source,” “free software,” “copyleft,” or similar license (including

the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution

License, the Eclipse Public License, or any Creative Commons “ShareAlike” license) (collectively, “Open Source Materials”)

into, or in connection with, any product or service of Merger Partner or the Merger Partner Subsidiary in a manner that (A) requires

or conditions the use or distribution of such product or service on the disclosure, licensing, or distribution of any source code of

any Merger Partner Owned Intellectual Property, (B) requires or conditions the use or distribution of such product or service on

the granting to any third party of any rights or immunities under any Merger Partner Owned Intellectual Property (including any Patent

Rights), (C) imposes any restriction on the consideration to be charged for the distribution or licensing of any Merger Partner

Owned Intellectual Property, product, or service, or (D) creates, or purports to create, any obligations for Merger Partner or the

Merger Partner Subsidiary with respect to any Merger Partner Owned Intellectual Property, or grants, or purports to grant, to any third

party any rights or immunities under any Merger Partner Owned Intellectual Property; and (ii) Merger Partner and the Merger Partner

Subsidiary have complied in all material respects with all applicable terms and conditions of all licenses for Open Source Materials

used by or on behalf of Merger Partner or the Merger Partner Subsidiary.

(n)            The conduct of the Merger Partner’s and its Affiliates’ respective businesses, as currently conducted or as proposed to

be conducted (including with respect to the Exploitation of any Covered Product), has not resulted in, and will not result in, any obligation

to pay royalties, milestone payments, license fees or any other amounts under any Contract set forth on Section 3.10(n) of the Merger

Partner Disclosure Schedule.

3.11         Contracts.

(a)            Section 3.11(a) of

the Merger Partner Disclosure Schedule lists the following Contracts of Merger Partner in effect as of the date of this Agreement

(in each case, excluding Excluded Contracts):

(i)            any

Contract (or group of related Contracts) for the purchase or sale of products or for the furnishing or receipt of services (A) which

expressly requires future payments by or to Merger Partner of more than $50,000.00 annually, or (B) in which Merger Partner has

granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any

products or territory, or has agreed to purchase goods or services exclusively from a particular party or has granted a right of first

offer, right of first refusal, or right of first negotiation in favor of any third party;

(ii)            any

Contract under which Merger Partner is prohibited from selling, licensing or otherwise distributing any of its technology or products,

or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time

or any segment of the market or line of business;

(iii)            any

(A) employment Contract with a Merger Partner Key Employee and (B) individual independent contractor or consulting Contract

that involves or could involve payments in excess of $100,000.00 within any twelve (12) month period or is with an individual independent

contractor who has material access to confidential or proprietary information of Merger Partner or the Merger Partner Subsidiary;

(iv)            any

Contract, plan, policy or program providing for retention or stay pay, change in control payments or transaction-based bonuses;

(v)            any

Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(vi)            any

Contract relating to the disposition or acquisition of material assets or any ownership interest in Merger Partner or any of its Subsidiaries,

in each case, involving payments in excess of $50,000.00 in the aggregate;

(vii)            any

settlement Contract or settlement-related Contract (including any Contract in connection with which any employment-related claim is settled)

under which either side has remaining financial obligations;

(viii)            any

dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development

agreement or outsourcing arrangement;

(ix)            any

Contract for the conduct of research studies, pre-clinical or clinical studies, manufacturing, distribution, supply, marketing or co-promotion

of any products in development by, or which has been or which is being marketed, distributed, supported, sold or licensed out, in each

case, by or on behalf of Merger Partner or the Merger Partner Subsidiary;

(x)            except

with respect to Indebtedness between or among Merger Partner and its Subsidiaries, any Contract relating to (A) Indebtedness or

(B) any financial guaranty;

(xi)            any

Contract or commitment with any Person, including any financial advisor, broker, finder, investment banker, attorney or other Person,

providing advisory services or other services for Merger Partner or the Merger Partner Subsidiary in connection with the transactions

contemplated by this Agreement; and

(xii)            any

Contract that involved or would reasonably be expected to result in (A) the grant or transfer to any third party of any new license

or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the

creation of any Lien (excluding a Permitted Lien) on any Merger Partner Intellectual Property, (B) the grant or transfer to any

third party of any license or other interest under, or any covenant not to sue with respect to, any Merger Partner Intellectual Property,

or (C) Merger Partner, Public Company or any of their respective Affiliates being obligated to pay any penalty or new or increased

royalty or fee to any individual or entity under any agreement governing any Merger Partner Intellectual Property.

(b)            Merger

Partner has made available to Public Company a complete and accurate copy of each Contract listed in Sections 3.10(a), 3.10(h),

3.10(i), and 3.11(a) of the Merger Partner Disclosure Schedule. With respect to each Contract so listed or that should

be listed: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Merger Partner, as applicable,

and, to the knowledge of Merger Partner, against each other party thereto, as applicable, subject to the Bankruptcy and Equity Exception;

and (ii) neither Merger Partner, nor, to the knowledge of Merger Partner, any other party, is in material breach or violation of,

or default under, any such Contract, and no event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which,

with or without notice or lapse of time, or both, would constitute a material breach or default by Merger Partner or, to the knowledge

of Merger Partner, any other party under such Contract, except for such breaches, violations or defaults that, individually or in the

aggregate, have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect.

3.12          Litigation.

Except as otherwise set forth on Section 3.12 of the Merger Partner Disclosure Schedule, as of the date of this Agreement,

there is no action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity or before any arbitrator that

is pending or has been threatened in writing against Merger Partner or the Merger Partner Subsidiary that (i) seeks either damages

in excess of $50,000.00 or equitable relief or (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions

contemplated by this Agreement. There are no material judgments, orders or decrees outstanding against Merger Partner or the Merger Partner

Subsidiary.

3.13          Environmental

Matters.

(a)            Except

for such matters that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Merger Partner Material

Adverse Effect: (i) Merger Partner and the Merger Partner Subsidiary have complied in all material respects with all applicable

Environmental Laws; (ii) the properties currently or, to the knowledge of Merger Partner, formerly owned, leased or operated by

Merger Partner and the Merger Partner Subsidiary (including soils, groundwater, surface water, buildings or other structures) are and

were not contaminated with any Hazardous Substances in a manner or amounts that would be reasonably likely to create a material Liability

under any Environmental Law or relating to Hazardous Substances; (iii) neither Merger Partner nor the Merger Partner Subsidiary

has received written notice from any party alleging actual or potential material Liability for any Hazardous Substance disposal or contamination

on the property of any third party; and (iv) neither Merger Partner nor the Merger Partner Subsidiary has released any Hazardous

Substance into the environment in a manner or amounts that would be reasonably likely to create a material Liability under any Environmental

Law or relating to Hazardous Substances.

(b)            As

of the date of this Agreement, neither Merger Partner nor the Merger Partner Subsidiary has received any written notice, demand, letter,

claim or request for information alleging that Merger Partner or any of its Subsidiaries may be in material violation of or have material

Liability or obligations under, any Environmental Law.

Merger Partner nor the Merger Partner Subsidiary is subject to any orders, decrees, injunctions or other arrangements with any Governmental

Entity or is subject to any indemnity or other agreement with any third party relating to any material Liability under any Environmental

Law or relating to Hazardous Substances.

3.14          Employee

Benefit Plans.

(a)            Section 3.14(a) of

the Merger Partner Disclosure Schedule contains a true and complete list of all material Merger Partner Employee Plans. As applicable

with respect to each Merger Partner Employee Plan, Merger Partner has made available to Public Company true and complete copies of (i) the

plan document, including all amendments thereto, and in the case of an unwritten Employee Benefit Plan, a written description of all

material terms thereof, (ii) all related trust instruments or other funding-related documents and insurance contracts, (iii) the

summary plan description and each summary of material modifications thereto, (iv) the financial statements for the three (3) most

recent years for which such financial statements are available (in audited form, if available or required by ERISA) and, where applicable,

annual reports with any Governmental Entity (e.g., Form 5500 and all schedules thereto), (v) the most recent IRS determination

or opinion letter, (vi) written results of any required compliance testing for the three (3) most recent plan years and (vii) all

material, non-routine notices, filings or correspondence during the past three (3) years with any Governmental Entity.

(b)            Each

Merger Partner Employee Plan is and has been established and administered in all material respects in compliance with ERISA, the Code,

the Patient Protection and Affordable Care Act, including the Health Care and Education Reconciliation Act of 2010, as amended and including

any guidance issued thereunder (“ACA”), and all other applicable Laws and the regulations thereunder and in accordance

with its terms, and each of Merger Partner and its Subsidiaries has in all material respects met its obligations with respect to such

Merger Partner Employee Plan. All required contributions to, and premiums payable in respect of, each Merger Partner Employee Plan have

been timely made within the time periods, if any, prescribed by ERISA, the Code or other applicable Law or, to the extent not required

to be made on or before the date of this Agreement, have been properly accrued on Merger Partner’s financial statements in accordance

with GAAP. There is and has in the past three (3) years been no audit, investigation or other proceeding (including any voluntary

correction application) pending against or involving any Merger Partner Employee Plan, and to the knowledge of Merger Partner, no such

audit, investigation or other proceeding is or has in the past three (3) years been threatened.

respect to the Merger Partner Employee Plans, there are no material benefit obligations for which contributions have not been made or

properly accrued and there are no material benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted

in accordance with GAAP, on the financial statements of Merger Partner or the Merger Partner Subsidiary.

(d)            All

Merger Partner Employee Plans that are intended to be qualified under Section 401(a) of the Code have received determination

or opinion letters from the IRS to the effect that such Merger Partner Employee Plans are qualified and the plans and trusts related

thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination

or opinion letter has been revoked and, to the knowledge of Merger Partner, no revocation has been threatened and no event has occurred

that would reasonably be expected to adversely affect the qualified status of any such Merger Partner Employee Plan.

(e)            Neither

Merger Partner nor any of its Subsidiaries nor any of their respective ERISA Affiliates has (i) ever maintained, contributed to,

or had any Liability with respect to an Employee Benefit Plan that is or was a defined benefit pension plan as defined in Sections 3(2) and

3(35) of ERISA or was ever subject to Section 412 or 430 of the Code or Title IV of ERISA or (ii) ever been obligated to contribute

to a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA). No Merger Partner Employee Plan

that is intended to be qualified under Section 401(a) of the Code is funded by, associated with or related to a “voluntary

employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. No Merger Partner Employee

Plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer

welfare arrangement” as defined in Section 3(40) of ERISA.

(f)            No

Merger Partner Employee Plan provides, and neither Merger Partner nor any of its ERISA Affiliates has any obligation to provide, any

post-termination health, disability or life insurance benefits to any individual, except as required by (i) COBRA or similar state

Law or (ii) contractually required subsidies for COBRA coverage during a severance period under an agreement listed on Section 3.14(a) of

the Merger Partner Disclosure Schedule.

(g)            Each

Merger Partner Employee Plan that is a group health plan under Section 733(a)(1) of ERISA has satisfied, in all material respects,

all obligations under COBRA and each applicable state Law relating to continuation of health coverage for participants and beneficiaries

with respect to any qualifying event that has occurred on or before the Closing Date. Neither Merger Partner nor any of the Merger Partner

Employee Plans has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to, any Tax, penalty, assessment,

or other Liability that may be imposed under the ACA or Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code or with respect to

any requirement to timely file ACA information returns with the IRS or provide statements to participants under Section 6056 or

6055 of the Code or state requirements as applicable, or pursuant to Sections 4976 through 4980 of the Code or Title I of ERISA

with respect to any of the Merger Partner Employee Plans. No IRS Letter 226J, 5699, 5698, or IRS Notice 972CG has been issued to or with

respect to Merger Partner or any Merger Partner Employee Plan.

(h)            Except

as contemplated by this Agreement or as set forth on Section 3.14(h) of the Merger Partner Disclosure Schedule, neither

the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction

with additional or subsequent events, including any termination of employment or service), will (i) result in any payment (including

any severance or bonus payment) becoming due to any current or former employee or other individual service provider of Merger Partner

or the Merger Partner Subsidiary, (ii) result in any forgiveness of indebtedness to any current or former employee or other individual

service provider of Merger Partner or the Merger Partner Subsidiary, (iii) increase, or result in an acceleration of the time of

payment or vesting of, the compensation or benefits otherwise due to any current or former employee or other individual service provider

of Merger Partner or the Merger Partner Subsidiary, (iv) trigger any payment or funding of any compensation or benefits under any

Merger Partner Employee Plan, or (v) result in any restriction on the right of Merger Partner, Public Company or any of their respective

Subsidiaries to merge, amend, terminate or transfer any Merger Partner Employee Plan.

(i)            No

Merger Partner Employee Plan provides, and neither Merger Partner nor any of its ERISA Affiliates has any obligation to provide, any

gross-up, indemnification or reimbursement of any Taxes, including, without limitation, Taxes incurred under Section 4999 or 409A

of the Code.

(j)            Each

Merger Partner Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of

the Code) complies and has complied, in all material respects, in form and operation with Section 409A of the Code and all IRS regulations

and other guidance thereunder. No event has occurred that would be treated by Section 409A(b) of the Code as a transfer of

property for purposes of Section 83 of the Code.

(k)            No

Merger Partner Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States.

3.15          Compliance

With Laws. Except as would not reasonably be expected to result in a Merger Partner Material Adverse Effect, Merger Partner and the

Merger Partner Subsidiary have during the three (3) years prior to the date hereof complied with, are not in violation of, and,

as of the date of this Agreement, have not received any written notice from any Governmental Entity alleging any violation with respect

to, any applicable provisions of any Law related to the conduct of their respective business or the ownership or operation of their respective

properties or assets.

3.16          Permits

and Regulatory Matters. Except as would not reasonably be expected to result in a Merger Partner Material Adverse Effect:

(a)            Merger

Partner and the Merger Partner Subsidiary have all required permits, licenses, registrations, authorizations, certificates, orders, approvals,

franchises, variances and other similar rights issued by or obtained from any Governmental Entity (collectively, “Permits”)

necessary to conduct their respective businesses as currently conducted, including all such Permits required by the U.S. Food and Drug

Administration (the “FDA”), such as authorization of an Investigational New Drug application (“IND”),

or by any other federal, state or foreign agencies or bodies engaged in the regulation of pharmaceutical or biological products (together

with the FDA, the “Regulating Authorities”). Section 3.16(a) of the Merger Partner Disclosure Schedule

lists all material Permits, including such Permits relating to environmental matters.

(b)            All

Permits that are necessary for the conduct of the business of Merger Partner and the Merger Partner Subsidiary as currently conducted

(“Merger Partner Authorizations”) are in full force and effect. No Merger Partner Authorization shall cease to be

effective as a result of the consummation of the transactions contemplated by this Agreement. Merger Partner and the Merger Partner Subsidiary

are in compliance with the terms of each such Merger Partner Authorization. All material applications, reports, notices and other documents

required to be filed by Merger Partner and the Merger Partner Subsidiary with any Governmental Entity have been timely filed and are

complete and correct as of the date filed or as amended prior to the date of this Agreement. Neither Merger Partner nor the Merger Partner

Subsidiary nor, to Merger Partner’s knowledge, any officer, director or employee of Merger Partner or the Merger Partner Subsidiary,

or any Affiliate of Merger Partner involved in any application for any Merger Partner Authorization, has been convicted of any crime

or engaged in any conduct that has previously caused or would reasonably be expected to result in (i) disqualification or debarment

by the FDA under 21 U.S.C. Sections 335(a) or (b), or any similar Law of any other Governmental Entity, or (ii) exclusion under

42 U.S.C. Section 1320a-7 or any similar Law of any Governmental Entity. Merger Partner and the Merger Partner Subsidiary: (i) are

and during the three (3) years prior to the date hereof have been in compliance, to the extent applicable, with all Laws applicable

to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale,

offer for sale, storage, import, export or disposal of any pharmaceutical or biological product tested, developed, promoted, marketed,

manufactured or distributed by Merger Partner or the Merger Partner Subsidiary; (ii) have not during the three (3) years prior

to the date hereof received or been subject to any unresolved FDA Form 483s, FDA Notices of Adverse Findings or warning letters,

or any written notice or correspondence from any Governmental Entity alleging or asserting any material noncompliance with any Merger

Partner Authorizations; and (iii) have not during the three (3) years prior to the date hereof received written notice that

any Governmental Entity has taken or is intending to take action to limit, suspend, modify or revoke any Merger Partner Authorizations

and, to the knowledge of Merger Partner, there is no action or proceeding pending or threatened against Merger Partner or the Merger

Partner Subsidiary by any Governmental Entity (including any prosecution, injunction, seizure, civil fine, suspension or recall), in

each case alleging that Merger Partner or the Merger Partner Subsidiary is in material noncompliance with applicable Laws, regulations

or orders implemented by the FDA or any other Governmental Entity exercising comparable authority. Neither Merger Partner nor the Merger

Partner Subsidiary nor, to Merger Partner’s knowledge, any of their respective officers, directors or employees has (A) made

an untrue statement of a material fact or fraudulent statement to any Governmental Entity relating to the Merger Partner Authorizations

or failed to disclose a material fact required to be disclosed to any Governmental Entity relating to the Merger Partner Authorizations;

or (B) committed an act, made a statement, or failed to make a statement that would reasonably be expected to provide a basis for

the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set

forth in 56 Fed. Reg. 46191 (September 10, 1991).

Merger Partner’s knowledge, all studies, tests, preclinical and clinical investigations and trials sponsored or conducted by, or

conducted on behalf of, Merger Partner were and, if still pending, are being conducted in compliance with applicable Laws. Merger Partner

is not aware of any studies, tests or trials the results of which would cause Merger Partner or the Merger Partner Subsidiary to reasonably

believe the results would have a material adverse effect on the studies, tests and trials conducted by or on behalf of Merger Partner

or the Merger Partner Subsidiary, and neither Merger Partner nor the Merger Partner Subsidiary has received during the three (3) years

prior to the date hereof any written notices from any Governmental Entity, institutional review board, independent ethics committee,

data and safety monitoring board, or other oversight body with respect to any clinical or pre-clinical studies or tests, or chemistry,

manufacturing, and control quality issues, requiring the termination, suspension or material modification of any such studies or tests

or chemistry, manufacturing and control activities and, to Merger Partner’s knowledge, there are no facts that would reasonably

be expected to give rise to such an action.

3.17          Employees.

(a)            To

the knowledge of Merger Partner, as of the date of this Agreement, no employee of Merger Partner or Continuing Employee is in material

violation of any term of any non-competition agreement, or any restrictive covenant to a former employer relating to the right of any

such employee to be employed by Merger Partner because of the nature of the business currently conducted by Merger Partner. To the knowledge

of Merger Partner, as of the date of this Agreement, no Merger Partner Key Employee or group of Merger Partner Key Employees or Continuing

Employee has any plans to terminate employment with Merger Partner or following the Closing with Public Company and its Subsidiaries.

(b)            Merger

Partner is not a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with

a labor union or labor organization, nor to the knowledge of Merger Partner, have there been any labor organizing activities with respect

to any employees of Merger Partner. Merger Partner is not, and during the three (3) years prior to the date hereof, has not been,

the subject of any proceeding asserting that Merger Partner has committed an unfair labor practice or seeking to compel it to bargain

with any labor union or labor organization, nor is there or has there been pending or, to the knowledge of Merger Partner, threatened,

any labor strike, dispute, walkout, work stoppage, slow-down or lockout or other labor dispute involving Merger Partner.

Partner is and has been for the three (3) years prior to the date hereof in compliance in all material respects with all applicable

Laws related to employment (including verification of employment eligibility), employment practices (including without limitation Laws

related to discrimination, harassment, and retaliation), terms and conditions of employment and wages and hours (including, without limitation,

classification of employees) with respect to any employee (as defined by, or determined in accordance with, applicable Laws). To the

knowledge of Merger Partner, all employees of Merger Partner or the Merger Partner Subsidiary and Continuing Employees are lawfully authorized

to work in the United States.

(d)            Merger

Partner has not received written notice of any charge or complaint pending before the Equal Employment Opportunity Commission or other

Governmental Entity alleging unlawful discrimination, harassment, retaliation or any other violation of or non-compliance with applicable

Law relating to the employment, treatment, or termination of any employees of Merger Partner or the Merger Partner Subsidiary, nor, to

the knowledge of Merger Partner, has any such charge been threatened during the three (3) years prior to the date hereof. No current

or former employee of Merger Partner or the Merger Partner Subsidiary has, pursuant to internal complaint procedures, made a written

complaint of discrimination, retaliation or harassment against a Merger Partner Key Employee or member of Merger Partner’s leadership

team, nor to Merger Partner’s knowledge, has an oral complaint of any of the foregoing been made during the three (3) years

prior to the date hereof.

(e)            Merger

Partner has not caused a plant closing as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)

affecting any site of employment or one or more operating units within any site of employment, or a mass layoff as defined in the WARN

Act, nor has Merger Partner or the Merger Partner Subsidiary been affected by any transaction or engaged in layoffs or employment terminations

sufficient in number to trigger application of any similar foreign, state or local Law.

3.18          Insurance.

Merger Partner maintains insurance policies (the “Merger Partner Insurance Policies”), including insurance covering

directors and officers for securities Law and other customary liabilities, with reputable insurance carriers against all risks of a character

and in such amounts as are usually insured against by similarly situated companies in the same or similar businesses as Merger Partner.

Each Merger Partner Insurance Policy is in full force and effect. Merger Partner has complied in all material respects with the provisions

of each Merger Partner Insurance Policy under which it is the insured party. No insurer under any Merger Partner Insurance Policy has

cancelled or generally disclaimed Liability under any such policy or indicated any intent to do so or not to renew any such policy.

3.19          Brokers;

Fees and Expenses. Except as set forth on Section 3.19 of the Merger Partner Disclosure Schedule, no agent, broker, investment

banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of Merger

Partner, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of

the transactions contemplated by this Agreement.

3.20          Certain

Business Relationships with Affiliates. Except as otherwise set forth on Section 3.20 of the Merger Partner Disclosure

Schedule, neither any Affiliate of Merger Partner nor any of its or their equityholders, directors, officers, or employees (a) owns

any material property or right, tangible or intangible, which is used in the business of Merger Partner, (b) has any material claim

or cause of action against Merger Partner, (c) owes any material money to, or is owed any material money by, Merger Partner, or

(d) has or has had any direct or indirect interest of any kind in, or controls or has controlled, or is an officer, manager, director,

equityholder, member or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of,

as applicable, (i) any Person that is a client, customer, supplier, vendor, distributor, lessor, lessee, debtor, creditor or competitor

of Merger Partner or (ii) any property, asset or right that is owned, held or used by Merger Partner. Except as would not reasonably

be expected to result in a Merger Partner Material Adverse Effect, Section 3.20 of the Merger Partner Disclosure Schedule describes

any material Contracts between Merger Partner, on the one hand, and any Affiliate thereof or any officer, manager, director, equityholder

or employee of such Affiliate, on the other hand, which were entered into or have been in effect at any time during the three (3) years

prior to the date hereof, other than any employment or service Contracts, invention assignment agreements and other Contracts relating

to or entered into in connection with any employment or service, including any Contracts relating to stock purchases and awards, stock

options and other equity or equity-based incentive arrangements, in each case relating to compensation and entered into in the Ordinary

Course of Business.

3.21          Controls

and Procedures, Certifications and Other Matters.

(a)            Merger

Partner and the Merger Partner Subsidiary maintain accurate books and records reflecting their assets and liabilities and maintain proper

and adequate internal control over financial reporting that provide assurance that (i) transactions are executed with management’s

authorization, (ii) transactions are recorded as necessary to permit preparation of the Financial Statements and to maintain accountability

for Merger Partner’s and the Merger Partner Subsidiary’s consolidated assets, (iii) access to assets of Merger Partner

and the Merger Partner Subsidiary is permitted only in accordance with management’s authorization, (iv) the reporting of assets

of Merger Partner and the Merger Partner Subsidiary is compared with existing assets at regular intervals and (v) accounts, notes

and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection

thereof on a current and timely basis.

(b)            Neither

Merger Partner nor the Merger Partner Subsidiary has extended or maintained credit, arranged for the extension of credit, modified or

renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Merger Partner

or the Merger Partner Subsidiary.

Partner satisfies the conditions to qualification as a “smaller reporting company” set forth in 17 C.F.R. §229.10(f)(1).

3.22          Books

and Records. The minute books and other similar records of Merger Partner and the Merger Partner Subsidiary contain accurate summaries,

in all material respects, of all actions taken at any meetings of Merger Partner’s or the Merger Partner Subsidiary’s, as

applicable, stockholders, the board of directors or any committee thereof, and of all written consents executed in lieu of the holding

of any such meeting.

3.23          Ownership

of Public Company Common Stock. Except as set forth on Section 3.23 of the Merger Partner Disclosure Schedule, Merger

Partner does not and, to the knowledge of Merger Partner, none of Merger Partner’s directors, officers, or 5% or greater stockholders

directly or indirectly “own,” beneficially or otherwise, and at all times during the three (3) years prior to the date

of this Agreement, to the knowledge of Merger Partner, none of Merger Partner’s directors, officers, or 5% or greater stockholders

directly or indirectly has “owned,” beneficially or otherwise, any of the outstanding Public Company Common Stock, as those

terms are defined in Section 203 of the DGCL. None of Merger Partner and its “affiliates” or “associates”

is, or has been at any time during the three (3) years prior to the date of this Agreement, an “interested stockholder”

of Public Company or a “beneficial owner” of Public Company Common Stock, as those terms are defined in NRS Chapter 78.

3.24          IT;

Privacy and Data Protection.

(a)            The

information technology systems, networks, software, hardware, databases, websites, and related infrastructure (collectively, the “Merger

Partner IT Systems”) owned, licensed, leased, or otherwise used by Merger Partner or the Merger Partner Subsidiary perform

in all material respects in accordance with their applicable documentation and specifications. The Merger Partner IT Systems are sufficient

in all material respects for the current operation of Merger Partner and the Merger Partner Subsidiary as presently conducted. To the

knowledge of Merger Partner, the Merger Partner IT Systems do not contain any material bugs, defects, errors, viruses, Trojan horses,

or other corruptants that would reasonably be expected to result in a material disruption to, or material degradation of, the performance

or functionality of such Merger Partner IT Systems.

(b)            Merger

Partner and the Merger Partner Subsidiary have complied at all times, and currently comply, in each case in all material respects, with

any applicable data protection and privacy Law with respect to their businesses, including, as applicable, with respect to (i) applicable

requirements relating to notification and/or registration of processing of personal data with any applicable national data protection

regulator, (ii) requests from data subjects under applicable data protection and privacy Laws, and (iii) where necessary, the

obtaining of consent to the processing of personal data and/or direct marketing activity. Merger Partner and the Merger Partner Subsidiary

have all material rights necessary to process all personal data used in the business of Merger Partner or the Merger Partner Subsidiary,

as applicable. Neither Merger Partner nor the Merger Partner Subsidiary has received any written notice or complaint from any individual,

third party and/or Governmental Entity, or, to the knowledge of Merger Partner, been threatened with any such written notice or complaint,

(x) alleging non-compliance by Merger Partner or the Merger Partner Subsidiary with any applicable data protection and privacy Law

(including any prohibition or restriction on the transfer of data to any jurisdiction) or (y) claiming compensation for, or an injunction

arising from, non-compliance with any applicable data protection and privacy Law.

Partner and the Merger Partner Subsidiary have established and maintain commercially reasonable technical, physical and organizational

controls, policies, procedures, safeguards, measures and security systems, plans and technologies in material compliance with requirements

under applicable privacy and data protection Laws. During the three (3) years prior to the date hereof, no material breach or material

security incident in relation to Merger Partner’s or the Merger Partner Subsidiary’s personal data and/or proprietary data

has occurred that would require Merger Partner or the Merger Partner Subsidiary to notify individuals or Governmental Entities, and there

has been no unauthorized or illegal processing of, or accidental or unlawful destruction, loss or alteration of, any of Merger Partner’s

or the Merger Partner Subsidiary’s personal data and/or proprietary data.

3.25          Post-Closing

Payment Obligations. Neither Merger Partner nor the Merger Partner Subsidiary is a party to any Contract or other arrangement that

gives rise to an obligation to pay any Contingent Expense after the Closing.

3.26          No

Other Representations or Warranties. Merger Partner hereby acknowledges and agrees that, except for the representations and warranties

contained in this Agreement, none of Public Company, Merger Sub, Merger Sub II or any other Person on behalf of Public Company, Merger

Sub or Merger Sub II makes any express or implied representation or warranty with respect to Public Company, Merger Sub or Merger Sub

II or their respective financial condition, business, results of operations, properties, assets, liabilities, or prospects or otherwise

or with respect to any other statements made or information provided to Merger Partner or any of its Affiliates in connection with the

transactions contemplated hereby, and (subject to the express representations and warranties of Public Company and the Merger Subs set

forth in Article IV (in each case as qualified and limited by the Public Company Disclosure Schedule)) none of Merger Partner

or any of its Affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, or any other Person, has

relied on any representations, warranties, statements or information (including the accuracy or completeness thereof).

Article IV.

REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY AND THE MERGER SUBS

Except (i) as disclosed

in the Public Company SEC Reports filed with the SEC after February 15, 2024, and at least two (2) Business Days prior to the

date hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but excluding any disclosures

under the heading “Risk Factors” or “Quantitative and Qualitative Disclosures about Market Risk”, any disclosure

in any “forward looking statements” disclaimers, and any disclosures in any other section to the extent they are forward-looking

statements or cautionary, predictive or forward-looking in nature), or (ii) as expressly set forth herein or in the disclosure schedule

delivered by Public Company and the Merger Subs to Merger Partner on the date of this Agreement (the “Public Company Disclosure

Schedule”), Public Company and the Merger Subs represent and warrant, jointly and not severally, to Merger Partner as follows:

4.1            Organization,

Standing and Power. Each of Public Company and Merger Sub is a corporation duly organized, validly existing and in good standing

under the Laws of the jurisdiction of its organization. Merger Sub II is a limited liability company duly organized, validly existing

and in good standing under the Laws of the jurisdiction of its organization. Each of Public Company and the Merger Subs has all requisite

corporate or limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business

as currently conducted, and is duly qualified to do business and is in good standing (to the extent applicable in such jurisdiction)

under the Laws of all jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities

makes such qualification necessary, except for such failures to be so qualified or in good standing, individually or in the aggregate,

that have not had, and are not reasonably likely to have, a Public Company Material Adverse Effect. Public Company has made available

to Merger Partner complete and accurate copies of its Organizational Documents, and copies of any amendments thereto, existing as of

the date of this Agreement, and is not in material default under or in violation of any provision of any such documents.

4.2            Capitalization.

(a)            As

of the date of this Agreement, the authorized capital stock of Public Company consists of 200,000,000 shares of Public Company Common

Stock and 20,000,000 shares of preferred stock, $0.0001 par value per share, of which 150,000 shares have been designated as Series A

Convertible Redeemable Preferred Stock (the “Public Company Series A Preferred Stock”) and 5,000 shares have

been designated as Series C Preferred Stock (the “Public Company Series C Preferred Stock” and, together

with the Public Company Series A Preferred Stock, the “Public Company Preferred Stock”). The rights and privileges

of each class of Public Company’s capital stock are as set forth in Public Company’s articles of incorporation, as amended

(as defined in NRS 78.010(1)(b)). As of the close of business on the Business Day immediately prior to the date of this Agreement, (i)

3,931,829 shares of Public Company Common Stock were issued and outstanding, (ii) 51,479 shares of Public Company Series A

Preferred Stock were issued and outstanding, (iii) 2,600 shares of Public Company Series C Preferred Stock were issued and

outstanding, and (iv) no shares of Public Company Common Stock were held in the treasury of Public Company or by Subsidiaries of

Public Company.

(b)            As

of the date of this Agreement, there are outstanding options to purchase 1,497,785 shares of Public Company Common Stock (each, a

“Public Company Stock Option” and collectively, the “Public Company Stock Options”), 273,491

shares of Public Company Common Stock issuable pursuant to awards of restricted stock units relating to Public Company Common Stock

(“Public Company RSU Awards”), 172,650 shares of Public Company Common Stock issuable pursuant to awards of

performance-based restricted stock units relating to Public Company Common Stock (the “Public Company PSU Awards”

and, together with the Public Company RSU Awards and the Public Company Stock Options, “Public Company Equity

Awards”) assuming satisfaction of any performance vesting conditions at target levels and 172,650 shares of Public Company

Common Stock issuable pursuant to Public Company PSU Awards assuming satisfaction of any performance vesting conditions at maximum

levels. Public Company has made available to Merger Partner complete and accurate copies of all stock or equity-related plans,

agreements, and arrangements of Public Company, including the Public Company Stock Plans, the standard forms of all award agreements

evidencing Public Company Equity Awards, and a copy of each agreement evidencing a Public Company Equity Award that does not conform

in all material respects to a standard form agreement. As of the date of this Agreement, (i) no shares of Public Company Common

Stock remain available for issuance pursuant to Public Company’s Amended and Restated 2023 Equity Incentive Plan (the

“Public Company 2023 Plan”); and (ii) 675,363 shares of Public Company Common Stock remain available for

future issuance pursuant to Public Company’s 2026 Equity Incentive Plan (the “Public Company 2026 Plan”

and, together with the Public Company 2023 Plan, the “Public Company Stock Plans”). Public Company has not

granted, issued, or authorized the grant or issuance of any Public Company Equity Awards on the Business Day prior to the date of

this Agreement or on the date of this Agreement. With respect to each Public Company Equity Award (whether outstanding or previously

exercised or settled): (i) each grant of a Public Company Equity Award was duly authorized no later than the date on which such

grant was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Public Company

Board (or a duly constituted and authorized committee thereof) or a duly authorized delegate thereof, and any required stockholder

approval by the necessary number of votes or written consents; (ii) each such grant was made in accordance with the terms of

the applicable Public Company Stock Plan, the Securities Act, the Exchange Act, and all other applicable Laws, and is not and has

not been the subject of any internal investigation, review, or inquiry; and (iii) each Public Company Stock Option has an

exercise price no less than the fair market value of the underlying shares of Public Company Common Stock on the date of grant, as

determined in accordance with Section 409A of the Code.

the Public Company Disclosure Schedule lists, as of the date hereof, the number of shares of Public Company Common Stock reserved

for future issuance pursuant to warrants or other outstanding rights (other than Public Company Stock Options) to purchase shares of

Public Company Common Stock outstanding as of the close of business on the Business Day prior to the date of this Agreement (such outstanding

warrants or other rights, the “Public Company Warrants”) and the agreement or other document under which such Public

Company Warrants were granted, and the exercise price, the date of grant and the expiration date thereof.

(d)            Except

(i) as set forth in this Section 4.2 or in Article II, (ii) as reserved for future grants under the

Public Company 2026 Plan, outstanding as of the close of business on the Business Day prior to the date of this Agreement, (iii) as

reserved for issuance and issuable upon conversion of outstanding shares of Public Company Preferred Stock, (iv) for the rights

to acquire shares pursuant to the Public Company Stock Plans, (v) commitments to issue (x) shares of Public Company Series B

Preferred Stock or Public Company Common Stock or (y) warrants to acquire shares of Public Company Series B Preferred Stock

or Public Company Common Stock, in each case of clauses (x) and (y), pursuant to the Securities Purchase Agreement in the Concurrent

Financing, as of the date of this Agreement, and (vi) as reserved for issuance and issuable upon conversion of the outstanding Public

Company Convertible Notes and upon exercise of the Horizon Warrants and the A.G.P. Warrants, (A) there are no equity securities

of any class of Public Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance

or outstanding and (B) there are no options, warrants, equity securities, stock appreciation, phantom stock, profit participation,

calls, rights, commitments or agreements of any character to which Public Company or any of its Subsidiaries is a party or by which Public

Company or any of its Subsidiaries is bound obligating Public Company or any of its Subsidiaries to issue, exchange, transfer, deliver

or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests

of Public Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests,

or obligating Public Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter

into any such option, warrant, equity security, call, right, commitment or agreement. As of the date of this Agreement, other than pursuant

to the Public Company Stock Plans, Public Company is not a party to or bound by any, and to the knowledge of Public Company, there are

no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements

imposing transfer restrictions) of any shares of capital stock or other equity interests of Public Company. Except as otherwise set forth

on Section 4.2(d) of the Public Company Disclosure Schedule, as contemplated by this Agreement, the Securities Purchase

Agreement or described in this Section 4.2(d), there are no registration rights to which Public Company or any of its Subsidiaries

is a party or by which it or any of its Subsidiaries is bound with respect to any equity security of any class of Public Company. Stockholders

of Public Company are not entitled to dissenters’ or appraisal rights under applicable state Law in connection with the Mergers,

and the Public Company Board has not adopted or approved any resolution pursuant to the NRS or otherwise granting dissenters’,

appraisal or similar rights to any holder of shares of Public Company Common Stock or any other equity interests of or in Public Company,

or to any other Person.

(e)            All

outstanding shares of Public Company Common Stock are, and all shares of Public Company Common Stock subject to issuance as specified

in Section 4.2(b) and Section 4.2(c) or pursuant to Article II, upon issuance on the terms

and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid

and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right,

subscription right or any similar right under any provision of NRS Chapter 78, Public Company’s articles of incorporation or bylaws

or any agreement to which Public Company is a party or is otherwise bound. There are no obligations, contingent or otherwise, of Public

Company to repurchase, redeem or otherwise acquire any shares of Public Company Common Stock. All outstanding shares of Public Company

Common Stock have been offered, issued and sold by Public Company in compliance with all applicable federal and state securities Laws.

4.3            Subsidiaries.

(a)            Section 4.3(a) of

the Public Company Disclosure Schedule sets forth, for each Subsidiary of Public Company (including Merger Sub and Merger Sub II): (i) its

name; (ii) the number and type of outstanding Equity Interests and a list of the holders thereof; and (iii) its jurisdiction

of organization.

(b)            Each

Subsidiary of Public Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization,

has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently

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

of all jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such

qualification necessary, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate,

that have not had, and are not reasonably likely to have, a Public Company Material Adverse Effect. All of the outstanding shares of

capital stock and other equity securities or interests of each Subsidiary of Public Company are duly authorized, validly issued, fully

paid, nonassessable and free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries,

all of which Public Company has the power to cause to be transferred for no or nominal consideration to Public Company or Public Company’s

designee) are owned, of record and beneficially, by Public Company or another of its Subsidiaries free and clear of all Liens, claims,

pledges, agreements or limitations on Public Company’s voting rights. There are no outstanding or authorized options, warrants,

rights, agreements or commitments to which Public Company or any of its Subsidiaries is a party or which are binding on any of them providing

for the issuance, disposition or acquisition of any capital stock of any Subsidiary of Public Company. There are no outstanding stock

appreciation, phantom stock or similar rights with respect to any Subsidiary of Public Company. There are no voting trusts, proxies or

other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of Public Company.

as set forth on Section 4.3(c) of the Public Company Disclosure Schedule, Public Company does not own any Equity Interests

or similar interests in any other Person nor does Public Company control directly or indirectly or have any direct or indirect Equity

Interests or similar interests of any nature in any other Person which is not a Subsidiary of Public Company. Except as set forth on

Section 4.3(c) of the Public Company Disclosure Schedule, Public Company is not and has not otherwise been, directly

or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Public Company has

not agreed and is not obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment

in or capital contribution to any other Person. Public Company has not, at any time, been a general partner of, and has not otherwise

been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Person.

4.4            Authority;

No Conflict; Required Filings and Consents.

(a)            Each

of Public Company, Merger Sub and Merger Sub II has all requisite corporate or limited liability company power and authority to enter

into this Agreement and, subject only to the receipt of the approval by the stockholders of Public Company of the Requisite Public Company

Stockholder Approvals and the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub and

sole member of Merger Sub II, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing,

the Public Company Board, at a duly called meeting at which all disinterested members of the Public Company Board were present, by a

unanimous vote of those directors voting thereon, (i) determined that the transactions contemplated by this Agreement, including

the Mergers, are fair to, and in the best interests of, Public Company and its stockholders and (ii) directed that the Requisite

Public Company Stockholder Approvals be submitted to the stockholders of Public Company for their approval and resolved to recommend

that the stockholders of Public Company vote in favor of the approval of the Requisite Public Company Stockholder Approvals. The execution

and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Public Company, Merger Sub

and Merger Sub II have been duly authorized by all necessary corporate or limited liability company action on the part of each of Public

Company, Merger Sub and Merger Sub II, subject only to the required receipt of the Requisite Public Company Stockholder Approvals and

the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub and sole member of Merger Sub

II. This Agreement has been duly executed and delivered by each of Public Company, Merger Sub and Merger Sub II and, assuming the due

execution and delivery of this Agreement by Merger Partner and the Securityholder Representative, constitutes the valid and binding obligation

of each of Public Company, Merger Sub and Merger Sub II, enforceable against Public Company, Merger Sub and Merger Sub II in accordance

with its terms, subject to the Bankruptcy and Equity Exception.

(b)            The

execution and delivery of this Agreement by each of Public Company, Merger Sub and Merger Sub II do not, and the consummation by Public

Company, Merger Sub and Merger Sub II of the transactions contemplated by this Agreement shall not, (i) conflict with, or result

in any violation or breach of, any provision of any Organizational Document of Public Company, Merger Sub, Merger Sub II or any other

Subsidiary of Public Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without

notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or

loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment

of a penalty under or result in the imposition of any Lien on Public Company’s or any of its Subsidiaries’ assets (including

Public Company Intellectual Property) under any of the terms, conditions or provisions of any Contract required to be disclosed in Section 4.11(a) of

the Public Company Disclosure Schedule, or (iii) subject to obtaining the Requisite Public Company Stockholder Approvals and compliance

with the requirements specified in clauses (i) through (viii) of Section 4.4(c), conflict with or violate any permit,

concession, franchise, license, judgment, injunction, order, decree, statute, Law, ordinance, rule or regulation applicable to Public

Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of

this Section 4.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Public Company

Material Adverse Effect.

consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental

Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or

with respect to Public Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation

by Public Company, Merger Sub or Merger Sub II of the transactions contemplated by this Agreement, except for (i) the filing of

the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State, (ii) the filing of the

Form S-4 with the SEC in accordance with the Securities Act, (iii) the filing of the Information Statement with the SEC in

accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12

under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents,

approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws

and the Laws of any foreign country, (vi) the filing of a listing application for the Public Company Common Stock on the NYSE American,

in the form required by the NYSE American, with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement

(the “NYSE American Listing Application”), (vii) the filing of the Series B Certificate of Designation with

the Nevada Secretary of State, and (viii) such other consents, authorizations, orders, filings, approvals and registrations that,

individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Public Company Material Adverse

Effect.

(d)            The

only vote or consent of the holders of any class or series of capital stock or other securities of Public Company necessary to approve

the Share Issuances is the affirmative written consent of the holders of a majority of the outstanding shares of Public Company’s

capital stock entitled to vote thereon, voting together as a single class (with the shares of Public Company Series A Preferred

Stock voting on the basis set forth in, and subject to the limitations of, Section 9 of the Certificate of Designations of Rights

and Preferences of Series A Convertible Preferred Stock of Public Company) (the “Requisite Public Company Stockholder Approvals”).

There are no bonds, debentures, notes or other indebtedness of Public Company having the right to vote (or convertible into, or exchangeable

for, securities having the right to vote) on any matters on which stockholders of Public Company may vote.

4.5            SEC

Filings; Financial Statements; Information Provided.

(a)            Public

Company has filed or furnished all registration statements, forms, reports, certifications and other documents required to be filed or

furnished by Public Company with the SEC for a period of at least twelve (12) calendar months immediately preceding the execution of

this Agreement. All such registration statements, forms, reports, certifications, proxy statements, information statements and other

documents (other than preliminary materials to the extent superseded by a definitive filing), as amended prior to the date hereof, and

those that Public Company may file or furnish after the date hereof until the Closing, are referred to herein as the “Public

Company SEC Reports.” All of the Public Company SEC Reports (i) were or will be filed or furnished, as applicable, on

a timely basis, (ii) at the time filed or furnished (or if amended prior to the date hereof, when so amended), complied, or will

comply when filed or furnished, as to form in all material respects with the requirements of the Securities Act and the Exchange Act

applicable to such Public Company SEC Reports and (iii) did not or will not at the time they were filed or furnished (or if amended

prior to the date hereof, when so amended) or are filed or furnished contain any untrue statement of a material fact or omit to state

a material fact required to be stated in such Public Company SEC Reports or necessary in order to make the statements in such Public

Company SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

(b)            Each

of the financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Public Company

SEC Reports at the time filed (or if amended prior to the date hereof, when so amended) (i) complied or will comply as to form in

all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto,

(ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and at the dates

involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements,

as permitted by the SEC) and (iii) fairly presented or will fairly present in all material respects the financial position of Public

Company and its Subsidiaries as of the dates indicated and the results of its operations and cash flows for the periods indicated, except

that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments that are not expected

to be material in amount. The balance sheet of Public Company as of June 30, 2026, is referred to herein as the “Public

Company Balance Sheet.”

January 1, 2026, and prior to the date of this Agreement, Public Company has not received any correspondence from the NYSE American

or the staff thereof relating to the delisting or maintenance of listing of the Public Company Common Stock on the NYSE American. As

of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any

Public Company SEC Reports.

(d)            Public

Company’s auditor has at all times since its engagement by Public Company been “independent” with respect to Public

Company within the meaning of Regulation S-X under the Exchange Act and, to the knowledge of Public Company, in compliance with subsections

(g) through (l) of Section 10A of the Exchange Act (to the extent applicable) and the related rules and regulations

promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

(e)            The

information to be supplied by or on behalf of Public Company for inclusion in the Form S-4 and the Information Statement to be sent

to the stockholders of Public Company and Merger Partner in connection with the Requisite Public Company Stockholder Approvals, which

information shall be deemed to include all material information about or relating to Public Company, the Requisite Public Company Stockholder

Approvals or the Public Company Written Consent, shall not, in the case of the Form S-4, at the time it becomes effective under

the Securities Act, and, in the case of the Information Statement, on the date the Information Statement and any amendments or supplements

thereto are first filed with the SEC and at the time it is first mailed to stockholders of Public Company or Merger Partner, or at any

time thereafter up to and including the Initial Effective Time, contain any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that Public Company makes no representations or warranties as to the information contained

in or omitted from the Form S-4 or Information Statement or made in reliance upon and in conformity with information furnished in

writing to Public Company by or on behalf of Merger Partner specifically for inclusion in the Form S-4 or Information Statement

which is misleading by virtue of such reliance or conformity.

(f)            Section 4.5(f) of

the Public Company Disclosure Schedule sets forth all Indebtedness of Public Company and its Subsidiaries as of the date hereof,

and except as set forth in Section 4.5(f) of the Public Company Disclosure Schedule, the execution and delivery of this

Agreement by Public Company and the consummation by Public Company of the transactions contemplated by this Agreement will not result

in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of

termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under,

constitute a change in control under, or otherwise accelerate amounts payable or increase the amounts outstanding in respect of such

Indebtedness.

4.6            No

Undisclosed Liabilities. Neither Public Company nor any of its Subsidiaries has any material Liability, except for (i) Liabilities

described in the Public Company SEC Reports, (ii) Liabilities shown on the Public Company Balance Sheet, (iii) Liabilities

of a type required to be shown on the Public Company Balance Sheet that have arisen since the date of the Public Company Balance Sheet

in the Ordinary Course of Business (and which have not resulted from a breach of contract, breach of warranty, tort, infringement or

violation of Law), (iv) Liabilities for Transaction Expenses incurred in connection with the transactions contemplated by this Agreement,

or (v) Liabilities which would not have a Public Company Material Adverse Effect.

4.7            Absence

of Certain Changes or Events. During the period beginning on the date of the Public Company Balance Sheet and ending on the date

hereof, Public Company and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and, since

such date, except as otherwise set forth on Section 4.7 of the Public Company Disclosure Schedule, there has not been (a) any

change, event, circumstance, development or effect that, individually or in the aggregate, has had, or is reasonably expected to have,

a Public Company Material Adverse Effect or (b) any other action or event that would have required the consent of Merger Partner

pursuant to Section 5.2 had such action or event occurred after the date of this Agreement.

4.8            Taxes.

(a)            All

material Tax Returns required to be filed by or with respect to Public Company or any of its Subsidiaries have been properly and timely

filed, and all such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by Public

Company or its Subsidiaries (whether or not shown on any Tax Return) have been timely paid.

(b)            Neither

Public Company nor any of its Subsidiaries is, nor has it ever been, a member of an affiliated group with which it has filed (or been

required to file) consolidated, combined, unitary or similar U.S. federal Tax Returns, other than a group of which the common parent

is Public Company. Neither Public Company nor any of its Subsidiaries is party to any Tax indemnity, Tax sharing, Tax allocation or similar

agreement, other than customary commercial Contracts not primarily related to Taxes. Neither Public Company nor any of its Subsidiaries

has any material Liability for Taxes of another Person (other than Public Company or any of its Subsidiaries) under Treasury Regulations

Section 1.1502-6 (or any comparable or similar provision of state, local or non-U.S. Law), as a transferee or successor, or otherwise

by operation of Law.

material Taxes that Public Company and each of its Subsidiaries was required by Law to withhold or collect have been duly withheld or

collected and, to the extent required, have been properly paid to the appropriate Governmental Entity.

(d)            No

examination or audit of any Tax Return of Public Company or any of its Subsidiaries by any Governmental Entity is currently in progress

or, to the knowledge of Public Company, has been threatened by any Governmental Entity. No deficiencies for material Taxes of Public

Company or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Entity in writing that remain unresolved.

No Governmental Entity in a jurisdiction in which Public Company or any of its Subsidiaries does not file a particular type of Tax Return

or pay a particular type of Tax has made a written claim that Public Company or any of its Subsidiaries is or may be required to file

such Tax Returns or be subject to such Tax in such jurisdiction, which claim remains unresolved. Neither Public Company nor any of its

Subsidiaries has (i) waived any statute of limitations with respect to material Taxes or agreed to extend the period for assessment

or collection of any material Taxes (other than any automatic extension granted in the Ordinary Course of Business and consistent with

past custom and practice of Public Company or the relevant Subsidiary), which waiver or extension is still in effect, or (ii) requested

any extension of time within which to file any material Tax Return (other than any extension granted in the Ordinary Course of Business

and consistent with past custom and practice of Public Company or the relevant Subsidiary).

(e)            Except

as set forth on Section 4.8(e) of the Public Company Disclosure Schedule, neither Public Company nor any of its Subsidiaries

has made any payment or provided any benefit, is obligated to make any payment or provide any benefit, or is a party to any plan, program,

policy, agreement or arrangement that could obligate it to make, and neither the execution and delivery of this Agreement nor the consummation

of the transactions contemplated hereby (either alone or in conjunction with additional or subsequent events, including any termination

of employment or service), will result in any payment or provide any benefit that may be treated as an “excess parachute payment”

under Section 280G of the Code (without regard to Sections 280G(b)(4) and 280G(b)(5) of the Code).

(f)            Public

Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States

real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(g)            Public

Company has not distributed to its stockholders or security holders stock or securities of a controlled corporation, nor has stock or

securities of Public Company been distributed, in a transaction to which Section 355 of the Code applies in the prior two (2) years.

(h)            There

are no Liens with respect to Taxes upon any of the assets or properties of Public Company or any of its Subsidiaries, other than Permitted

Liens.

(i)            Neither

Public Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of

deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) adjustments

under Section 481 of the Code (or any similar adjustments under any provision of corresponding U.S. state, local, or non-U.S.

Law) or use of an improper method of accounting, in each case, for a taxable period (or portion thereof) ending on or prior to the Closing

Date, (ii) installment sale or other open transaction disposition made prior to the Closing Date outside the Ordinary Course of

Business, (iii) closing agreement within the meaning of Section 7121 of the Code (or any similar or analogous agreement entered

into under corresponding U.S. state, local, or non-U.S. Law) or (iv) prepaid amount or deferred revenue received prior

to the Closing Date outside the Ordinary Course of Business.

(j)            Neither

Public Company nor any of its Subsidiaries has participated in any “listed transaction” as defined in Treasury Regulations

Section 1.6011-4(b)(2).

(k)            Neither

Public Company nor any of its Subsidiaries is a party to any joint venture, partnership, or other arrangement that is classified as a

partnership for U.S. federal income Tax purposes. Public Company is and has since the date of its formation been classified as an association

taxable as a corporation for U.S. federal income Tax purposes. The Tax classification of each Subsidiary of Public Company is set

forth on Section 4.8(k) of the Public Company Disclosure Schedule.

(l)            None

of the capital stock of Public Company is subject to a “substantial risk of forfeiture” within the meaning of Section 83

of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law). Each Person who was issued stock

in Public Company in connection with the performance of services that was subject to a “substantial risk of forfeiture” within

the meaning of Section 83 of the Code made a timely election with respect to such stock pursuant to Section 83(b) of the

Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(m)            Neither

Public Company nor any of its Subsidiaries is subject to income Tax in any country other than its country of incorporation, organization

or formation by virtue of having employees, a permanent establishment or other fixed place of business in that country.

4.9            Owned

and Leased Real Properties.

(a)            Neither

Public Company nor any of its Subsidiaries owns or has ever owned any real property.

(b)            Except

as otherwise set forth on Section 4.9(b) of the Public Company Disclosure Schedule, (i) neither Public Company

nor any of its Subsidiaries as of the date of this Agreement leases, subleases, licenses or otherwise occupies any real property nor

is party to any lease, sublease, license or any other occupancy agreement (collectively, the “Public Company Leases”)

and (ii) all of its previous Public Company Leases have been terminated and neither Public Company nor any of its Subsidiaries has

any remaining affirmative obligations under such Public Company Leases and termination agreements. Neither Public Company nor any of

its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions.

Neither Public Company nor any of its Subsidiaries nor, to the knowledge of Public Company, any other party is in breach or default and

no event has occurred, is pending or, to the knowledge of Public Company, is threatened, which, after the giving of notice, with lapse

of time, or otherwise, would constitute any such breach or default under any of the Public Company Leases, except where the existence

of such defaults, individually or in the aggregate, has not had, and is not reasonably likely to result in, the loss of a material right

or in a material Liability of Public Company or any of its Subsidiaries. Neither Public Company nor any of its Subsidiaries leases, subleases

or licenses any real property to any Person other than Public Company and its Subsidiaries. Public Company has made available to Merger

Partner complete and accurate copies of all Public Company Leases.

4.10          Intellectual

Property.

(a)            Section 4.10(a) of

the Public Company Disclosure Schedule sets forth a complete and accurate list of all Public Company Registrations, in each case

enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration

issued, date of filing or issuance, and names of all current applicant(s) and registered owner(s), as applicable, except that, for

any Public Company Registrations that are Internet domain names or social media accounts and identifiers, such enumeration shall be the

applicable account name or number, the domain registrar or social media company and the registered owner(s). To the knowledge of Public

Company, all assignments of Public Company Registrations to Public Company have been properly executed, and, to the knowledge of Public

Company, all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid

(other than any such payments for which a bona fide grace period applies under applicable Law) by or on behalf of Public Company or any

of its Subsidiaries. To the knowledge of Public Company, all Public Company Registrations are valid and enforceable.

(b)            There

are no inventorship challenges, inter partes proceedings, opposition or nullity proceedings or interferences declared, commenced

or provoked, or, to the knowledge of Public Company, threatened, with respect to any Patent Rights included in the Public Company Registrations.

None of the Patent Rights included in the Public Company Registrations have been abandoned. Public Company and each of its Subsidiaries

have complied with their respective duties of candor and disclosure to the United States Patent and Trademark Office and any relevant

foreign patent office with respect to all patent and Trademark applications filed by or on behalf of Public Company and have made no

material misrepresentation in such applications. Public Company has no knowledge of any information that would preclude Public Company

or any of its Subsidiaries from having clear title to the Public Company Registrations included in the Public Company Owned Intellectual

Property.

Company is the sole and exclusive owner of all Public Company Owned Intellectual Property, free and clear of any Liens, other than (x) Permitted

Liens, and (y) any joint owners of the Public Company Owned Intellectual Property listed in Section 4.10(c) of

the Public Company Disclosure Schedule, and (ii) Public Company and each of its Subsidiaries have the valid and sufficient right

to use all other Intellectual Property used in or reasonably necessary for the operation of its business as currently conducted and proposed

to be conducted in the Public Company SEC Reports. None of the Public Company Intellectual Property is subject to any orders, decrees

or injunctions.

(d)            To

the knowledge of Public Company, the Patent Rights included in the Public Company Owned Intellectual Property contain one or more claims

that cover the composition of matter, method of use or method of manufacture of each Public Company Product.

(e)            Public

Company, or any of its Subsidiaries, as applicable, has taken reasonable measures to protect the proprietary nature of each item of Public

Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof.

To Public Company’s knowledge, there has been no unauthorized disclosure of any trade secrets or confidential information (including

any third party proprietary or confidential information) in the possession, custody or control of Public Company or any of its Subsidiaries.

(f)            To

the knowledge of Public Company, the operations of Public Company and its Subsidiaries as currently conducted do not infringe, misappropriate

or otherwise violate and have not in the past three (3) years infringed, misappropriated or otherwise violated any valid and enforceable

Intellectual Property rights of any individual or entity. To Public Company’s knowledge, no individual or entity has infringed,

misappropriated or otherwise violated any material Public Company Owned Intellectual Property or any material rights under the Public

Company Intellectual Property that are exclusively licensed to Public Company or any of its Subsidiaries, and neither Public Company

nor any of its Subsidiaries has filed or threatened in writing any claims alleging that a third party or Worker has infringed, misappropriated

or otherwise violated any Public Company Intellectual Property. No individual or entity has filed or, to Public Company’s knowledge,

threatened any claims alleging that Public Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated any

individual’s or entity’s Intellectual Property nor has Public Company or any of its Subsidiaries received any written notification

that a license under any other individual’s or entity’s Intellectual Property is or may be required.

(g)            Public

Company has made available to Merger Partner copies of all material written complaints, claims, notices or threats, and disclosed to

Merger Partner all material non-written complaints, claims, notices or threats, in each case, concerning the infringement, violation

or other misappropriation of any Public Company Intellectual Property.

(h)            Section 4.10(h) of

the Public Company Disclosure Schedule identifies (i) each Contract pursuant to which Public Company or any of its Subsidiaries

has granted any rights to any Public Company Licensed Intellectual Property, and (ii) each Contract pursuant to which Public Company

or any of its Subsidiaries has granted any joint ownership interest or contingent right in or to any item of Public Company Owned Intellectual

Property, in each case of clauses (i) and (ii), other than Excluded Contracts.

(i)            Section 4.10(i) of

the Public Company Disclosure Schedule identifies (i) each Contract pursuant to which Public Company or any of its Subsidiaries

has obtained any rights to any Public Company Licensed Intellectual Property and (ii) each Contract pursuant to which Public Company

or any of its Subsidiaries has obtained any joint or sole ownership interest or contingent right in or to any item of Public Company

Owned Intellectual Property, in each case of clauses (i) and (ii), other than Excluded Contracts.

(j)            To

the knowledge of Public Company, no past or present Worker of Public Company or any of its Subsidiaries is in default or breach of any

term of any employment Contract, non-disclosure Contract, assignment of invention Contract or similar Contract between such Worker and

Public Company or any of its Subsidiaries, as applicable, relating to the protection, ownership, development, use, assignment or transfer

of Public Company Intellectual Property. To the extent that any Public Company Owned Intellectual Property has been conceived, reduced

to practice, authored, developed or created for Public Company or any of its Subsidiaries by any individual while a Worker, Public Company

or such Subsidiary has obtained the entire and unencumbered right, title and interest therein and thereto by operation of Law or by valid

written assignment.

(k)            The

execution and delivery of this Agreement by Public Company does not, and the consummation by Public Company of the transactions contemplated

by this Agreement shall not, result in (i) a material breach of or default under any agreement governing any Public Company Intellectual

Property; (ii) the grant or transfer to any third party of any new license or other interest under, the abandonment, assignment

to any third party, or modification or loss of any right with respect to, any Public Company Intellectual Property in any material respect;

(iii) the grant or transfer to any third party of any license or other interest under, or any covenant not to sue in respect of,

any Merger Partner Intellectual Property; or (iv) Merger Partner, the Merger Partner Subsidiary, Public Company, any of its Subsidiaries

or any of their respective Affiliates being obligated to pay any penalty or new or increased royalty or fee to any individual or entity

under any agreement governing any Public Company Intellectual Property.

(l)            No

funds, facilities, Intellectual Property, personnel or other resources of any Governmental Entity or any university, college, research

institute or other educational institution are being used, or have been used at any time, to create, reduce to practice, or develop Public

Company Owned Intellectual Property (or, to the knowledge of Public Company, any Public Company Licensed Intellectual Property), except

for any such use that does not result in such Governmental Entity or institution obtaining any ownership rights to such Public Company

Intellectual Property or the right to receive royalties or other payments for the practice of such Public Company Intellectual Property,

including “march in” or co-ownership rights in any Public Company Intellectual Property or any claim, option or other right

to any of the foregoing.

(m)            (i) Neither

Public Company nor any of its Subsidiaries has incorporated, embedded, linked, or otherwise used any software or other material that

is licensed under any Open Source Materials into, or in connection with, any product or service of Public Company or any of its Subsidiaries

in a manner that (A) requires or conditions the use or distribution of such product or service on the disclosure, licensing, or

distribution of any source code of any Public Company Owned Intellectual Property, (B) requires or conditions the use or distribution

of such product or service on the granting to any third party of any rights or immunities under any Public Company Owned Intellectual

Property (including any Patent Rights), (C) imposes any restriction on the consideration to be charged for the distribution or licensing

of any Public Company Owned Intellectual Property, product, or service, or (D) creates, or purports to create, any obligations for

Public Company or any of its Subsidiaries with respect to any Public Company Owned Intellectual Property, or grants, or purports to grant,

to any third party any rights or immunities under any Public Company Owned Intellectual Property; and (ii) Public Company and each

of its Subsidiaries have complied in all material respects with all applicable terms and conditions of all licenses for Open Source Materials

used by or on behalf of Public Company or any of its Subsidiaries.

4.11          Contracts.

(a)            Section 4.11(a) of

the Public Company Disclosure Schedule lists the following Contracts of Public Company and its Subsidiaries in effect as of the

date of this Agreement (in each case, excluding Excluded Contracts):

(i)            any

Contract (or group of related Contracts) for the purchase or sale of products or for the furnishing or receipt of services (A) which

expressly requires future payments by or to Public Company or any of its Subsidiaries in excess of $150,000 annually, or (B) in

which Public Company or any of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions

or marketing or distribution rights relating to any products or territory, or has agreed to purchase goods or services exclusively from

a particular party or has granted a right of first offer, right of first refusal, or right of first negotiation in favor of any third

party;

(ii)            any

Contract under which Public Company or any of its Subsidiaries is prohibited from selling, licensing or otherwise distributing any of

its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area,

during any period of time or any segment of the market or line of business;

(iii)            any

(A) employment Contract with a Public Company Key Employee and (B) individual independent contractor or consulting Contract

that involves or could involve payments in excess of $200,000 within any twelve (12) month period;

(iv)            any

Contract, plan, policy or program providing for retention or stay pay, change in control payments or transaction-based bonuses;

(v)            any

Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(vi)            any

Contract relating to the disposition or acquisition of material assets or any ownership interest in Public Company or any of its Subsidiaries,

in each case, involving payments in excess of $100,000 in the aggregate;

(vii)            any

settlement Contract or settlement-related Contract (including any Contract in connection with which any employment-related claim is settled)

under which either side has remaining financial obligations;

(viii)            any

dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development

agreement or outsourcing arrangement;

(ix)            any

Contract for the conduct of research studies, pre-clinical or clinical studies, manufacturing, distribution, supply, marketing or co-promotion

of any products in development by, or which has been or which is being marketed, distributed, supported, sold or licensed out, in each

case, by or on behalf of Public Company or any of its Subsidiaries;

(x)            except

with respect to Indebtedness between or among Public Company and its Subsidiaries, any Contract relating to (A) Indebtedness or

(B) any financial guaranty;

(xi)            any

Contract or commitment with any Person, including any financial advisor, broker, finder, investment banker, attorney or other Person,

providing advisory services or other services for Public Company or any of its Subsidiaries in connection with the transactions contemplated

by this Agreement; and

(xii)            any

Contract that involved or would reasonably be expected to result in (A) the grant or transfer to any third party of any new license

or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the

creation of any Lien (excluding a Permitted Lien) on any Public Company Intellectual Property, (B) the grant or transfer to any

third party of any license or other interest under, or any covenant not to sue with respect to, any Public Company Intellectual Property,

or (C) Public Company or any of its Subsidiaries being obligated to pay any penalty or new or increased royalty or fee to any individual

or entity under any agreement governing any Public Company Intellectual Property.

(b)            Public

Company has made available to Merger Partner a complete and accurate copy of each Contract listed in Sections 4.10(a), 4.10(h),

4.10(i) and 4.11(a) of the Public Company Disclosure Schedule. With respect to each Contract so listed or that

should be listed: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Public Company

and/or its Subsidiaries, as applicable, and, to the knowledge of Public Company, against each other party thereto, as applicable, subject

to the Bankruptcy and Equity Exception; and (ii) none of Public Company, its Subsidiaries nor, to the knowledge of Public Company,

any other party, is in material breach or violation of, or default under, any such Contract, and no event has occurred, is pending or,

to the knowledge of Public Company, is threatened, which, with or without notice or lapse of time, or both, would constitute a material

breach or default by Public Company, its Subsidiaries or, to the knowledge of Public Company, any other party under such Contract, except

for such breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have,

a Public Company Material Adverse Effect.

4.12          Litigation.

Except as otherwise set forth on Section 4.12 of the Public Company Disclosure Schedule, as of the date of this Agreement,

there is no action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity or before any arbitrator that

is pending or has been threatened in writing against Public Company or any of its Subsidiaries that (i) seeks either damages in

excess of $250,000 or equitable relief or (ii) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions

contemplated by this Agreement. There are no material judgments, orders or decrees outstanding against Public Company or any of its Subsidiaries.

4.13          Environmental

Matters.

(a)            Except

for such matters that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Public Company Material

Adverse Effect: (i) Public Company and each of its Subsidiaries have complied in all material respects with all applicable Environmental

Laws; (ii) the properties currently or, to the knowledge of Public Company, formerly owned, leased or operated by Public Company

or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are and were not contaminated

with any Hazardous Substances in a manner or amounts that would be reasonably likely to create a material Liability under any Environmental

Law or relating to Hazardous Substances; (iii) neither Public Company nor any of its Subsidiaries has received written notice from

any party alleging actual or potential material Liability for any Hazardous Substance disposal or contamination on the property of any

third party; and (iv) neither Public Company nor any of its Subsidiaries has released any Hazardous Substance into the environment

in a manner or amounts that would be reasonably likely to create a material Liability under any Environmental Law or relating to Hazardous

Substances.

(b)            As

of the date of this Agreement, neither Public Company nor any of its Subsidiaries has received any written notice, demand, letter, claim

or request for information alleging that Public Company or any of its Subsidiaries may be in material violation of or have material Liability

or obligations under, any Environmental Law.

Public Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental

Entity or is subject to any indemnity or other agreement with any third party relating to any material Liability under any Environmental

Law or relating to Hazardous Substances.

4.14          Compliance

With Laws. Except as would not reasonably be expected to result in a Public Company Material Adverse Effect, Public Company and each

of its Subsidiaries have during the last three (3) years complied with, are not in material violation of, and, as of the date of

this Agreement, have not received any written notice from any Governmental Entity alleging any violation with respect to, any applicable

provisions of any Law related to the conduct of their respective business or the ownership or operation of their respective properties

or assets.

4.15          Permits

and Regulatory Matters.

Except as would not reasonably

be expected to result in a Public Company Material Adverse Effect:

(a)            Public

Company and each of its Subsidiaries have all required Permits that are material to the conduct of their businesses as currently conducted,

including all such Permits required by the FDA, such as authorization of an IND, or by any other Regulating Authorities (the “Public

Company Authorizations”).

(b)            All

Permits that are necessary for the conduct of the business of Public Company as currently conducted are in full force and effect. No

Public Company Authorization shall cease to be effective as a result of the consummation of the transactions contemplated by this Agreement.

Public Company and its Subsidiaries are in compliance in all material respects with the terms of each such Public Company Authorization.

All material applications, reports, notices and other documents required to be filed by Public Company and its Subsidiaries with all

Governmental Entities have been timely filed and are complete and correct in all material respects as of the date filed or as amended

prior to the date of this Agreement. None of Public Company, its Subsidiaries nor, to Public Company’s knowledge, any officer,

employee or agent of Public Company or any of its Subsidiaries has been convicted of any crime or engaged in any conduct that has previously

caused or would reasonably be expected to result in (i) disqualification or debarment by the FDA under 21 U.S.C. Sections 335(a) or

(b), or any similar Law of any other Governmental Entity, or (ii) exclusion under 42 U.S.C. Section 1320a-7 or any similar

Law of any Governmental Entity.

Company and its Subsidiaries are and during the last three (3) years have been in material compliance, to the extent applicable,

with all Laws applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling,

promotion, sale, offer for sale, storage, import, export or disposal of any pharmaceutical or biological product tested, developed, promoted,

marketed, manufactured or distributed by Public Company; (ii) neither Public Company nor any of its Subsidiaries has received during

the last three (3) years any written notices or correspondence from any Governmental Entity alleging or asserting any material noncompliance

with any Public Company Authorizations; and (iii) neither Public Company nor any of its Subsidiaries has received during the last

three (3) years written notice that any Governmental Entity has taken or is intending to take action to limit, suspend, modify or

revoke any Public Company Authorizations (except where such limitation, suspension, modification, or revocation would not reasonably

be expected to have a Public Company Material Adverse Effect) and, to the knowledge of Public Company, there is no action or proceeding

pending or threatened against Public Company by a Governmental Entity (including any prosecution, injunction, seizure, civil fine, suspension

or recall), in each case alleging that Public Company or any of its Subsidiaries is in material noncompliance with applicable Laws, regulations

or orders implemented by the FDA or any other Governmental Entity exercising comparable authority. Neither Public Company nor any of

its Subsidiaries nor, to Public Company’s knowledge, any of their respective officers, employees or agents has made an untrue statement

of a material fact or fraudulent statement to any Governmental Entity relating to the Public Company Authorizations or failed to disclose

a material fact required to be disclosed to any Governmental Entity relating to the Public Company Authorizations.

(d)            To

Public Company’s knowledge, all studies, tests, preclinical and clinical investigations and trials sponsored or conducted by, or

conducted on behalf of, Public Company or any of its Subsidiaries were and, if still pending, are being conducted in compliance in all

material respects with applicable Laws. Public Company is not aware of any studies, tests or trials the results of which would cause

Public Company or any of its Subsidiaries to reasonably believe the results would have a material adverse effect on the studies, tests

and trials conducted by or on behalf of Public Company or any of its Subsidiaries, and neither Public Company nor any of its Subsidiaries

has received during the last three (3) years any written notices from any Governmental Entity, institutional review board, independent

ethics committee, data and safety monitoring board, or other oversight body with respect to any clinical or pre-clinical studies or tests,

or chemistry, manufacturing, and control quality issues, requiring the termination, suspension or material modification of any such studies,

tests or chemistry, manufacturing and control activities and, to Public Company’s knowledge, there are no facts that would reasonably

be expected to give rise to such an action (except where such material modification would not reasonably be expected to have a Public

Company Material Adverse Effect, such as modifications that are part of routine correspondence with or sponsor-solicited feedback from

any Governmental Entity).

4.16          Insurance.

Public Company and its Subsidiaries maintain insurance policies (the “Public Company Insurance Policies”), including

insurance covering directors and officers for securities Law and other customary liabilities, with reputable insurance carriers against

all risks of a character and in such amounts as are usually insured against by similarly situated companies in the same or similar businesses.

Each Public Company Insurance Policy is in full force and effect. Except as set forth on Section 4.16 of the Public Company

Disclosure Schedule, none of the Public Company Insurance Policies shall terminate or lapse (or be affected in any other adverse manner)

by reason of any of the transactions contemplated by this Agreement. Public Company and each of its Subsidiaries have complied in all

material respects with the provisions of each Public Company Insurance Policy under which it is the insured party. No insurer under any

Public Company Insurance Policy has cancelled or generally disclaimed Liability under any such policy or indicated any intent to do so

or not to renew any such policy. Public Company has delivered to Merger Partner accurate and complete copies of all material insurance

policies and all material self-insurance programs and arrangements relating to the business, assets, liabilities and operations of Public

Company and its Subsidiaries.

4.17          Employee

Benefit Plans.

(a)            Each

Public Company Employee Plan is and has been established and administered in all material respects in compliance with ERISA, the Code,

the ACA, and all other applicable Laws and the regulations thereunder and in accordance with its terms, and each of Public Company and

its Subsidiaries has in all material respects met its obligations with respect to such Public Company Employee Plan. All required contributions

to, and premiums payable in respect of, each Public Company Employee Plan have been timely made within the time periods, if any, prescribed

by ERISA, the Code or other applicable Law or, to the extent not required to be made on or before the date of this Agreement, have been

properly accrued on Public Company’s financial statements in accordance with GAAP. There is and has in the past three (3) years

been no audit, investigation or other proceeding (including any voluntary correction application) pending against or involving any Public

Company Employee Plan, and to the knowledge of Public Company, no such audit, investigation or other proceeding is or has in the past

three (3) years been threatened.

(b)            With

respect to the Public Company Employee Plans, there are no material benefit obligations for which contributions have not been made or

properly accrued and there are no material benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted

in accordance with GAAP, on the financial statements of Public Company or any of its Subsidiaries.

Public Company Employee Plans that are intended to be qualified under Section 401(a) of the Code have received determination

or opinion letters from the IRS to the effect that such Public Company Employee Plans are qualified and the plans and trusts related

thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination

or opinion letter has been revoked and, to the knowledge of Public Company, no revocation has been threatened and no event has occurred

that would reasonably be expected to adversely affect the qualified status of any such Public Company Employee Plan.

(d)            Neither

Public Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates has (i) ever maintained, contributed to,

or had any Liability with respect to an Employee Benefit Plan that is or was a defined benefit pension plan as defined in Sections 3(2) and

3(35) of ERISA or was ever subject to Section 412 or 430 of the Code or Title IV of ERISA, or (ii) ever been obligated to contribute

to a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA). No Public Company Employee Plan

that is intended to be qualified under Section 401(a) of the Code is funded by, associated with or related to a “voluntary

employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. No Public Company Employee

Plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer

welfare arrangement” as defined in Section 3(40) of ERISA.

(e)            No

Public Company Employee Plan provides, and neither Public Company nor any of its ERISA Affiliates has any obligation to provide, any

post-termination health, disability or life insurance benefits to any individual, except as required by (i) COBRA or similar state

Law or (ii) contractually required subsidies for COBRA coverage during a severance period under an agreement listed on Section 4.17(e) of

the Public Company Disclosure Schedule.

(f)            Each

Public Company Employee Plan that is a group health plan under Section 733(a)(1) of ERISA has satisfied, in all material respects,

all obligations under COBRA and each applicable state Law relating to continuation of health coverage for participants and beneficiaries

with respect to any qualifying event that has occurred on or before the Closing Date. Neither Public Company nor any of the Public Company

Employee Plans has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to, any Tax, penalty, assessment,

or other Liability that may be imposed under the ACA or Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code or with respect to any

requirement to timely file ACA information returns with the IRS or provide statements to participants under Section 6056 or 6055

of the Code or state requirements as applicable, or pursuant to Sections 4976 through 4980 of the Code or Title I of ERISA with respect

to any of the Public Company Employee Plans. No IRS Letter 226J, 5699, 5698, or IRS Notice 972CG has been issued to or with respect to

Public Company or any Public Company Employee Plan.

(g)            Except

as contemplated by this Agreement or as set forth on Section 4.17(g) of the Public Company Disclosure Schedule, neither

the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction

with additional or subsequent events, including any termination of employment or service), will (i) result in any payment (including

any severance or bonus payment) becoming due to any current or former employee or other individual service provider of Public Company

or any of its Subsidiaries, (ii) result in any forgiveness of indebtedness to any current or former employee or other individual

service provider of Public Company or any of its Subsidiaries, (iii) increase, or result in an acceleration of the time of payment

or vesting of, the compensation or benefits otherwise due to any current or former employee or other individual service provider of Public

Company or any of its Subsidiaries, (iv) trigger any payment or funding of any compensation or benefits under any Public Company

Employee Plan, or (v) result in any restriction on the right of Public Company, Merger Partner or any of their respective Subsidiaries

to merge, amend, terminate or transfer any Public Company Employee Plan.

(h)            No

Public Company Employee Plan provides, and neither Public Company nor any of its ERISA Affiliates has any obligation to provide, any

gross-up, indemnification or reimbursement of any Taxes, including, without limitation, Taxes incurred under Section 4999 or 409A

of the Code.

(i)            Each

Public Company Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of

the Code) complies and has complied, in all material respects, in form and operation with Section 409A of the Code and all IRS regulations

and other guidance thereunder. No event has occurred that would be treated by Section 409A(b) of the Code as a transfer of

property for purposes of Section 83 of the Code.

(j)            No

Public Company Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States.

4.18          Employees.

(a)            To

the knowledge of Public Company, as of the date of this Agreement, no employee of Public Company or any of its Subsidiaries is in material

violation of any material term of any non-competition agreement, or any restrictive covenant to a former employer relating to the right

of any such employee to be employed by Public Company or any of its Subsidiaries because of the nature of the business currently conducted

by Public Company. To the knowledge of Public Company, as of the date of this Agreement, no Public Company Key Employee or group of Public

Company Key Employees has any plans to terminate employment with Public Company or any of its Subsidiaries.

(b)            Neither

Public Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, contract or other

agreement or understanding with a labor union or labor organization, nor, to the knowledge of Public Company, have there been any labor

organizing activities with respect to any employees of Public Company or any of its Subsidiaries. During the three (3) years prior

to the date hereof, neither Public Company nor any of its Subsidiaries is or has been the subject of any proceeding asserting that it

has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor is there or

has there been pending or, to the knowledge of Public Company, threatened, any labor strike, dispute, walkout, work stoppage, slow-down

or lockout or other labor dispute involving Public Company or any of its Subsidiaries.

Company and each of its Subsidiaries is and has been for the three (3) years prior to the date hereof in compliance in all material

respects with all applicable Laws related to employment (including verification of employment eligibility), employment practices (including

without limitation Laws related to discrimination, harassment, and retaliation), terms and conditions of employment and wages and hours

(including, without limitation, classification of employees) with respect to any employee (as defined by, or determined in accordance

with, applicable Laws). To the knowledge of Public Company, all Workers of Public Company and each of its Subsidiaries are lawfully authorized

to work in the applicable jurisdiction.

(d)            Neither

Public Company nor any of its Subsidiaries has received written notice of any charge or complaint pending before the Equal Employment

Opportunity Commission or other Governmental Entity alleging unlawful discrimination, harassment, retaliation or any other violation

of or non-compliance with applicable Law relating to the employment, treatment, or termination of any employees of Public Company or

any of its Subsidiaries, nor, to the knowledge of Public Company, has any such charge been threatened during the three (3) years

prior to the date hereof. No current or former employee of Public Company or any of its Subsidiaries has, pursuant to internal complaint

procedures, made a written complaint of discrimination, retaliation or harassment against any Public Company Key Employee, member of

Public Company’s leadership team or other supervisory employee, nor, to Public Company’s knowledge, has an oral complaint

of any of the foregoing been made during the three (3) years prior to the date hereof.

(e)            Neither

Public Company nor any of its Subsidiaries has caused a plant closing as defined in the WARN Act affecting any site of employment or

one or more operating units within any site of employment, or a mass layoff as defined in the WARN Act, nor has Public Company or any

of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger

application of any similar state or local Law.

4.19          Opinion

of Financial Advisor. The Public Company Board has received an opinion of Oppenheimer & Co. Inc. (the “Public Company

Financial Advisor”) to the effect that as of the date of such opinion, and subject to the assumptions, qualifications, limitations

and other matters set forth therein and such other factors deemed relevant by the Public Company Financial Advisor, the aggregate consideration

to be paid by Public Company pursuant to this Agreement is fair, from a financial point of view, to Public Company. It is agreed and

understood that such opinion is furnished solely for the use of the Public Company Board and may not be relied upon by Merger Partner

or any other party.

4.20          Valid

Issuance. The Public Company Common Stock to be issued in the Share Issuances will, when issued in accordance with the provisions

of this Agreement, be validly issued, fully paid and nonassessable.

4.21          “Combinations

with Interested Stockholders” Statutes. Assuming the accuracy of the representations and warranties of Merger Partner in Section 3.23,

the Public Company Board has taken all actions so that (i) restrictions applicable to business combinations contained in Section 203

of the DGCL, and (ii) the restrictions contained in NRS 78.411 through 78.444, inclusive, applicable to a “combination”

(as defined in NRS 78.416), and in NRS 78.378 through 78.3793, inclusive, applicable to any “acquisition” (as defined in

NRS 78.3783), in each case, shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Mergers

or the other transactions contemplated by this Agreement.

4.22          Brokers;

Fees and Expenses. Except as set forth on Section 4.22 of the Public Company Disclosure Schedule (which shall include

the Public Company Financial Advisor), no agent, broker, investment banker, financial advisor or other firm or Person is or shall be

entitled, as a result of any action, agreement or commitment of Public Company or any of its Subsidiaries, to any broker’s, finder’s,

financial advisor’s or other similar fee or commission in connection with any of the transactions contemplated by this Agreement.

4.23          Operations

of Merger Subs. Each of Merger Sub and Merger Sub II was formed solely for the purpose of engaging in the transactions contemplated

by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

Neither Merger Sub nor Merger Sub II has any assets or liabilities other than those incident to its formation, the execution of this

Agreement and the completion of the transactions hereunder.

4.24          Certain

Business Relationships with Affiliates. Except as otherwise set forth on Section 4.24 of the Public Company Disclosure

Schedule, neither any Affiliate of Public Company (other than a wholly owned Subsidiary of Public Company) nor any of its or their current

equityholders, directors, officers, or employees (a) owns any material property or right, tangible or intangible, which is used

in the business of Public Company or any of its Subsidiaries, (b) has any material claim or cause of action against Public Company

or any of its Subsidiaries, (c) owes any material money to, or is owed any material money by, Public Company or any of its Subsidiaries

or (d) has or has had any direct or indirect interest of any kind in, or controls or has controlled, or is an officer, manager,

director, equityholder, member or partner of, or consultant to, or lender to or borrower from or has the right to participate in the

profits of, as applicable, (i) any Person that is a client, customer, supplier, vendor, distributor, lessor, lessee, debtor, creditor

or competitor of Public Company or any of its Subsidiaries or (ii) any property, asset or right that is owned, held or used by Public

Company or any of its Subsidiaries. Section 4.24 of the Public Company Disclosure Schedule describes any material Contracts

between Public Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof (other than a wholly owned Subsidiary of

Public Company) or any officer, manager, director, equityholder or employee of such Affiliate, on the other hand, which were entered

into or have been in effect at any time since January 1, 2025, other than any employment or service Contracts, invention assignment

agreements and other Contracts relating to or entered into in connection with any employment or service, including any Contracts relating

to stock purchases and awards, stock options and other equity or equity-based incentive arrangements, in each case relating to compensation

and entered into in the Ordinary Course of Business.

4.25            Controls

and Procedures, Certifications and Other Matters.

(a)            Public

Company and each of its Subsidiaries maintain accurate books and records reflecting their assets and liabilities and maintain proper

and adequate internal control over financial reporting designed to provide assurance that (i) transactions are executed with management’s

authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of Public Company and

to maintain accountability for Public Company’s and each of its Subsidiaries’ consolidated assets, (iii) access to assets

of Public Company and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting

of assets of Public Company and its Subsidiaries is compared with existing assets at regular intervals and (v) accounts, notes and

other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection

thereof on a current and timely basis.

(b)            Public

Company maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls

and procedures are reasonably designed to ensure that all material information concerning Public Company and its Subsidiaries is made

known on a timely basis to the individuals responsible for the preparation of Public Company’s filings with the SEC and other public

disclosure documents.

as otherwise set forth on Section 4.25(c) of the Public Company Disclosure Schedule, neither Public Company nor any

of its Subsidiaries has, since Public Company became subject to the reporting requirements of Section 13 or Section 15(d) of

the Exchange Act, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in

the form of a personal loan or otherwise, to or for any director or executive officer of Public Company or any of its Subsidiaries. Section 4.25(c) of

the Public Company Disclosure Schedule identifies any loan or extension of credit maintained by Public Company or any Subsidiary

to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

4.26            IT;

Privacy and Data Protection.

(a)            The

information technology systems, networks, software, hardware, databases, websites, and related infrastructure (collectively, the “Public

Company IT Systems”) owned, licensed, leased, or otherwise used by Public Company and its Subsidiaries perform in all material

respects in accordance with their applicable documentation and specifications. The Public Company IT Systems are sufficient in all material

respects for the current operation of Public Company and each of its Subsidiaries as presently conducted. To the knowledge of Public

Company, the Public Company IT Systems do not contain any material bugs, defects, errors, viruses, Trojan horses, or other corruptants

that would reasonably be expected to result in a material disruption to, or material degradation of, the performance or functionality

of such Public Company IT Systems.

(b)            Public

Company and its Subsidiaries have complied at all times, and currently comply, in each case, in all material respects, with any applicable

data protection and privacy Law with respect to their businesses, including, as applicable, with respect to (i) applicable requirements

relating to notification and/or registration of processing of personal data with any applicable national data protection regulator, (ii) requests

from data subjects under applicable data protection and privacy Laws, and (iii) where necessary, the obtaining of consent to the

processing of personal data and/or direct marketing activity. Public Company and each of its Subsidiaries have all material rights necessary

to process all personal data used in the business of Public Company or such Subsidiary, as applicable. Neither Public Company nor any

of its Subsidiaries has received any written notice or complaint from any individual, third party and/or regulatory authority (x) alleging

non-compliance by Public Company or any of its Subsidiaries with any applicable data protection and privacy Law (including any prohibition

or restriction on the transfer of data to any jurisdiction) or (y) claiming compensation for or an injunction for non-compliance

with any applicable data protection and privacy Law.

Company and each of its Subsidiaries have established and maintain commercially reasonable technical, physical and organizational controls,

policies, procedures, safeguards, measures and security systems, plans and technologies in material compliance with requirements under

applicable privacy and data protection Laws. During the three (3) years prior to the date hereof, no material breach or material

security incident in relation to Public Company’s or any of its Subsidiaries’ personal data and/or proprietary data has occurred

that would require Public Company or any of its Subsidiaries to notify individuals or Governmental Entities, and there has been no unauthorized

or illegal processing of, or accidental or unlawful destruction, loss or alteration of, any of Public Company’s or its Subsidiaries’

personal data and/or proprietary data.

4.27            No

Shell Company Status. Public Company is not, and has never been, a “shell company” as such term is defined in Rule 405

under the Securities Act.

4.28            No

Other Representations or Warranties. Each of Public Company, Merger Sub and Merger Sub II hereby acknowledges and agrees that, except

for the representations and warranties contained in Article III of this Agreement, none of Merger Partner or any other Person

on behalf of Merger Partner makes any express or implied representation or warranty with respect to Merger Partner or its financial condition,

business, results of operations, properties, assets, liabilities, or prospects or otherwise or with respect to any other statements made

or information provided to Public Company, Merger Sub, Merger Sub II or any of their Affiliates in connection with the transactions contemplated

hereby, and (subject to the express representations and warranties of Merger Partner set forth in Article III (in each case

as qualified and limited by the Merger Partner Disclosure Schedule)) none of Public Company, Merger Sub, Merger Sub II or any of their

respective Affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, or any other Person, has relied

on any representations, warranties, statements, or information (including the accuracy or completeness thereof).

Article V.

CONDUCT OF BUSINESS

5.1            Covenants

of Merger Partner. Except as set forth in Section 5.1 of the Merger Partner Disclosure Schedule, as expressly provided

herein, or as consented to in writing by Public Company (which consent shall not be unreasonably withheld, conditioned or delayed), or

to the extent necessary to comply with any applicable Law, or as required in connection with the Concurrent Financing or the Bridge Financing,

from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the

Initial Effective Time, Merger Partner shall use commercially reasonable efforts to act and carry on its business in the Ordinary Course

of Business and to preserve intact the present business organizations and goodwill of the business and the present relationships of the

business with material customers and suppliers. Without limiting the generality of the foregoing, except as set forth in Section 5.1

of the Merger Partner Disclosure Schedule, or as expressly provided herein, or to the extent necessary to comply with any applicable

Law, or as required in connection with the Concurrent Financing or the Bridge Financing, from and after the date of this Agreement until

the earlier of (i) the termination of this Agreement in accordance with its terms or (ii) the Initial Effective Time, Merger

Partner shall not, directly or indirectly, do any of the following without the prior written consent of Public Company (which consent

shall not be unreasonably withheld, conditioned or delayed):

(a)            (i) declare,

set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any

of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other

securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities, other than issuances

upon the conversion of outstanding convertible securities of Merger Partner; or (iii) purchase, redeem or otherwise acquire any

shares of its capital stock or any other of its securities or any rights, warrants or options to acquire any such shares or other securities;

(b)            issue,

deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of its capital stock, any other voting securities or any

securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or

convertible or exchangeable securities;

its Organizational Documents or effect or be a party to any merger, consolidation, share exchange, business combination, liquidation,

dissolution, reorganization, statutory conversion, recapitalization, reclassification of shares, stock split or reverse stock split or

form any new Subsidiary or acquire any equity interest or other interest in any other Person;

(d)            acquire

(i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other

manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization

or division thereof or (ii) any assets that are material, individually or in the aggregate, to Merger Partner and the Merger Partner

Subsidiary, taken as a whole;

(e)            sell,

lease, license, pledge, or otherwise dispose of or encumber any properties or assets material to Merger Partner;

(f)            enter

into any material transaction or other transaction or Contract which requires future payments by Merger Partner of more than $50,000

in the aggregate;

(g)            transfer,

sell, lease, exclusively license or otherwise dispose of, any material Merger Partner Intellectual Property;

(h)            initiate,

threaten, compromise or settle any litigation or arbitration proceeding (other than any litigation to enforce its rights under this Agreement),

other than a Permitted Settlement;

(i)            (i) incur

or suffer to exist any Indebtedness or guarantee any such Indebtedness of another Person in excess of $50,000.00 in the aggregate, (ii) issue,

sell, or amend any debt securities or warrants or other rights to acquire any debt securities of Merger Partner, guarantee any debt securities

of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another

Person, or enter into any arrangement having the economic effect of any of the foregoing, or (iii) make any loans, advances or capital

contributions to, or investment in, any other Person;

(j)            create

or otherwise incur any encumbrance on any material asset of Merger Partner or any of its Subsidiaries, other than Permitted Liens;

(k)            incur,

pay or otherwise agree to bear any Transaction Expenses in excess of the threshold set forth in Section 5.1(k) of the

Merger Partner Disclosure Schedule;

(l)            forgive

any loans to any Person, including its employees, officers, directors or Affiliates;

(m)            except

as required by the terms of any Merger Partner Employee Plan as in effect on the date of this Agreement, (i) enter into, adopt,

amend or terminate any Merger Partner Employee Plan (or any other employee benefit or compensation plan, program, policy, agreement or

arrangement that would have constituted a Merger Partner Employee Plan had it been in effect on the date of this Agreement) or any collective

bargaining agreement, (ii) increase or alter the compensation (including any compensation opportunities) or benefits of, or pay

or grant any bonus or bonus opportunity or severance, change in control, retention, transaction or other similar compensation or benefits,

to, any director, officer, employee or consultant, other than (x) annual merit-based increases in base salary or wage rate of employees

who are not Merger Partner Key Employees made in the Ordinary Course of Business and that do not in the aggregate exceed five percent

(5%) of the aggregate cost of annual base salaries and annualized wage rate in effect as of the date hereof, and (y) annual modifications

to health and welfare plans and arrangements in the Ordinary Course of Business that do not materially increase the costs of such arrangements

or result in the provision of any material benefit that is not provided as of the date hereof, (iii) amend or accelerate the payment,

right to payment or vesting of any compensation or benefits, including any outstanding equity or equity-based incentive awards, (iv) pay

any benefit not provided for as of the date of this Agreement under any Merger Partner Employee Plan, (v) grant any awards under

any Merger Partner Employee Plan (or under any other employee benefit or compensation plan, program, policy, agreement or arrangement

that would have constituted a Merger Partner Employee Plan had it been in effect on the date of this Agreement), (vi) take any action

other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under any Merger

Partner Employee Plan (or under any other employee benefit or compensation plan, program, policy, agreement or arrangement that would

have constituted a Merger Partner Employee Plan had it been in effect on the date of this Agreement), (vii) hire, promote, engage

or terminate (other than for cause) any employee or other individual service provider, other than hires, promotions and terminations

of employees in the Ordinary Course of Business in a position with an annual base salary or annualized base wage rate of less than $100,000,

or (viii) waive or release any noncompetition, non-solicitation, confidentiality, assignment of Intellectual Property or other restrictive

covenant obligation of any current or former employee or other individual service provider of Merger Partner or the Merger Partner Subsidiary;

(n)            enter

into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any

lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend or modify any agreement that

terminated any Merger Partner Lease;

(o)            make

(i) any capital expenditures or other expenditures with respect to property, plant or equipment or (ii) any other expenditures

in excess of $50,000.00 per expenditure, except (A) payroll expenditures paid in the Ordinary Course of Business to Merger Partner

Key Employees, or (B) as required by Contracts set forth in Section 3.11(a) of the Merger Partner Disclosure Schedule;

(p)            make

any changes in accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or, except as

so required, change any assumption underlying, or method of calculating, any bad debt, contingency or other reserve;

(q)            (i) modify

or amend in any material respect, or terminate, any material contract or agreement to which Merger Partner or the Merger Partner Subsidiary

is party, or (ii) knowingly waive, release or assign any material rights or claims (including any write-off or other compromise

of any accounts receivable of Merger Partner or the Merger Partner Subsidiary);

(r)            delay

or fail to pay accounts payable and other obligations when due;

(s)            (i) enter

into any contract or agreement relating to the rendering of services or the distribution, sale or marketing by third parties of its products

or products licensed to Merger Partner or the Merger Partner Subsidiary or (ii) license any Intellectual Property rights to or from

any third party;

(t)            open

or close any facility or office;

(u)            make

(to the extent inconsistent with past practice), change or revoke any material Tax election, change any material method of Tax accounting,

enter into any closing agreement in respect of material Taxes, waive or extend any statute of limitations with respect to material Taxes

(other than any automatic extension granted by operation of Law), settle or compromise any material Tax Liability, claim or assessment,

knowingly surrender any right to claim a refund of material Taxes, or amend any material Tax Return; or

(v)            authorize

any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions or any action that would reasonably be expected

to, individually or in the aggregate, (i) make any representation or warranty of Merger Partner in this Agreement untrue or incorrect,

or (ii) impair, delay or prevent the satisfaction of any conditions in Article VII hereof.

5.2            Covenants

of Public Company. Except as set forth in Section 5.2 of the Public Company Disclosure Schedule or as expressly

provided herein or as consented to in writing by Merger Partner (which consent shall not be unreasonably withheld, conditioned or delayed)

or to the extent necessary to comply with any applicable Laws, or as required in connection with the Concurrent Financing, from and after

the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Initial Effective

Time, Public Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to act and carry on its

business in the Ordinary Course of Business and to preserve intact the present business organizations and goodwill of the business and

the present relationships of the business with material customers and suppliers. Without limiting the generality of the foregoing, except

as set forth in Section 5.2 of the Public Company Disclosure Schedule, as expressly provided herein, as required in connection

with the Concurrent Financing, or to the extent necessary to comply with any applicable Law, from and after the date of this Agreement

until the earlier of (i) the termination of this Agreement in accordance with its terms or (ii) the Initial Effective Time,

Public Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the

prior written consent of Merger Partner (which consent shall not be unreasonably withheld, conditioned or delayed):

(a)            (i) declare,

set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any

of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other

securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities, other than as

set forth in Section 5.2(a) of the Public Company Disclosure Schedule (which shall describe each such anticipated issuance,

including the type of security, the number of shares or units, the consideration therefor, and the intended timing); or (iii) purchase,

redeem or otherwise acquire any shares of its capital stock (other than the withholding of shares to satisfy Tax withholding obligations

upon the exercise, vesting or settlement of Public Company Equity Awards in accordance with their terms and, as applicable, the Public

Company Stock Plans as in effect on the date hereof) or any other of its securities or any rights, warrants or options to acquire any

such shares or other securities;

(b)            issue,

deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of its capital stock, any other voting securities or any

securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or

convertible or exchangeable securities, in each case other than (x) the issuance of shares of Public Company Series B Preferred

Stock or Public Company Common Stock or warrants to acquire shares of Public Company Series B Preferred Stock or Public Company

Common Stock pursuant to the Concurrent Financing, (y) upon the exercise of Public Company Stock Options or Public Company Warrants,

the vesting or settlement of Public Company RSU Awards or Public Company PSU Awards, or conversion of Public Company Preferred Stock,

in each case outstanding on the date of this Agreement in accordance with their present terms (including cashless exercises), or (z) issuances

of awards or shares under the Public Company Stock Plans in the Ordinary Course of Business;

its Organizational Documents or effect or be a party to any merger, consolidation, share exchange, business combination, liquidation,

dissolution, reorganization, statutory conversion, recapitalization, reclassification of shares, stock split or reverse stock split or

form any new Subsidiary or acquire any equity interest or other interest in any other Person;

(d)            acquire

(i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other

manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization

or division thereof, or (ii) any assets that are material, individually or in the aggregate, to Public Company and its Subsidiaries,

taken as a whole;

(e)            sell,

lease, license, pledge, or otherwise dispose of or encumber any properties or assets material to Public Company or any of its Subsidiaries;

(f)            transfer,

sell, lease, exclusively license, or otherwise dispose of any material Public Company Intellectual Property; or

(g)            authorize

any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions or any action that would reasonably be expected

to, individually or in the aggregate, make any representation or warranty of Public Company in this Agreement untrue or incorrect in

any material respect, or would materially impair, delay or prevent the satisfaction of any conditions in Article VII hereof.

5.3            Confidentiality.

The parties acknowledge that Public Company and Merger Partner have previously executed a letter agreement, dated as of July 24,

2026 (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in

accordance with its terms, except as expressly modified by this Agreement.

Article VI.

ADDITIONAL AGREEMENTS

6.1            No

Solicitation.

(a)            No

Solicitation or Negotiation. Except as set forth in this Section 6.1, until the earlier to occur of (i) the termination

of this Agreement pursuant to Article VIII or (ii) the Initial Effective Time, each of Merger Partner, Public Company

and their respective Subsidiaries shall not, and each of Merger Partner and Public Company shall cause their respective directors, officers,

employees and consultants not to, and shall instruct their respective attorneys and financial advisors (“Representatives”)

not to, directly or indirectly:

(i)            solicit,

seek, encourage, induce or initiate or knowingly take any action to facilitate or encourage any offers, inquiries or the making of any

proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or Acquisition Inquiry;

(ii)            enter

into, continue or otherwise participate or engage in any discussions or negotiations regarding any Acquisition Proposal or Acquisition

Inquiry, or furnish to any Person any non-public information or afford any Person other than Public Company or Merger Partner, as applicable,

access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any

offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition

Proposal;

(iii)            take

any action to make the provisions of any “fair price”, “business combination” or “control share acquisition”

statute or other similar statute or regulation inapplicable to any transactions contemplated by an Acquisition Proposal; or

(iv)            publicly

propose to do any of the foregoing described in clauses (i) through (iii).

Notwithstanding the foregoing or anything to

the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), prior to the Specified Time, each of

Public Company and Merger Partner, and their respective Representatives, may (A) furnish non-public information with respect to

Public Company and its Subsidiaries or Merger Partner, as the case may be, to any Qualified Person (and the Representatives of such Qualified

Person), or (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified

Person (and the Representatives of such Qualified Person) regarding any bona fide, unsolicited written Acquisition Proposal which such

party’s board of directors determines in good faith, after consultation with such party’s financial advisors and outside

legal counsel, constitutes, or is reasonably likely to result in, a Superior Proposal (and is not withdrawn); provided, (x) that

either Merger Partner or Public Company, as the case may be, receives from the Qualified Person an executed confidentiality agreement

on terms not less restrictive than those contained in the Confidentiality Agreement and, if entered into after the date of this Agreement,

containing additional provisions that expressly permit such party to comply with the terms of this Section 6.1 (a copy of

which shall be provided to the other party), (y) that the party seeking to make use of this proviso has not otherwise breached this

Section 6.1 with respect to such Acquisition Proposal or the Person making such Acquisition Proposal, and (z) the Merger

Partner Board or Public Company Board, as the case may be, has determined in good faith (after consultation with outside legal counsel)

that the failure to take such actions would be inconsistent with its fiduciary duties under applicable Law. It is understood and agreed

that any violation of the restrictions in this Section 6.1 (or action that, if taken by Public Company or Merger Partner,

as applicable, would constitute such a violation) by any director, officer, attorney, or financial advisor of Public Company or Merger

Partner shall be deemed to be a breach of this Section 6.1 by Public Company or Merger Partner, as the case may be.

(b)            No

Change in Recommendation or Alternative Acquisition Agreement. Prior to the Initial Effective Time:

(i)            (A) The

Merger Partner Board (and any committee thereof) shall not, except as set forth in this Section 6.1, (1) withhold, withdraw

or modify, or publicly propose to withhold, withdraw or modify, the approval or recommendation by the Merger Partner Board with respect

to the Merger Partner Stockholder Approvals, (2) fail to recommend against acceptance of a tender offer within ten (10) Business

Days after commencement, or (3) propose publicly to approve, endorse, adopt or recommend, or approve, endorse, adopt, or recommend

any Acquisition Proposal (each, a “Merger Partner Board Recommendation Change”) and (B) the Public Company Board

(and any committee thereof) shall not, except as set forth in this Section 6.1, (1) fail to include its recommendation

of the approval of the Requisite Public Company Stockholder Approvals, (2) withhold, withdraw or modify, or publicly propose to

withhold, withdraw or modify, the approval or recommendation by the Public Company Board with respect to the Requisite Public Company

Stockholder Approvals, (3) if, after the receipt by Public Company of an Acquisition Proposal, Merger Partner requests in writing

that the Public Company Board reconfirm its recommendation of the Requisite Public Company Stockholder Approvals, fail to do so within

ten (10) Business Days after its receipt of Merger Partner’s request, (4) fail to recommend against acceptance of a tender

offer within ten (10) Business Days after commencement or (5) approve, endorse, adopt or recommend, or propose publicly to

approve, endorse, adopt or recommend any Acquisition Proposal (each a “Public Company Board Recommendation Change”);

(ii)            each

of Public Company and Merger Partner shall not enter into any letter of intent, memorandum of understanding, agreement in principle,

acquisition agreement, merger agreement or similar agreement (an “Alternative Acquisition Agreement”) providing for

the consummation of a transaction contemplated by any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a) entered

into in the circumstances referred to in Section 6.1(a)); and

(iii)            each

of the Public Company Board and the Merger Partner Board, and each committee thereof, shall not, except as set forth in this Section 6.1,

adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal.

Notwithstanding the foregoing or anything to

the contrary set forth in this Agreement (including the provisions of this Section 6.1), at any time prior to the Specified

Time, the Public Company Board or the Merger Partner Board, as the case may be, may effect a Public Company Board Recommendation Change

or Merger Partner Board Recommendation Change, as the case may be, with respect to a Superior Proposal, if: (i) such board of directors

shall have determined in good faith (after consultation with outside legal counsel) that the failure to effect such Public Company Board

Recommendation Change or Merger Partner Board Recommendation Change, as applicable, would reasonably be expected to be inconsistent with

its fiduciary duties under applicable Law; (ii) such party has provided at least four (4) Business Days’ prior written

notice to the other party that it intends to effect a Public Company Board Recommendation Change or Merger Partner Board Recommendation

Change, as the case may be, and written copies of any relevant proposed transaction agreements with any party making a potential Superior

Proposal (including the identity of the Person making such Superior Proposal) (a “Recommendation Change Notice”) (it

being understood that the Recommendation Change Notice shall not constitute a Public Company Board Recommendation Change or Merger Partner

Board Recommendation Change for purposes of this Agreement); (iii) such party has complied in all material respects with the requirements

of this Section 6.1 in connection with any potential Superior Proposal; (iv) such party has, and has caused its financial

advisors and outside legal counsel to, during the four (4) Business Day period referred to in clause (ii) above, negotiate

with the other party in good faith to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal

ceases to constitute a Superior Proposal (to the extent the other party desires to negotiate); and (v) if the other party shall

have delivered to such party a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during the four

(4) Business Day period referred to in clause (ii) above, such party’s board of directors shall have determined in good

faith (after consultation with outside legal counsel), after considering the terms of such offer by the other party, that the failure

to effect a Public Company Board Recommendation Change or Merger Partner Board Recommendation Change, as the case may be, would reasonably

be expected to be inconsistent with its fiduciary duties under applicable Law. In the event of any material amendment to any Superior

Proposal (including any revision in the amount, form or mix of consideration such party’s stockholders would receive as a result

of such potential Superior Proposal), such party shall be required to provide the other party with notice of such material amendment

and there shall be a new two (2) Business Day period following such notification during which the parties shall comply again with

the requirements of this Section 6.1(b) and the board of directors of such party shall not make a Public Company Board

Recommendation Change or Merger Partner Board Recommendation Change, as applicable, prior to the end of any such period as so extended.

of Proposals. Each party will as promptly as reasonably practicable (and in any event within twenty-four (24) hours after receipt)

(i) notify the other party of its receipt of any Acquisition Proposal and (ii) provide to the other party a copy of such Acquisition

Proposal (if written), or a summary of the material terms and conditions of such Acquisition Proposal (if oral), including the identity

of the Person making such Acquisition Proposal, and copies of all written communications and materials from such Person with respect

to such actual or potential Acquisition Proposal. Such party in receipt of an Acquisition Proposal shall notify the other party, in writing,

of its first decision of its board of directors as to whether to consider any Acquisition Proposal or to enter into discussions or negotiations

concerning any Acquisition Proposal or to provide non-public information with respect to such party to any Person, which notice shall

be given as promptly as practicable after such determination was reached (and in any event no later than twenty-four (24) hours after

such determination was reached). Such party in receipt of an Acquisition Proposal will (A) provide the other party with written

notice setting forth such information as is reasonably necessary to keep such other party reasonably informed of the material terms of

any such Acquisition Proposal and of any material amendments or modifications thereto made by the Person making an Acquisition Proposal,

and (B) at least two (2) Business Days prior to the provision of any material non-public information of such party to any such

Person, provide such information to the other party (including by posting such information to an electronic data room), to the extent

such information has not previously been made available to the other party.

(d)            Certain

Permitted Disclosure. Nothing contained in this Agreement shall prohibit Merger Partner or Public Company or their respective boards

of directors from complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however,

that any disclosure made by Merger Partner or Public Company or their respective boards of directors pursuant to Rules 14d-9 and

14e-2(a) shall be limited to a statement that Merger Partner or Public Company, as applicable, is unable to take a position with

respect to the bidder’s tender offer unless the applicable board of directors determines, after consultation with its outside legal

counsel, that such statement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided,

further, that any such disclosures (other than a “stop, look and listen” communication or similar communication of

the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Merger Partner Board Recommendation

Change or Public Company Board Recommendation Change, as applicable, unless such communication expressly reaffirms its recommendation

for the Mergers and the other transactions contemplated hereby in such communication.

(e)            Cessation

of Ongoing Discussions. Each of Public Company and Merger Partner shall, and shall direct its Representatives to, cease immediately

all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or would

reasonably be expected to lead to, an Acquisition Proposal; provided, however, that the foregoing shall not

in any way limit or modify the rights of any party hereto under the other provisions of this Section 6.1. Public Company

and Merger Partner will each promptly revoke or withdraw access of any Person (other than Public Company, Merger Partner and their respective

Representatives) to any data room (virtual or actual) containing any non-public information with respect to Public Company or Merger

Partner, as applicable, that was established or shared in connection with any potential Acquisition Proposal and request from each third

party (other than Public Company, Merger Partner and their Representatives) the prompt return or destruction of all non-public information

with respect to Public Company or Merger Partner, as applicable, previously provided to such Person.

6.2            NYSE

American Listing. Public Company shall use its commercially reasonable efforts, and shall take all reasonably necessary actions,

to continue the listing of Public Company Common Stock on the NYSE American during the term of this Agreement (through and until the

Initial Effective Time) and to cause the shares of Public Company Common Stock being issued in connection with the First Merger (including

the Merger Partner Merger Shares, the Contingent Shares and any Adjustment Contingent Shares) to be approved for listing (subject to

notice of issuance) on the NYSE American at or prior to the Initial Effective Time (or, with respect to the Contingent Shares and any

Adjustment Contingent Shares, at or prior to the issuance of such Contingent Shares or any Adjustment Contingent Shares), including by

filing the NYSE American Listing Application or such additional listing applications as may be required, including with respect to the

Contingent Shares and any Adjustment Contingent Shares. Merger Partner will cooperate with Public Company to cause the NYSE American

Listing Application with respect to the Merger Partner Merger Shares to be conditionally approved prior to the Initial Effective Time

and shall promptly furnish to Public Company all information concerning Merger Partner and its officers, directors, and equityholders

and such other matters, in each case, that may be required or reasonably requested in connection with any action contemplated by this

Section 6.2.

6.3            Access

to Information. Each of Public Company and Merger Partner shall (and Public Company shall cause its Subsidiaries to) afford to the

other party’s officers, employees, accountants, counsel and other Representatives, reasonable access, during normal business hours

during the period prior to the Initial Effective Time, to all its properties, books, contracts, commitments, personnel and records and,

during such period, each of Public Company and Merger Partner shall (and Public Company shall cause its Subsidiaries to) furnish promptly

to the other party all information concerning its business, properties, assets and personnel as the other party may reasonably request

in furtherance of the consummation of the Mergers, the Concurrent Financing, the Bridge Financing or the other transactions contemplated

by this Agreement; provided, however, that a party may restrict the foregoing access to the extent that (a) any

applicable Law requires such restriction, (b) such access would give rise to a risk of waiving any attorney-client privilege, work

product doctrine or other applicable privilege, or (c) such access would be in breach of any confidentiality obligation or similar

obligation. Each of Public Company and Merger Partner will (and Public Company will cause its Subsidiaries to) hold any such information

which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation

pursuant to this Section 6.3 or otherwise shall affect or be deemed to modify any representation or warranty contained in

this Agreement or the conditions to the obligations of the parties to consummate the Mergers, and neither Public Company nor Merger Partner

shall be deemed to make any representation or warranty except as expressly set forth in this Agreement. Any information obtained pursuant

to the access contemplated by this Section 6.3 shall be subject to the Confidentiality Agreement, and each of Public Company

and Merger Partner shall not, and shall cause their respective Representatives not to, use any information obtained pursuant to this

Section 6.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any access

to any facilities of Merger Partner, Public Company, or any of their Subsidiaries, shall be subject to the reasonable security measures

and insurance requirements of Merger Partner, Public Company, or any of their Subsidiaries, as applicable, and shall not include the

right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I

or Phase II environmental assessments. Without limiting the generality of the foregoing, from the date of this Agreement until the Second

Effective Time, each of Public Company and Merger Partner shall promptly provide the other party with copies of any material notice,

report or other document received from any Governmental Entity in connection with the Mergers or any of the transactions contemplated

by this Agreement.

6.4            Public

Company Stockholder Approval; Form S-4 and Information Statement; Merger Partner Stockholder Approval; Merger Partner Information

Statement.

(a)            Public

Company Stockholder Approval. Immediately following the execution of this Agreement, in lieu of calling a meeting of the stockholders

of Public Company, Public Company shall solicit the written consent of the stockholders of Public Company sufficient to obtain the Requisite

Public Company Stockholder Approvals (the “Public Company Written Consent”). Promptly following receipt of the Public

Company Written Consent, duly executed by the requisite Public Company stockholders, and by no later than one (1) Business Day after

the execution and delivery of this Agreement, Public Company shall deliver to Merger Partner a copy of the Public Company Written Consent.

Public Company’s obligation to obtain the Requisite Public Company Stockholder Approvals by the Public Company Written Consent

in accordance with this Section 6.4(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement

or submission of any Acquisition Proposal. In connection with the Public Company Written Consent, (i) Public Company shall take

all actions necessary or advisable to comply, and shall comply in all respects, with all applicable Laws and Public Company’s Organizational

Documents and (ii) Public Company, in its capacity as the sole stockholder of Merger Sub and sole member of Merger Sub II, shall

approve the Mergers.

(b)            Form S-4

and Information Statement. As promptly as practicable after the execution of this Agreement, Public Company shall, in consultation

with Merger Partner and its counsel as provided below, prepare and file with the SEC a registration statement on Form S-4 to register

the shares of Public Company Common Stock to be issued pursuant to the Share Issuances (the “Form S-4”), which

Form S-4 shall also include a preliminary Information Statement. Public Company shall use its reasonable best efforts to have the

Form S-4 declared effective under the Securities Act as promptly as practicable after such filing date and shall also use its reasonable

best efforts to keep the Form S-4 effective for so long as is necessary to consummate the transactions contemplated hereby. As promptly

as reasonably practicable after the Form S-4 has been declared effective by the SEC, Public Company shall file with the SEC the

Information Statement in definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act, and mail a copy of the

Information Statement to Public Company’s stockholders of record in accordance with applicable Law. In connection with the Public

Company Written Consent, the Form S-4 and the Information Statement, Public Company shall take all actions necessary to comply,

and shall comply in all material respects, with applicable Law, the bylaws of Public Company, the Securities Act and the Exchange Act,

including Regulation 14C and Schedule 14C promulgated thereunder, as applicable. Public Company shall cause the Form S-4 and

the definitive Information Statement (or any amendment or supplement thereto), at the time filed with the SEC and, in the case of the

definitive Information Statement, at the time it is mailed to the stockholders of Public Company, not to (i) contain any untrue

statement of a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they are made, not misleading. Public Company and Merger Partner shall

cooperate with one another (i) in connection with the preparation of the Form S-4 and the Information Statement and (ii) in

taking such actions or making any such filings, furnishing information required in connection therewith or with the Form S-4 or

Information Statement. Merger Partner and its counsel shall be given a reasonable opportunity to review and comment on the Form S-4

and the Information Statement each time before it is filed with the SEC, and Public Company shall give reasonable and good faith consideration

to any comments made by Merger Partner and its counsel. No amendment or supplement to the Form S-4 or the Information Statement

shall be made by Public Company without the prior written consent of Merger Partner (such consent not to be unreasonably withheld, conditioned

or delayed). Public Company shall provide Merger Partner and its counsel with (i) any comments or other communications, whether

written or oral, that Public Company or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4

or the Information Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity

to participate in Public Company’s response to those comments and to provide comments on that response (to which reasonable and

good faith consideration shall be given by Public Company), including by participating with Public Company or its counsel in any discussions

or meetings with the SEC. Public Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect

to any and all comments received on the Form S-4 or the Information Statement from the SEC. If any information relating to Merger

Partner or Public Company, or any of their respective Affiliates or its or their respective Representatives, should be discovered by

a party hereto, which information should be set forth in an amendment or supplement to the Form S-4 or the Information Statement

so that the Form S-4 or the Information Statement would not include any misstatement of a material fact or omit to state any material

fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that

discovers such information shall as promptly as practicable following such discovery notify the other party or parties (as the case may

be) and after such notification, as and to the extent required by applicable Law, (i) Public Company shall promptly prepare (with

the assistance of Merger Partner as provided for in this Section 6.4(b)) an amendment or supplement to the Form S-4

or the Information Statement and (ii) Public Company shall cause the Form S-4 or the Information Statement as so amended or

supplemented to be filed with the SEC and, in the case of the Information Statement, to be disseminated to its stockholders. Public Company

shall advise Merger Partner (and, following the Initial Effective Time, the Securityholder Representative), promptly after it receives

notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification

of the Public Company Common Stock (or other Equity Interest) issuable in connection with the Share Issuances for offering or sale in

any jurisdiction, or any request by the SEC for amendment of the Information Statement or the Form S-4.

Partner Stockholder Approval. Promptly after the Form S-4 has been declared effective under the Securities Act, and in any event

no later than one (1) Business Day thereafter, Merger Partner shall distribute to its stockholders an action by written consent,

in form and substance reasonably acceptable to Public Company (the “Merger Partner Written Consent”), which shall

include a copy of the Form S-4, a copy of the Information Statement and a statement to the effect that the Merger Partner Board

recommended that Merger Partner’s stockholders vote to adopt this Agreement (the materials distributed to Merger Partner’s

stockholders, the “Merger Partner Stockholder Solicitation Materials”), in order to solicit the Requisite Merger Partner

Stockholder Approval, which shall (i) evidence the adoption of this Agreement and the approval of the First Merger and the other

transactions contemplated hereby, (ii) acknowledge that the approval given thereby is irrevocable and that such stockholder is aware

of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL and that such stockholder has received and

read a copy of Section 262 of the DGCL, and (iii) acknowledge that by its approval of the First Merger the stockholder is not

entitled to appraisal rights with respect to its shares in connection with the First Merger and thereby waives any rights to receive

payment of the fair value of its Merger Partner Capital Stock under Section 262 of the DGCL. Promptly following receipt of the Merger

Partner Written Consent, duly executed by the requisite Merger Partner stockholders, and in any event no later than five (5) Business

Days after the Form S-4 has been declared effective under the Securities Act, Merger Partner shall deliver to Public Company a copy

of the Merger Partner Written Consent. In connection with the Merger Partner Written Consent, Merger Partner shall take all actions necessary

or advisable to comply, and shall comply in all respects, with all applicable Laws and Merger Partner’s Organizational Documents.

Merger Partner’s obligations under this Section 6.4(c) shall not be affected by the commencement, public proposal,

public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. The

Merger Partner Written Consent (together with the Merger Partner Stockholder Solicitation Materials) shall be delivered to each stockholder

of Merger Partner who is entitled to vote upon adoption of this Agreement at the physical or electronic address on record for such stockholder.

(d)            Merger

Partner Information Statement. Promptly following receipt of the Requisite Merger Partner Stockholder Approval, Merger Partner shall

prepare and mail a notice to every stockholder of Merger Partner that did not execute the Merger Partner Written Consent, which shall

include a copy of the Form S-4 and a copy of the Information Statement (the “Merger Partner Information Statement”).

The Merger Partner Information Statement shall (i) provide the stockholders of Merger Partner to whom it is sent with notice of

the actions taken in the Merger Partner Written Consent, including the adoption of this Agreement and the approval of the First Merger

and the other transactions contemplated hereby in accordance with Section 228(e) of the DGCL and Merger Partner’s Organizational

Documents and (ii) contain the notice of availability of appraisal rights and related disclosure required by Section 262 of

the DGCL. The Merger Partner Information Statement shall be delivered to each stockholder of Merger Partner who did not execute the Merger

Partner Written Consent at the physical or electronic address on record for such stockholder.

(e)            Notwithstanding

the foregoing, nothing herein shall limit a party’s right to terminate this Agreement pursuant to Section 8.1.

6.5            Legal

Conditions to Mergers.

(a)            Subject

to the terms hereof, including Section 6.5(c) through Section 6.5(e), Merger Partner and Public Company

shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist

and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions

contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other

third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by Merger

Partner or Public Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement

and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and

thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (A) the Securities

Act and the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Laws, and (iv) execute

or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of,

this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in connection with the making of all such

filings. Merger Partner and Public Company shall use their respective reasonable best efforts to furnish to each other all information

required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all

information required to be included in the Form S-4 and the Information Statement) in connection with the transactions contemplated

by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.5(a) shall

modify or affect their respective rights and responsibilities under Section 6.5(c) through Section 6.5(e).

(b)            Each

of Merger Partner and Public Company shall use reasonable best efforts to give (or shall cause their respective Subsidiaries to give)

any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third

party consents related to or required in connection with the Mergers that are (i) necessary to consummate the transactions contemplated

hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the Public Company Disclosure

Schedule, as the case may be, or (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse

Effect or a Public Company Material Adverse Effect, as the case may be, from occurring prior to or after the Initial Effective Time.

to the terms hereof, Public Company and Merger Partner shall, and shall cause each of their respective Subsidiaries to, (i) cooperate

and use their respective reasonable best efforts to obtain any government clearances or approvals required under any federal, state or

foreign Law, regulation or decree designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or

restraint of trade (collectively, “Antitrust Laws”); (ii) respond to any requests for information from any Governmental

Entity under any Antitrust Law; (iii) obtain all necessary or advisable actions (or non-actions), decisions, orders and consents

from Governmental Entities under any Antitrust Law, including the expiration or termination of any applicable waiting periods under the

HSR Act or other Antitrust Laws; and (iv) make all registrations, declarations, notifications and filings as may be necessary or

advisable to (A) obtain any such action (or non-action), decision, order or consent or the expiration or termination of any such

waiting period, or (B) otherwise avoid any Action by any Governmental Entity under any Antitrust Law. Each party hereto shall consult

and cooperate with the other parties, and consider in good faith the views of the other parties, in connection with any analyses, appearances,

presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection

with any proceeding under or relating to any Antitrust Law.

(d)            Public

Company agrees not to, and agrees to cause each of its Subsidiaries and other Affiliates (including Merger Sub and Merger Sub II) not

to, (A) withdraw any filing made under Antitrust Law with respect to this Agreement or the Mergers, (B) otherwise extend, directly

or indirectly, any waiting period under the HSR Act or any other Antitrust Law with respect to this Agreement or the Mergers, (C) enter

into any agreement with a Governmental Entity to delay or not consummate the Mergers, or (D) other than in the Ordinary Course of

Business or as otherwise contemplated by this Agreement, knowingly acquire or agree to acquire (through acquisition, merger, consolidation,

other business combination, license, joint venture, collaboration or otherwise) any right, interest, asset (including any product or

product candidate), Equity Interest, security, business or Person (or division thereof), or enter into any Contract, arrangement or relationship,

if such acquisition or Contract, arrangement or relationship would be reasonably likely to (i) prevent or delay beyond the Outside

Date (x) the obtaining of any action (or non-action), decision or order of any Governmental Entity, or (y) the expiration or

termination of any applicable waiting period, in each case of (x) and (y), necessary to satisfy the conditions to the Closing set

forth in Section 7.1(c) and Section 7.1(h); (ii) materially increase the risk of any Governmental Entity

seeking or entering an order preventing (whether temporarily, preliminarily, permanently or otherwise) the consummation of the Mergers;

or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise; provided, however,

that nothing in this Section 6.5(d) shall prohibit any action required by applicable Law, required pursuant to existing

Contract obligations, or taken after prior consultation with Merger Partner.

(e)            Subject

to the terms and conditions of this Agreement, (i) each of the parties shall (and shall cause its Affiliates, if applicable, to)

as soon as reasonably practicable (and in any event within ten (10) Business Days after the date hereof) make an appropriate filing

of all Notification and Report forms as required by the HSR Act with respect to the Mergers, (ii) each of the parties shall (and

shall cause its Affiliates, if applicable, to), with the reasonable assistance of the other parties, as soon as reasonably practicable,

file any notifications or filings required under the Antitrust Laws of any foreign jurisdiction in connection with the transactions contemplated

hereby, and (iii) each of the parties shall (and shall cause its Affiliates, if applicable, to) reasonably cooperate with the other

parties in (A) determining whether any other registrations, declarations, notifications or filings are required or advisable to

be made with, or any other actions (or non-actions), decisions, orders or consents are required to be obtained from, any Governmental

Entity in connection with the Mergers, and (B) as promptly as reasonably practicable, preparing and submitting any such other registrations,

declarations, notifications or filings and seeking any such other actions (or non-actions), decisions, orders or consents. Each party

shall as promptly as reasonably practicable supply all information, documentation or testimony that may be requested from such party

by the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity in connection with any such HSR

Act filing (including in any “second request” under the HSR Act) or in connection with any such other required registration,

declaration, notification, filing, action (or non-action), decision, order or consent, including information, documentation or testimony

that may be requested by any such Governmental Entity in furtherance of its evaluation of the Mergers under applicable Antitrust Laws

or other applicable Law. Public Company (or one of its Subsidiaries or other Affiliate) shall be responsible for all filing fees under

the HSR Act and applicable Antitrust Laws of foreign jurisdictions incurred by such party, and each party shall pay all other out-of-pocket

fees and expenses (including fees and expenses of legal counsel and outside consultants) incurred by such party or its Affiliates in

connection with causing the expiration or termination of any applicable waiting periods under the HSR Act or other Antitrust Laws or

obtaining any other required actions (or non-actions), decisions, orders or consents from Governmental Entities.

6.6            Public

Disclosure. The initial press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually

agreed upon by Public Company and Merger Partner. No party shall, and no party shall permit any of its Subsidiaries or any of its Representatives

to, issue any other press release or otherwise make any public statement with respect to the Mergers or this Agreement unless required

by applicable Law or stock exchange rule, in which case the party required to make such disclosure shall use commercially reasonable

efforts to consult with the other party before making any such press release or public statement; provided that Public Company

and Merger Partner may comply with SEC requirements under the Securities Act or the Exchange Act that require any disclosure, without

the consent of the other parties hereto. Without limiting the foregoing, Public Company shall, by 9:30 a.m. Eastern Time, on the

first (1st) Business Day immediately following the date of exchange by the parties of the executed copies of the Merger Partner Written

Consent and Public Company Written Consent, file with the SEC a Current Report on Form 8-K in form and substance as approved by

Merger Partner (which approval shall not be unreasonably withheld, conditioned or delayed).

6.7            [Reserved]. [Reserved.]

6.8            D&O

Indemnification.

(a)            From

the Initial Effective Time through the sixth (6th) anniversary of the date on which the Initial Effective Time occurs, each of Public

Company and the Surviving Company shall, jointly and severally, indemnify and hold harmless each Person who is now, or has been at any

time prior to the date hereof, or who becomes prior to the Initial Effective Time, a director or officer of Merger Partner, Public Company

or any of their respective Subsidiaries (the “Indemnified Persons”), against all claims, losses, liabilities, damages,

judgments, fines and reasonable fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements,

incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative,

arising out of or pertaining to the fact that the Indemnified Person is or was an officer, director, employee or agent of Merger Partner,

Public Company or any of their respective Subsidiaries, or, while a director or officer of Merger Partner, Public Company or any of their

respective Subsidiaries, is or was serving at the request of Merger Partner, Public Company or any of their respective Subsidiaries as

a director, officer, employee or agent of another Person, whether asserted or claimed prior to, at or after the Initial Effective Time,

to the extent permitted under the applicable Organizational Documents. Each Indemnified Person will be entitled to advancement of expenses

(including reasonable and documented attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding or investigation

from each of Public Company and the Surviving Company following receipt by Public Company or the Surviving Company from the Indemnified

Persons of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the

extent then required by the DGCL, the DLLCA or the NRS, as applicable, to repay such advances if it is ultimately determined that such

Person is not entitled to indemnification. From the Initial Effective Time through the sixth (6th) anniversary of the date on which the

Initial Effective Time occurs, the Organizational Documents of the Surviving Company will contain provisions at least as favorable as

the provisions relating to the indemnification, advance of expenses and elimination of Liability for monetary damages set forth in the

certificate or articles of incorporation and bylaws of Merger Partner and Public Company immediately prior to the Initial Effective Time.

(b)            Prior

to the Initial Effective Time, Merger Partner shall determine in good faith to either (i) continue to maintain in effect for six

(6) years after the Initial Effective Time, Merger Partner’s or its Affiliates’ directors’ and officers’

insurance policies and fiduciary liability insurance policies in place as of the date hereof or (ii) purchase a six (6)-year prepaid

“D&O tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of

Merger Partner’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of

at least six (6) years from and after the Initial Effective Time with respect to any claim related to any period of time at or prior

to the Initial Effective Time with terms, conditions, retentions and limits of Liability that are no less favorable than the coverage

provided under Merger Partner’s existing policies as of the date of this Agreement with respect to any actual or alleged error,

misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of Merger

Partner by reason of him or her serving in such capacity that existed or occurred at or prior to the Initial Effective Time (including

in connection with this Agreement or the Mergers); provided, however, that in no event shall (x) the aggregate annual premium for

the insurance described in clause (i) or (y) the aggregate premium for the “D&O tail policy” described in clause

(ii) exceed 250% of the aggregate annual premium paid by Merger Partner for such insurance for its most recent policy year prior

to the date of this Agreement (the “Maximum Amount”); provided further, that if such insurance is not available or

the premium therefor would exceed the Maximum Amount, Merger Partner shall obtain the greatest coverage available for a cost not exceeding

the Maximum Amount.

so requested by Public Company in writing no later than ten (10) Business Days prior to the anticipated Closing Date, Merger Partner

shall, at or prior to the Initial Effective Time, purchase, effective as of the Initial Effective Time, prepaid, non-cancellable extended

reporting period or “tail” coverage under Merger Partner’s existing products liability and/or cyber liability insurance

policies (as specified by Public Company in such request) for a claims reporting or discovery period of such length as is specified by

Public Company in such request, and with terms, conditions, retentions and limits of Liability that are no less favorable than the coverage

provided under such existing policies as of the date of this Agreement.

(d)            Public

Company shall pay all expenses, including reasonable and documented attorneys’ fees, that may be incurred by a Person in successfully

enforcing such Person’s rights provided in this Section 6.8.

(e)            Public

Company and Merger Partner agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring

at or prior to the Initial Effective Time, whether asserted or claimed prior to, at or after the Initial Effective Time, now existing

in favor of the current or former directors, officers or employees, as the case may be, of Public Company, Merger Partner or any of their

respective Subsidiaries as provided in their respective certificates of incorporation or bylaws or other Organizational Documents or

in any agreement in existence immediately prior to the Initial Effective Time shall survive the Mergers and shall continue in full force

and effect. The provisions of this Section 6.8 are intended to be in addition to the rights otherwise available to the current

officers and directors of Public Company, Merger Partner or any of their respective Subsidiaries by Law, charter, statute, bylaw or agreement,

and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Persons, their heirs and their Representatives.

The obligations set forth in this Section 6.8 shall not be terminated, amended or otherwise modified in any manner that adversely

affects any Indemnified Person, or any Person who is a beneficiary under the policies referred to in this Section 6.8 and

their heirs and Representatives, without the prior written consent of such affected Indemnified Person or other Person.

(f)            If

the Surviving Company or Public Company or any of their respective successors or assigns shall (i) consolidate with or merge into

any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfer

all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so

that the successors and assigns of such Person shall assume all of the obligations of such Person set forth in this Section 6.8.

(g)            Nothing

in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’

insurance claims under any policy that is or has been in existence with respect to Merger Partner, Public Company or any of their respective

Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification

provided for in this Section 6.8 is not prior to or in substitution for any such claims under such policies.

6.9            Notification

of Certain Matters. Public Company shall give prompt notice to Merger Partner, and Merger Partner shall give prompt notice to Public

Company, upon becoming aware of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably

likely to cause (i) any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in a manner

that would reasonably be expected to cause the failure of a condition set forth in Article VII, in each case, at any time

from and after the date of this Agreement until the Initial Effective Time, or (ii) any material failure of Public Company, Merger

Sub, Merger Sub II or Merger Partner, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy

any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

6.10            Employee

Matters.

(a)            Each

employee of Merger Partner or the Merger Partner Subsidiary who continues to be employed with such company as of immediately prior to

the Initial Effective Time (each, a “Continuing Employee”) shall, during the period commencing on the Closing Date

and ending on the first (1st) anniversary of the Closing Date, be provided with (i) a base salary or base wage and target annual

cash bonus opportunities (excluding equity-based compensation opportunities) no less than the base salary or base wage and target annual

cash bonus opportunities (excluding equity-based compensation opportunities) provided to such Continuing Employee by Merger Partner or

the Merger Partner Subsidiary immediately prior to the Initial Effective Time and (ii) retirement and welfare benefits (excluding

defined benefit pension, post-employment welfare benefits, and nonqualified deferred compensation) that are either (x) substantially

comparable in the aggregate to those provided by Merger Partner or the Merger Partner Subsidiary immediately prior to the Initial Effective

Time or (y) substantially similar to those provided by Public Company or any of its Affiliates to similarly situated employees of

Public Company and its Affiliates.

(b)            Public

Company shall, or shall cause the Surviving Company to, use commercially reasonable efforts to provide that no pre-existing conditions,

exclusions or waiting periods shall apply to Continuing Employees under the benefit plans provided for those employees, except to the

extent such condition or exclusion was applicable to an individual Continuing Employee prior to the Initial Effective Time. With respect

to the plan year during which the Initial Effective Time occurs, Public Company shall use commercially reasonable efforts to provide

each Continuing Employee with credit for deductibles and out-of-pocket requirements paid prior to the Closing Date in satisfying any

applicable deductible or out-of-pocket requirements under any benefit plan of Public Company or any of its Subsidiaries in which such

Continuing Employee is eligible to participate following the Closing Date.

and after the Closing Date, Public Company shall, or shall cause the Surviving Company to, provide credit (without duplication) to Continuing

Employees for their service recognized by Merger Partner or the Merger Partner Subsidiary as of the Initial Effective Time for purposes

of eligibility, vesting, continuous service, determination of vacation, paid time-off, and severance entitlements to the same extent

and for the same purposes as such service was credited under the Merger Partner Employee Plans; provided that such service shall

not be recognized to the extent that such recognition would result in a duplication of benefits for the same period of service, for purposes

of any frozen or discontinued Employee Benefit Plan of Public Company or any of its Affiliates or any frozen or discontinued portion

of any Employee Benefit Plan of Public Company or any of its Affiliates or for purposes of benefit accrual under any defined benefit

pension plan or for purposes of benefit accrual under any retiree medical plan.

(d)            Prior

to the Initial Effective Time, if requested by Public Company in writing at least ten (10) days prior to the Initial Effective Time,

Merger Partner shall cause any Merger Partner Employee Plan intended to include a Code Section 401(k) arrangement (the “401(k) Plan”)

to be terminated effective as of no later than the day immediately preceding the Closing Date. In the event that Public Company requests

that the 401(k) Plan be terminated, Merger Partner shall provide Public Company with evidence that such plan has been terminated

(the form and substance of which shall be subject to review and comment by Public Company (with such comments to be included in Merger

Partner’s reasonable discretion)) not later than the Business Day immediately preceding the Closing Date.

(e)            Prior

to making any broad-based written or material oral communications to the employees or other service providers of Merger Partner or the

Merger Partner Subsidiary regarding this Agreement or the Mergers and the effects thereof on the employment or service, compensation

or benefits of such employees or other service providers, Merger Partner shall provide Public Company with a copy of the intended broad-based

communication, and Public Company shall have a reasonable period of time to review and comment on the broad-based communication. Merger

Partner shall incorporate any reasonable comments from Public Company into such broad-based communication.

(f)            Merger

Partner shall (i) use commercially reasonable efforts to obtain, no less than four (4) days prior to the Closing, a waiver

from each “disqualified individual” (within the meaning of Section 280G of the Code and the regulations thereunder)

that shall provide that, if the requisite stockholder approval under Section 280G(b)(5)(B) of the Code and the regulations

thereunder is not obtained, no payments or benefits that would separately or in the aggregate constitute “excess parachute payments”

(within the meaning of Section 280G of the Code and the regulations thereunder) with respect to such disqualified individual in

the absence of such stockholder approval shall be payable to or retained by such disqualified individual to the extent such excess parachute

payments would not be deductible by reason of the application of Section 280G of the Code or would result in the imposition of excise

Taxes under Section 4999 of the Code upon such disqualified individual (a “280G Waiver”); and (ii) to the

extent such 280G Waivers are obtained, submit, no less than three (3) days prior to the Closing, to the stockholders of Merger Partner,

for approval in accordance with the voting requirements of Section 280G(b)(5)(B) of the Code and in a manner reasonably satisfactory

to Public Company, any payments or benefits that are subject to a 280G Waiver and that Public Company determines may separately or in

the aggregate constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated

thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G

of the Code if so approved. No later than one (1) day prior to the Initial Effective Time, Merger Partner shall deliver to Public

Company evidence reasonably satisfactory to Public Company that a stockholder vote was solicited in conformance with Section 280G

of the Code and the regulations promulgated thereunder, and that either (i) the requisite stockholder approval was obtained with

respect to any payments or benefits that were subject to the stockholder vote (the “280G Approval”) or (ii) the

280G Approval was not obtained and, as a consequence, such “parachute payments” shall not be made or provided pursuant to

the waivers of those payments or benefits which were executed by the affected individuals in accordance with this Section 6.10.

Merger Partner shall provide Public Company and its Representatives with a copy of the form of such waiver and disclosure statement for

its review and approval (which approval shall not be unreasonably withheld) no less than three (3) Business Days prior to delivery

to each such disqualified individual and stockholders of Merger Partner, respectively, and Merger Partner shall incorporate all reasonable

comments timely provided by Public Company or its Representatives. At least ten (10) Business Days prior to the Closing, with respect

to each “disqualified individual” of Merger Partner, Merger Partner shall provide to Public Company: (i) a schedule

that sets forth (A) Merger Partner’s reasonable, good faith estimate of all payments or benefits that would reasonably be

expected to be “parachute payments” to such disqualified individual as a result of any of the transactions contemplated by

this Agreement (alone or in combination with any other event), and (B) the “base amount” (as defined in Section 280G(b)(3) of

the Code) for each such individual, and (ii) the underlying data and documentation on which such schedule is based.

(g)            The

provisions of this Section 6.10 are solely for the benefit of the parties to this Agreement, and no current or former employee

or other individual associated therewith is or shall be regarded for any purpose as a third-party beneficiary to this Agreement. Notwithstanding

anything to the contrary in this Agreement, no provision of this Agreement is intended to, or does, (i) constitute the establishment

of, or an amendment to, any Merger Partner Employee Plan or any Employee Benefit Plan of Public Company, the Surviving Company or any

of their Affiliates, (ii) alter or limit the ability of Public Company to amend, modify or terminate any Merger Partner Employee

Plan or any other benefit plan, program, agreement or arrangement, (iii) give any third party any right to enforce the provisions

of this Section 6.10, (iv) prevent Merger Partner, Public Company, the Surviving Company or any of their Affiliates,

prior to, at or after the Initial Effective Time, from terminating the employment of any employee (including any Continuing Employee)

or (v) confer upon any such individual or legal representative any rights under or with respect to any plan, program or arrangement

described in or contemplated by this Agreement, and each such individual or legal representative shall be entitled to look only to the

express terms of any such plan, program or arrangement for his or her rights thereunder.

6.11            State

Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute

or other similar statute or regulation (or any similar anti-takeover provision of Merger Partner’s or Public Company’s Organizational

Documents) is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their

respective commercially reasonable efforts to (i) take such actions as are reasonably necessary so that the transactions contemplated

hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (ii) otherwise take all such actions

as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.

6.12            Security

Holder Litigation. Notwithstanding anything to the contrary herein, (i) prior to the Closing, Public Company shall have the

right to control the defense and settlement of any litigation related to this Agreement, the Mergers or the other transactions contemplated

by this Agreement (any such litigation a “Security Holder Litigation”) brought by any stockholder or any holder of

other securities of Public Company, and whether a direct or derivative claim, against Public Company, any Subsidiary of Public Company

and/or any of their respective directors or officers; provided, that Public Company shall give Merger Partner the opportunity

to participate in the defense of any such Security Holder Litigation and shall not settle any such Security Holder Litigation without

the prior written consent of Merger Partner (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) prior

to the Closing, Merger Partner shall have the right to control the defense and settlement of any Security Holder Litigation brought by

any stockholder or any holder of other securities of Merger Partner against Merger Partner and/or its directors or officers; provided,

that Merger Partner shall give Public Company the opportunity to participate in the defense of any such Security Holder Litigation and

shall not settle any such Security Holder Litigation without the prior written consent of Public Company (which consent shall not be

unreasonably withheld, conditioned or delayed).

6.13            Section 16

Matters. Prior to the Initial Effective Time, Public Company shall take all such steps as may be required (to the extent permitted

under applicable Law and no-action letters issued by the SEC) to cause any acquisitions of Public Company Common Stock (and any options

to purchase the same) in connection with this Agreement and the transactions contemplated hereby, by each individual who is reasonably

expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Public Company

following the Mergers, to be exempt under Rule 16b-3 promulgated under the Exchange Act; provided, that Merger Partner

has provided Public Company with information concerning directors, officers and/or equityholders of Merger Partner sufficient for Public

Company to take such steps.

6.14            Delivery

of Closing Merger Partner Merger Shares Allocation Schedule. Not less than five (5) Business Days prior to the anticipated date

for Closing (the “Anticipated Closing Date”), Merger Partner shall prepare and deliver to Public Company a draft schedule

of all holders of Merger Partner Capital Stock (such holders, collectively, the “Participating Securityholders”, and

any individually, a “Participating Securityholder”) and their Allocable Share and entitlements to the Merger Partner

Merger Shares, in substantially the form of, and containing all of the information identified on, Section 6.14 of the Merger

Partner Disclosure Schedule (the “Draft Closing Merger Partner Merger Shares Allocation Schedule”). Merger Partner

shall make available to Public Company the work papers and back-up materials used in or reasonably relevant to preparing the Draft Closing

Merger Partner Merger Shares Allocation Schedule and the calculations therein. Merger Partner shall consider in good faith any comments

reasonably provided by Public Company within one (1) Business Day following delivery of the Draft Closing Merger Partner Merger

Shares Allocation Schedule. Not less than two (2) Business Days prior to the Anticipated Closing Date, Merger Partner shall deliver

to Public Company the final schedule in substantially the same form as the Draft Closing Merger Partner Merger Shares Allocation Schedule,

taking into account any revisions made as a result of comments provided by Public Company (the “Closing Merger Partner Merger

Shares Allocation Schedule”), prepared and certified by Merger Partner’s Chief Financial Officer (or if there is no Chief

Financial Officer, the Chief Executive Officer of Merger Partner) as true, correct and complete in all respects, which shall be conclusive

and binding on the parties hereto. Public Company shall be entitled, without any duty of inquiry or investigation, to rely on, and make

distributions of Merger Partner Merger Shares in accordance with, the Closing Merger Partner Merger Shares Allocation Schedule, and Public

Company shall not be responsible for the calculations or determinations regarding such calculations set forth therein.

6.15            Merger

Partner Financials. As promptly as reasonably practicable following the date hereof, Merger Partner shall deliver to Public Company

(a) the audited balance sheet of Merger Partner as of December 31, 2025 and the related audited statements of income, changes

in stockholders’ equity and cash flows of Merger Partner for the period then ended, together with all related notes and schedules

thereto (the “2025 Audited Financial Statements”), and (b) any other audited or unaudited consolidated balance

sheets and the related audited or unaudited consolidated statements of operations and comprehensive loss, and stockholders’ deficit

and cash flows of Merger Partner as of and for a year-to-date period ended as of the end of any other different fiscal quarter (and as

of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal year), together with all

related notes and schedules thereto, as applicable, that are required to be included in the Form S-4, the Information Statement,

or any other filing required by applicable Law. The 2025 Audited Financial Statements and such other financial statements, together with

any audited or unaudited consolidated balance sheet and the related audited or unaudited consolidated statements of operations and comprehensive

loss, and stockholders’ deficit and cash flows of Merger Partner as of and for a year-to-date period ended as of the end of a different

fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal year),

together with all related notes and schedules thereto, that is required to be included in the Form S-4, the Information Statement,

or any other filing required by applicable Law (i) will fairly present in all material respects the financial position of Merger

Partner as of the date thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods

then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments, none of which is

expected to be material), (ii) will be prepared in conformity with GAAP applied on a consistent basis during the periods involved

(except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited

financial statements, to normal year-end audit adjustments, none of which is expected to be material), (iii) in the case of any

audited financial statements, will be audited in accordance with the standards of the American Institute of Certified Public Accountants

and contain an unqualified report of Merger Partner’s auditor and (iv) will comply in all respects with the applicable accounting

requirements (without giving effect to any private company accounting alternatives) and with the rules and regulations of the SEC,

the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as

applicable).

6.16            Obligations

of Merger Subs. Public Company will take all action necessary to cause Merger Sub and Merger Sub II to perform their respective obligations

under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement.

6.17            Acknowledgment;

Waiver of Conflicts; Retention of Privilege.

(a)            Each

of Public Company, Merger Sub and Merger Sub II acknowledges that Merger Partner has retained Bradley Arant Boult Cummings LLP (“Bradley”)

to act as its counsel in connection with this Agreement and the transactions contemplated hereby (the “Transactions”)

and that Bradley has not acted as counsel for any other party in connection with the Transactions. No party other than Merger Partner

shall have the status of a client of Bradley for conflict of interest or any other purposes as a result of Bradley’s representation

of Merger Partner in connection with the Transactions. For the avoidance of doubt, and notwithstanding anything to the contrary set forth

herein, the acknowledgments in this Section 6.17(a) shall not apply to, or waive any conflicts of interest arising out

of, any representation of any Participating Securityholder or the Securityholder Representative by Bradley in any matter other than matters

arising out of or relating to this Agreement, other transaction documents, or the Transactions.

(b)            Each

of Public Company, Merger Sub and Merger Sub II hereby (i) waives, on behalf of itself and each of its Affiliates (including, after

the Initial Effective Time, the Surviving Corporation and the Surviving Company), any claim it has or may have that Bradley has a conflict

of interest in connection with, or is otherwise prohibited from engaging in, such representation in connection with the Transactions,

and (ii) agrees that, in the event that a dispute arises after the Closing between Public Company or any of its Affiliates (including

the Surviving Company), on the one hand, and the Securityholder Representative or any Participating Securityholder or any of their respective

Affiliates, on the other hand, Bradley may represent the Securityholder Representative, any Participating Securityholder, or any of their

respective Affiliates in such dispute even though the interests of any such Person may be directly adverse to Public Company or any of

its Affiliates (including the Surviving Company), and even though Bradley may have represented Merger Partner in connection with the

Transactions; provided, however, that Public Company’s consent (not to be unreasonably withheld, conditioned,

or delayed) shall be required before Bradley may use any confidential information of Public Company, the Surviving Company, or any of

their respective Affiliates obtained in connection with Bradley’s pre-Closing representation of Merger Partner, in any such post-Closing

adverse representation. Public Company acknowledges that it has had the opportunity to discuss and obtain adequate information concerning

the significance and material risks of, and reasonable alternatives to, the waivers, permissions, and other provisions of this Section 6.17.

than in the case of Fraud, and then only after a court of competent jurisdiction has determined that there is a reasonable basis to believe

that such Fraud occurred, each of Public Company, Merger Sub and Merger Sub II, for themselves and their respective Affiliates (including,

after the Initial Effective Time, the Surviving Corporation and the Surviving Company), agrees that, as to all communications between

or among Bradley, on the one hand, and Merger Partner or any of its directors, officers, employees, or other representatives, on the

other hand, that (i) were made at any time prior to the Initial Effective Time and (ii) relate to (and solely to the extent

related to) this Agreement or the Transactions (collectively, “Privileged Communications”), none of them may (A) use

such Privileged Communications in any action, claim or proceeding relating to this Agreement or the Transactions against or involving

any Participating Securityholder or the Securityholder Representative after the Closing, and (B) invoke any attorney-client privilege,

attorney work-product doctrine, or other rights to any evidentiary privilege applicable to the Privileged Communications to prevent the

Securityholder Representative or any Participating Securityholder from using any such Privileged Communications in any action, claim

or proceeding with Public Company; provided, that clause (B) shall apply without regard to any allegation or determination

of Fraud. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Public Company, the Surviving Corporation,

the Surviving Company, or any of their respective Affiliates, on the one hand, and a Person that is not a Participating Securityholder,

the Securityholder Representative, or an Affiliate of any of the foregoing, on the other hand, the Surviving Corporation or the Surviving

Company may assert the attorney-client privilege to prevent disclosure to such third party of such Privileged Communications; provided,

that none of Public Company, the Surviving Corporation, the Surviving Company or any of their respective Affiliates may waive such privilege

without the prior written consent of the Securityholder Representative (not to be unreasonably withheld, conditioned or delayed). For

the avoidance of doubt, (I) nothing in this Section 6.17(c) shall waive or modify any attorney-client privilege,

work product protection, or other protection of any communications or work product of Public Company’s counsel, Merger Sub’s

counsel, Merger Sub II’s counsel, or the Surviving Corporation’s or the Surviving Company’s counsel and (II) all

Privileged Communications shall remain privileged and protected as against any third party other than the Participating Securityholders

and the Securityholder Representative.

(d)            Each

of the Participating Securityholders, by adopting this Agreement and accepting consideration hereunder, and the Securityholder Representative,

by executing this Agreement, hereby (i) waives, on behalf of itself and each of its respective Affiliates, any claim it has or may

have that Bradley has a conflict of interest in connection with, or is otherwise prohibited from engaging in, such representation in

connection with the Transactions, and (ii) agrees that Bradley may, following the Closing, represent any Participating Securityholder

or the Securityholder Representative in any dispute arising in connection with this Agreement or the Transactions, even if the interests

of such parties are directly adverse to Public Company or any of its Affiliates (including the Surviving Corporation and the Surviving

Company).

6.18            Termination

of Certain Contracts. As soon as reasonably possible, and in any event within ten (10) Business Days of the date hereof, Merger

Partner shall terminate each Contract listed on Section 6.18 of the Merger Partner Disclosure Schedule, without any further

obligation or Liability to Merger Partner, Public Company or any of their respective Affiliates (including, after the Initial Effective

Time, the Surviving Corporation and the Surviving Company) thereunder or in connection with such termination, and all Liabilities thereunder

shall be satisfied in full at or prior to such termination at Merger Partner’s sole cost and expense. Merger Partner shall provide

to Public Company reasonable written evidence of each such termination and satisfaction, in form and substance reasonably satisfactory

to Public Company.

6.19            Transition

Services Agreement. Prior to the Closing, Public Company and Merger Partner shall negotiate in good faith the terms of a transition

services agreement between Paragon Biosciences, LLC, as provider (and not in its capacity as the Securityholder Representative), and

the Surviving Company, as recipient (the “Transition Services Agreement”). The Transition Services Agreement shall

cover such services, for such periods and on such terms, as Public Company and Merger Partner may mutually agree, provided,

however, that fees under the Transition Services Agreement shall be charged on an hourly basis using an hourly rate that

is based on the service provider’s actual cost for delivering such service.

Article VII.

CONDITIONS TO MERGERS

7.1            Conditions

to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to this Agreement to effect

the Mergers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:

(a)            Stockholder

Approvals. The Requisite Merger Partner Stockholder Approval shall have been obtained by means of the Merger Partner Written Consent

by the requisite consent of the stockholders of Merger Partner under applicable Law and Merger Partner’s Organizational Documents.

The Requisite Public Company Stockholder Approvals shall have been obtained by means of the Public Company Written Consent by the requisite

consent of the stockholders of Public Company under applicable Law.

(b)            Form S-4;

Compliance with Rule 14c-2 and SEC Rules. The Form S-4 shall have become effective under the Securities Act and shall not

be the subject of any stop order or proceeding seeking a stop order with respect to the Form S-4 that has not been withdrawn; and

twenty (20) calendar days shall have elapsed following the commencement of mailing of the Information Statement to Public Company’s

stockholders; provided, that, to the extent any rules and regulations of the SEC applicable to the Information Statement

require a longer period than such 20 calendar days, then this condition shall only be satisfied upon the expiration of such longer period.

Injunctions. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order,

executive order, stop order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which

is in effect and which has the effect of making the Mergers illegal or otherwise prohibiting consummation of the Mergers.

(d)            NYSE

American Notification. (i) The NYSE American Listing Application shall have been approved and any notification required by the

NYSE American shall have been made, and (ii) the shares of the Public Company Common Stock to be issued pursuant to the Share Issuances

shall have been approved for listing (subject to official notice of issuance) on the NYSE American.

(e)            Concurrent

Financing. The Concurrent Financing shall have been consummated or will be consummated concurrently with the Closing or immediately

prior to the Closing in accordance with the terms of the Securities Purchase Agreement.

(f)            Escrow

Agreement. Each of Public Company, the Securityholder Representative and the Escrow Agent shall have delivered a counterpart signature

page to the Escrow Agreement.

(g)            Exchange

Agent Agreement. Each of Public Company, the Securityholder Representative and the Exchange Agent shall have delivered a counterpart

signature page to the Exchange Agent Agreement.

(h)            Antitrust.

Any waiting period (and any extensions thereof pursuant to an agreement with a Governmental Entity entered into in accordance with this

Agreement) applicable to the Mergers pursuant to the HSR Act shall have expired or been terminated, and any clearance or affirmative

approval applicable to the Mergers under each of the other Antitrust Laws set forth in Section 7.1(h) of the Merger

Partner Disclosure Schedule shall have been obtained and any mandatory waiting period related thereto shall have expired or otherwise

been terminated.

7.2            Additional

Conditions to the Obligations of Public Company and Merger Subs. The obligations of Public Company and the Merger Subs to effect

the Mergers shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any

of which may be waived in writing exclusively by Public Company and the Merger Subs:

(a)            Representations

and Warranties. The representations and warranties of Merger Partner set forth in Article III (in each case as qualified

and limited by the Merger Partner Disclosure Schedule) and in any certificate or other writing delivered by Merger Partner pursuant hereto

shall be true and correct (i) as of the date of this Agreement (except in the case of this clause (i), (A) to the extent such

representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall

be true and correct as of such date, and (B) where the failure to be true and correct (without regard to any materiality or Merger

Partner Material Adverse Effect qualifications contained therein), individually or in the aggregate, has not had, and is not reasonably

likely to have, a Merger Partner Material Adverse Effect) and (ii) as of the Closing Date as though made on and as of the Closing

Date (except in the case of this clause (ii), (A) to the extent such representations and warranties are specifically made as of

a particular date, in which case such representations and warranties shall be true and correct as of such date, (B) for changes

expressly provided for in this Agreement, and (C) where the failure to be true and correct (without regard to any materiality or

Merger Partner Material Adverse Effect qualifications contained therein), individually or in the aggregate, has not had, and is not reasonably

likely to have, a Merger Partner Material Adverse Effect); provided, however, that the representations and

warranties made by Merger Partner in Sections 3.1, 3.2, 3.4, 3.7(a), 3.19 and 3.20 shall not

be subject to the qualifications set forth in clauses (i)(B) and (ii)(C) above and instead shall be true and correct in all

but de minimis respects.

(b)            Performance

of Obligations of Merger Partner. Merger Partner shall have performed in all material respects all obligations required to be performed

by it under this Agreement on or prior to the Closing Date.

Merger Partner Material Adverse Effect. No Merger Partner Material Adverse Effect shall have occurred since the date of this Agreement

and be continuing.

(d)            Officers’

Certificate. Public Company shall have received an officers’ certificate duly executed by the Chief Executive Officer of Merger

Partner to the effect that the conditions of Sections 7.2(a), (b) and (c) have been satisfied.

(e)            Third

Party Consents. Merger Partner shall have obtained all consents and approvals of third parties (other than a Governmental Entity)

listed in Section 7.2(e) of the Merger Partner Disclosure Schedule.

(f)            FIRPTA

Certificate. Merger Partner shall have delivered to Public Company a duly executed certification stating that it is not and has not

within the applicable period been a “United States real property holding corporation,” as defined in Section 897 of

the Code, and corresponding notice to the Internal Revenue Service, each in form and substance required under Treasury Regulations Section 1.897-2(h) and

Treasury Regulations Section 1.1445-2(c)(3).

(g)            Lock-Up

Agreements. Public Company shall have received lock-up agreements, substantially in the form attached hereto as Exhibit A,

duly executed by those Merger Partner stockholders listed on Section 7.2(g) of the Merger Partner Disclosure Schedule.

(h)            TSA.

Public Company shall have received a fully executed copy of the Transition Services Agreement contemplated by Section 6.19.

7.3            Additional

Conditions to the Obligations of Merger Partner. The obligation of Merger Partner to effect the Mergers shall be subject to

the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing,

exclusively by Merger Partner:

(a)            Representations

and Warranties. The representations and warranties of Public Company and the Merger Subs set forth in Article IV (in

each case as qualified and limited by the Public Company Disclosure Schedule) and in any certificate or other writing delivered by Public

Company or any Merger Sub pursuant hereto shall be true and correct (i) as of the date of this Agreement (except in the case of

this clause (i), (A) to the extent such representations and warranties are specifically made as of a particular date, in which case

such representations and warranties shall be true and correct as of such date and (B) where the failure to be true and correct (without

regard to any materiality or Public Company Material Adverse Effect qualifications contained therein), individually or in the aggregate,

has not had, and is not reasonably likely to have, a Public Company Material Adverse Effect) and (ii) as of the Closing Date as

though made on and as of the Closing Date (except in the case of this clause (ii), (A) to the extent such representations and warranties

are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such

date, (B) for changes contemplated by this Agreement and (C) where the failure to be true and correct (without regard to any

materiality or Public Company Material Adverse Effect qualifications contained therein), individually or in the aggregate, has not had,

and is not reasonably likely to have, a Public Company Material Adverse Effect); provided, however, that

the representations and warranties made by Public Company and the Merger Subs in Sections 4.1, 4.2 (disregarding any

effects of the filing of the Series B Certificate of Designation and the Concurrent Financing), 4.4, 4.7(a), 4.20,

4.22 and 4.24 shall not be subject to the qualifications set forth in clauses (i)(B) and (ii)(C) above and instead

shall be true and correct in all but de minimis respects.

(b)            Performance

of Obligations of Public Company and Merger Subs. Each of Public Company and the Merger Subs shall have performed in all material

respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.

Public Company Material Adverse Effect. No Public Company Material Adverse Effect shall have occurred since the date of this Agreement

and be continuing.

(d)            Officers’

Certificate. Merger Partner shall have received an officers’ certificate duly executed by the Chief Executive Officer of Public

Company to the effect that the conditions of Sections 7.3(a), (b), and (c) have been satisfied.

Article VIII.

TERMINATION AND AMENDMENT

8.1            Termination.

This Agreement may be terminated at any time prior to the Initial Effective Time (with respect to Sections 8.1(b) through

8.1(i), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after

obtaining the Requisite Merger Partner Stockholder Approval or the Requisite Public Company Stockholder Approvals:

(a)            by

mutual written consent of Public Company and Merger Partner;

(b)            by

either Public Company or Merger Partner if the First Merger shall not have been consummated by 5:00 p.m., Eastern time, on February 1,

2027 (as extended in accordance with this Section 8.1(b), the “Outside Date”) except that in the event

that on such date the conditions set forth in Section 7.1(a), Section 7.1(b), Section 7.1(c) (with

respect to securities Laws) or Section 7.1(d) have not been satisfied, in the case of the conditions set forth in Section 7.1(a),

Section 7.1(b) and Section 7.1(d), due to the Form S-4 not having become effective under the Securities

Act at least twenty (20) Business Days prior to the Outside Date, but the other conditions set forth in Section 7.1, Section 7.2

and Section 7.3 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing,

and which conditions are capable of being satisfied if the Closing were to occur), then the Outside Date shall be automatically extended

(without any further action by any party hereto) to 5:00 p.m., Eastern time, on March 31, 2027 (provided that the right to terminate

this Agreement under this Section 8.1(b) shall not be available to Public Company or Merger Partner if such party’s

(or, in the case of Public Company, either Merger Sub’s) failure to fulfill any obligation under this Agreement has been a principal

cause of the failure of the First Merger to occur on or before the Outside Date);

either Public Company or Merger Partner if a Governmental Entity of competent jurisdiction shall have issued a nonappealable final order,

decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining

or otherwise prohibiting the Mergers; provided, that a party hereto shall not be permitted to terminate this Agreement

pursuant to this Section 8.1(c) if the issuance of any such order, decree, ruling or other action is principally attributable

to the failure of such party (or any Affiliate of such party) to perform in any material respect any covenant in this Agreement required

to be performed by such party (or any Affiliate of such party) at or prior to the Initial Effective Time;

(d)            by

Merger Partner if the Requisite Public Company Stockholder Approvals are not obtained by delivery of the Public Company Written Consent

within one (1) Business Day of the date hereof;

(e)            by

Public Company, if at any time prior to the receipt of the Requisite Merger Partner Stockholder Approval: (i) the Merger Partner

Board shall have effected a Merger Partner Board Recommendation Change, or (ii) Merger Partner shall have materially breached its

obligations under Section 6.1, Section 6.4(c) or Section 6.4(d);

(f)            by

Merger Partner, at any time prior to the receipt of the Requisite Public Company Stockholder Approvals, if: (i) the Public Company

Board shall have effected a Public Company Board Recommendation Change, or (ii) Public Company shall have materially breached its

obligations under Section 6.1 or Section 6.4(a);

(g)            by

Public Company, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement set forth in

this Agreement on the part of Merger Partner, which breach would cause the conditions set forth in Section 7.2(a), Section 7.2(b) or

Section 7.2(c) not to be satisfied; provided, that Public Company is not then in material breach of any

representation, warranty or covenant under this Agreement; and provided, further, that if such breach or failure to perform

is curable by Merger Partner, then this Agreement shall not terminate pursuant to this Section 8.1(g) as a result of

such particular breach or failure until the expiration of a thirty (30)-calendar day period commencing upon delivery of written notice

from Public Company to Merger Partner of such breach or failure and it being understood that this Agreement shall not terminate pursuant

to this Section 8.1(g) as a result of such particular breach or failure if such breach or failure is cured prior to

such termination becoming effective; provided, however, that the foregoing cure period shall not be applicable with respect

to a violation or breach of any covenant or agreement required to be performed on the Closing Date;

(h)            by

Merger Partner, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement set forth in

this Agreement on the part of Public Company, which breach would cause the conditions set forth in Section 7.3(a), Section 7.3(b),

or Section 7.3(c) not to be satisfied; provided, that Merger Partner is not then in material breach of

any representation, warranty or covenant under this Agreement; and provided, further, that if such breach or failure to

perform is curable by Public Company or any Merger Sub, then this Agreement shall not terminate pursuant to this Section 8.1(h) as

a result of such particular breach or failure until the expiration of a thirty (30)-calendar day period commencing upon delivery of written

notice from Merger Partner to Public Company of such breach or failure and it being understood that this Agreement shall not terminate

pursuant to this Section 8.1(h) as a result of such particular breach or failure if such breach or failure is cured

prior to such termination becoming effective; provided, however, that the foregoing cure period shall not be applicable

with respect to a violation or breach of any covenant or agreement required to be performed on the Closing Date; or

(i)            by

Public Company, if the Requisite Merger Partner Stockholder Approval is not obtained by delivery of the Merger Partner Written Consent

within five (5) Business Days of the Form S-4 becoming effective in accordance with the provisions of the Securities Act.

8.2            Effect

of Termination. In the event of a valid termination of this Agreement as provided in Section 8.1, this Agreement

shall immediately become void and there shall be no Liability or obligation on the part of Public Company, Merger Partner, Merger Sub,

Merger Sub II or their respective officers, directors, stockholders or Affiliates; provided, that (a) any such termination

shall not relieve any party from Liability for any willful and material breach of this Agreement or Fraud and, with respect to any willful

and material breach of this Agreement or Fraud by Public Company, such Liability may include, without limitation, the loss of the benefit

of the bargain contemplated by this Agreement, including the value of the Merger Partner Merger Shares and the Escrow Shares lost by

the Participating Securityholders (and Merger Partner shall have the sole authority, on behalf of the Participating Securityholders,

to enforce the award of any such Liabilities and accept damages for such breach on behalf of the Participating Securityholders), but

excluding, for the avoidance of doubt, any value attributed to the Milestone Payments, Contingent Shares or PRV Proceeds, and (b) the

provisions of Section 5.3 (Confidentiality), this Section 8.2 (Effect of Termination), Section 8.3

(Fees and Expenses) and ARTICLE XI (Miscellaneous) and the Confidentiality Agreement shall remain in full force and effect

and survive any termination of this Agreement. A “willful and material breach” by a party of a provision of this Agreement

means a material breach that is the consequence of a party knowingly undertaking an action, or failing to undertake an action, with the

understanding that the action, or failure to act, was or would reasonably be expected to be a breach by such party of the applicable

provisions of this Agreement. For purposes of this Agreement, the failure to consummate the Closing pursuant to, and when required by,

the terms of this Agreement shall constitute a willful and material breach hereunder.

8.3            Fees

and Expenses. Except as set forth in this Section 8.3 or expressly set forth in this Agreement, all fees and expenses

incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses,

whether or not the Mergers are consummated. Notwithstanding the foregoing:

(a)            Merger

Partner and Public Company shall share equally (i) all fees and expenses of the Exchange Agent and (ii) all fees and expenses,

other than accountants’ and attorneys’ fees, incurred with respect to the printing, filing and mailing of the Form S-4,

the Information Statement, and any amendments or supplements thereto; and

(b)            if

the Mergers are consummated, Public Company shall pay all Merger Partner Transaction Expenses on the Closing Date to the extent not paid

by Merger Partner, including funding the Reserve Amount.

Article IX.

CONTINGENT CONSIDERATION

9.1            Contingent

Cash Consideration.

(a)            Milestone

Payments. Subject to the terms and conditions of this Agreement, Public Company shall pay each of the following Milestone Payments

to the Participating Securityholders (excluding holders of Dissenting Shares) upon the achievement of the Milestone for such Milestone

Payment:

(i)            Clinical

Milestone. Fifty Million Dollars ($50,000,000) (the “Clinical Milestone Payment”) upon achievement, by 11:59 p.m. Eastern

time on June 30, 2029, of the Clinical Milestone.

(ii)            First

Commercial Sale Milestone. Fifty Million Dollars ($50,000,000) (the “Commercial Sale Milestone Payment”) upon

the first commercial sale of D-Fi in the United States (the “Commercial Sale Milestone”).

(iii)            First

Revenue Milestone. Fifty Million Dollars ($50,000,000) (the “First Revenue Milestone Payment”) upon the first

achievement of D-Fi Net Sales of at least One Hundred Million Dollars ($100,000,000) during any TTM Period (the “First Revenue

Milestone”).

(iv)            Second

Revenue Milestone. Seventy-Five Million Dollars ($75,000,000) (the “Second Revenue Milestone Payment”) upon the

first achievement of D-Fi Net Sales of at least Two Hundred Fifty Million Dollars ($250,000,000) during any TTM Period (the “Second

Revenue Milestone”).

(v)            Third

Revenue Milestone. Seventy-Five Million Dollars ($75,000,000) (the “Third Revenue Milestone Payment”) upon the

first achievement of D-Fi Net Sales of at least Five Hundred Million Dollars ($500,000,000) during any TTM Period (the “Third

Revenue Milestone”, and together with the First Revenue Milestone and Second Revenue Milestone, the “Revenue Milestones”).

(b)            D-Fi

Net Sales Statements.

(i)            Within

forty-five (45) days after the end of each Reporting Period, beginning with the first full Reporting Period following the first commercial

sale of D-Fi in the United States, Public Company shall provide the Securityholder Representative with a statement (each, a “D-Fi

Net Sales Statement”) setting forth a reasonably detailed calculation of D-Fi Net Sales in U.S. Dollars for such Reporting

Period, including the application of any applicable reduction. Public Company shall keep, and shall cause its Affiliates to keep, complete

and accurate books and records to the extent necessary to calculate, and enable verification of, D-Fi Net Sales. The amounts set forth

on each D-Fi Net Sales Statement and the calculations thereof shall be in strict accordance with the definition of D-Fi Net Sales.

(ii)            Each

D-Fi Net Sales Statement shall set forth the following, in each case presented both for the applicable Reporting Period in the aggregate

and separately for each of the three (3) calendar months included in such Reporting Period: (A) total gross sales of D-Fi by

Public Company, its Affiliates and their respective licensees and sublicensees; and (B) D-Fi Net Sales, together with an itemized

breakdown of the sum of each category of deduction taken from gross sales to arrive at D-Fi Net Sales.

(iii)            Each

D-Fi Net Sales Statement shall also set forth D-Fi Net Sales for the TTM Period ending on the last day of each calendar month included

in such Reporting Period.

Payment Timing and Mechanics.

(i)            If

a Milestone is achieved, then within forty-five (45) days following the date on which such Milestone is achieved, Public Company shall

prepare and deliver to the Securityholder Representative a written notice (each, a “Milestone Achievement Notice”)

setting forth (A) that the applicable Milestone has been achieved; (B) in the case of a Revenue Milestone, Public Company’s

calculation of D-Fi Net Sales for the applicable TTM Period; (C) the aggregate Milestone Payment payable with respect to such Milestone;

(D) Public Company’s calculation of the Contingent Expenses payable in respect of such Milestone Payment; (E) the net

Milestone Payment payable to the Participating Securityholders after deduction of such Contingent Expenses; and (F) reasonable supporting

documentation for each of the foregoing. Within five (5) Business Days after the date on which the amount of the applicable Milestone

Payment becomes final pursuant to Section 9.4, the Securityholder Representative shall prepare and deliver to Public Company

and the Exchange Agent a schedule (the “Milestone Payment Allocation Schedule”) of the Participating Securityholders

(and Permitted Alternative Payees, if applicable) and their Allocable Share of the applicable Milestone Payment in substantially the

form of the Closing Merger Partner Merger Shares Allocation Schedule. Public Company shall be entitled, without any duty of inquiry or

investigation, to rely on, and make (or cause to be made) distributions of Milestone Payments in accordance with, the applicable Milestone

Payment Allocation Schedule, and Public Company shall not be responsible for the calculations or determinations regarding such calculations

set forth therein. Subject to Section 2.2(h) and finality of the applicable Milestone Payment, Public Company shall

pay the corresponding Milestone Payment (if any) (net of the Contingent Expenses as finally determined pursuant to this Article IX)

to the Participating Securityholders (and Permitted Alternative Payees, if applicable, but excluding holders of Dissenting Shares) in

accordance with the applicable Milestone Payment Allocation Schedule, within ten (10) Business Days after the receipt of the Milestone

Payment Allocation Schedule by Public Company and the Exchange Agent.

(ii)            All

Milestone Payments shall be paid by wire transfer of immediately available funds to such bank accounts of the Participating Securityholders

or Permitted Alternative Payees as designated by the Securityholder Representative on the applicable Milestone Payment Allocation Schedule.

(d)            Late

Payment Remedies. Notwithstanding anything herein to the contrary, any undisputed amount of any Milestone Payment not paid when due

pursuant to Section 9.1(c)(i) shall accrue interest thereon from (and including) the date such payment was to be made

pursuant to the terms of Section 9.1(c)(i) to the date actually paid in full at an interest rate equal to the lesser

of (i) the Federal Rate plus three percent (3%) per annum and (ii) the maximum interest rate permitted under applicable Law,

in each case, compounded monthly. With respect to any amounts of any Milestone Payment that are the subject of a Dispute Notice, if such

amount is found to be payable to the Securityholder Representative in accordance with Section 9.4, such amount will begin

to accrue interest in accordance with this Section 9.1(d) upon the final resolution of such dispute.

9.2            Contingent

Share Consideration.

(a)            FDA

Approval. In the event that FDA Approval of D-Fi is received by Public Company (such date, the “Approval Date”)

on or prior to 11:59 p.m., Eastern time, on March 31, 2036 (such date and time, the “D-Fi Expiration Time”),

then Public Company shall deliver written notice to the Securityholder Representative of the receipt of FDA Approval, including a copy

of the notice thereof received from the FDA, within ten (10) Business Days following the Approval Date (the “FDA Approval

Notice”).

(b)            Issuance

of Contingent Shares and Payment of any Contingent Expenses. If the Approval Date occurs by the D-Fi Expiration Time, then within

fifteen (15) Business Days of receipt of the FDA Approval Notice, the Securityholder Representative shall prepare and deliver to Public

Company and the Exchange Agent a schedule (the “Contingent Shares Allocation Schedule”) of the Participating Securityholders

(and Permitted Alternative Payees, if applicable) and their Allocable Share of the Contingent Shares, in substantially the form of the

Closing Merger Partner Merger Shares Allocation Schedule. Public Company shall be entitled, without any duty of inquiry or investigation,

to rely on, and issue Contingent Shares in accordance with, the Contingent Shares Allocation Schedule, and Public Company shall not be

responsible for the calculations or determinations regarding such calculations set forth therein. Public Company promptly shall deliver

the Contingent Shares Allocation Schedule to its transfer agent and instruct its transfer agent to issue the Contingent Shares in accordance

with the Contingent Shares Allocation Schedule. Promptly following receipt of an invoice for any Contingent Expenses (solely to the extent

such Contingent Expenses were taken into account in the calculation of Contingent Shares payable pursuant to this Agreement), Public

Company will pay, or cause to be paid, such amount in full.

of Contingent Shares. In the event the D-Fi Expiration Time occurs and FDA Approval has not been obtained, the Participating Securityholders

shall not have any right to receive Contingent Shares or any benefit therefrom.

(d)            No

Fractional Shares. No certificate or scrip representing fractional Contingent Shares shall be issued, and such fractional share interests

shall not entitle the owner thereof to vote or to any other rights of a stockholder of Public Company. For purposes of this Section 9.2(d),

all fractional Contingent Shares to which a single Participating Securityholder would be entitled shall be aggregated and calculations

shall be rounded to three decimal places. Any fractional Contingent Share a Participating Securityholder would otherwise be entitled

to receive shall be rounded up to the nearest whole share, and no cash or other consideration shall be paid for any such fractional Contingent

Share.

(e)            Equitable

Adjustments. In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities

convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to

Public Company Common Stock or Public Company Preferred Stock occurring after the date hereof and prior to the date upon which the Contingent

Shares are issued, all references herein to specified numbers of Contingent Shares, and all calculations provided for that are based

upon numbers of shares of any class or series (or prices therefor) affected thereby, shall be equitably adjusted to the extent necessary

to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock

dividend, reorganization, reclassification, combination, recapitalization or other like change. Nothing in this Section 9.2(e) shall

be construed to permit Merger Partner, Public Company or any Subsidiary of Public Company to take any action with respect to its securities

that is prohibited by the terms of this Agreement.

9.3            PRV

Request and PRV Sale Transaction.

(a)            The

Surviving Company shall submit a PRV Request to the FDA in connection with the Biologics License Application for D-Fi. The Surviving

Company shall have the sole responsibility for interacting with the FDA or any other applicable Governmental Entity, responding to inquiries

with respect to any documentation associated with the PRV Request and filing all updates to such filings that may be required.

(b)            Upon

notification from the FDA of approval of D-Fi and evidence of the FDA’s grant of a Priority Review Voucher, Public Company or the

Surviving Company shall promptly (but in any event within five (5) Business Days) notify the Securityholder Representative as to

such receipt and provide the Securityholder Representative with a true, correct and complete copy of the approval letter from the FDA

that evidences such Priority Review Voucher.

Public Company’s or the Surviving Company’s notification to the Securityholder Representative of the FDA’s grant of

a Priority Review Voucher in connection with the approval of the Biologics License Application for D-Fi, the Securityholder Representative

may negotiate the terms and conditions of a PRV Sale Transaction on behalf of the Surviving Company. Notwithstanding the foregoing, the

Surviving Company shall not be required to enter into or consummate any PRV Sale Transaction unless the definitive agreement for such

PRV Sale Transaction (i) provides that the representations and warranties of the Surviving Company and its Affiliates thereunder

are limited to fundamental representations and warranties (i.e., due organization, authority and enforceability, title to the Priority

Review Voucher and non-contravention), (ii) provides that all representations and warranties of the Surviving Company and its Affiliates

thereunder do not survive the closing of such PRV Sale Transaction (i.e., on an “as-is” basis and with no survival), (iii) does

not include any non-competition, non-solicitation, exclusivity or other restrictive covenant or similar obligation that would restrict

or limit the business operations or activities of the Surviving Company or any of its Affiliates in any respect, and (iv) does not

include any indemnification or other obligation of the Surviving Company or any of its Affiliates that would survive the closing of such

PRV Sale Transaction, other than customary post-closing obligations, such as confidentiality and further assurances, that are limited

in scope and duration, in each case, as reasonably determined by Public Company (the “Acceptable PRV Sale Terms”).

Any proposed sale of the Priority Review Voucher that involves consideration in the form of capital stock or other equity interests of

any Person shall require the prior written consent of Public Company, which consent shall not be unreasonably withheld, conditioned or

delayed. If the Securityholder Representative negotiates a PRV Sale Transaction on Acceptable PRV Sale Terms, the Securityholder Representative

shall promptly (but in any event within five (5) Business Days) notify Public Company and provide Public Company with a true, correct

and complete copy of the proposed definitive agreements with respect to a PRV Sale Transaction. The Securityholder Representative shall

consider in good faith any comments timely provided by Public Company on such definitive agreements with respect to a PRV Sale Transaction,

and shall be obligated to incorporate any such reasonable comments. Following the incorporation of such reasonable comments, Public Company

shall cause the Surviving Company to use its reasonable best efforts to enter into such definitive agreements with respect to a PRV Sale

Transaction, and to consummate a PRV Sale Transaction, in each case in accordance with the Acceptable PRV Sale Terms and such terms and

conditions as may be set forth in the definitive agreements with respect to such PRV Sale Transaction. Upon the consummation of a PRV

Sale Transaction, Public Company and the Surviving Company shall pay the PRV Interest to the Participating Securityholders in accordance

with Section 9.3(d). For the avoidance of doubt, the obligations set forth in this Section 9.3 shall survive

any Change of Control.

(d)            Public

Company shall deliver written notice to the Securityholder Representative of the amount of the PRV Proceeds (accompanied by supporting

documentation and calculations) (the “PRV Sale Transaction Notice”) within five (5) Business Days after the consummation

of the PRV Sale Transaction. Within five (5) Business Days after receipt of the amount of the PRV Proceeds, the Securityholder Representative

shall prepare and deliver to Public Company and the Exchange Agent a schedule (the “PRV Interest Allocation Schedule”)

of the Participating Securityholders and their Allocable Share of the PRV Interest. Public Company shall be entitled, without any duty

of inquiry or investigation, to rely on, and make distributions of the PRV Interest in accordance with, the PRV Interest Allocation Schedule,

and Public Company shall not be responsible for the calculations or determinations regarding such calculations set forth therein. Subject

to Section 2.2(h) and finality of the applicable PRV Interest, Public Company shall pay the PRV Interest to the Participating

Securityholders (excluding holders of Dissenting Shares) in accordance with the PRV Interest Allocation Schedule, within thirty (30)

days after the amount of the PRV Interest becomes final pursuant to Section 9.4.

9.4            Disputes.

(a)            If

the Securityholder Representative in good faith disagrees with Public Company’s determination of (A) the achievement of any

Milestone, (B) the number of Contingent Shares issuable hereunder, (C) the PRV Proceeds amount, or (D) the Total Stock

Consideration Percentage and any Adjustment Contingent Shares (or with any calculation or determination set forth in or included with

the applicable Milestone Achievement Notice, FDA Approval Notice, PRV Sale Transaction Notice, or Contingent Payment Adjustment Notice),

the Securityholder Representative shall deliver written notice of such disagreement (a “Dispute Notice”) to Public

Company within thirty (30) days (except that this shall be five (5) Business Days in the case of a dispute as to the number of Contingent

Shares) after receipt of the applicable Milestone Achievement Notice, FDA Approval Notice, PRV Sale Transaction Notice or Contingent

Payment Adjustment Notice. To the extent reasonably determinable based on the materials and information provided by Public Company, the

Dispute Notice shall specify in reasonable detail the basis of the disagreement and, to the extent that Public Company has provided the

Securityholder Representative with sufficient information to do so, the Securityholder Representative’s calculation of the disputed

items.

(b)            If

the Securityholder Representative delivers a timely Dispute Notice, Public Company and the Securityholder Representative shall attempt

in good faith to resolve such dispute for a period of thirty (30) days following delivery of the Dispute Notice (the “Resolution

Period”). If Public Company and the Securityholder Representative are unable to resolve the dispute within the Resolution Period,

then either party may submit the disputed items for resolution by an independent nationally recognized accounting firm mutually acceptable

(acting reasonably) to Public Company and the Securityholder Representative (the “Accounting Firm”), to resolve all

matters in dispute, adjudicating only those matters still in dispute.

Accounting Firm shall act as an expert and not as an arbitrator and shall make a determination only with respect to the specific items

in dispute and only in accordance with this Agreement and, to the extent applicable, GAAP (with the understanding that in the case of

a conflict or inconsistency between the terms of this Agreement and GAAP, the terms of this Agreement shall be controlling). The Accounting

Firm’s determination of any disputed item shall not be more favorable to Public Company than reflected in the applicable Milestone

Achievement Notice, FDA Approval Notice, PRV Sale Transaction Notice or Contingent Payment Adjustment Notice nor more favorable to the

Securityholder Representative than reflected in the Dispute Notice, and shall be final, conclusive and binding on all parties, absent

manifest error or fraud.

(d)            The

Accounting Firm shall offer the Securityholder Representative and Public Company the opportunity to provide written submissions regarding

their positions on the disputed matters, which written submissions shall be provided to the Accounting Firm, if at all, no later than

twenty (20) days after the date of referral of the disputed matters to the Accounting Firm. The determination of the Accounting Firm

shall be based solely on such written submissions by the Securityholder Representative and Public Company and their respective Representatives

and the terms and conditions of this Agreement and shall not be by independent review. There shall be no ex parte communications between

Public Company (or its Representatives) or the Securityholder Representative, on the one hand, and the Accounting Firm, on the other

hand, relating to the disputed items and, unless requested by the Accounting Firm in writing, no party may present any additional information

or arguments to the Accounting Firm, either orally or in writing. The Accounting Firm shall deliver a written report resolving only the

disputed matters submitted to the Accounting Firm and setting forth the basis for such resolution within thirty (30) days after the dispute

is submitted for its determination. In preparing its report, the Accounting Firm shall not assign a value to any disputed amount greater

than the greatest value for such disputed amount, or less than the smallest value for such disputed amount, submitted by the Securityholder

Representative, on the one hand, or Public Company, on the other hand, and the Accounting Firm shall resolve such disputed amounts by

determining whether they are calculated in accordance with this Agreement.

(e)            The

fees and expenses of the Accounting Firm shall be allocated between Public Company, on the one hand, and the Securityholder Representative

(on behalf of the Participating Securityholders), on the other hand, in the same proportion that the aggregate dollar amount of disputed

items that are not resolved in favor of such party, as applicable, bears to the total dollar amount of disputed items resolved by the

Accounting Firm.

(f)            Upon

reasonable prior notice, Public Company and the Surviving Company shall provide the Securityholder Representative and its Representatives

with reasonable access during normal working hours to the work papers (subject to the execution of customary work paper access letters,

if requested), back-up materials and other books and records of Public Company and the Surviving Company, in each case, solely for the

purpose of assisting the Securityholder Representative in its review of a Milestone Achievement Notice, FDA Approval Notice, PRV Sale

Transaction Notice or Contingent Payment Adjustment Notice and the information and calculations contained or required to be contained

therein. Upon reasonable prior notice, Public Company and the Surviving Company shall provide the Securityholder Representative and its

Representatives with reasonable access during normal working hours to (i) the personnel of Public Company or the Surviving Company

who were responsible for the preparation of the applicable notice and (ii) Public Company’s accountants (subject to the execution

of customary confidentiality agreements or work paper access letters, if requested), in the case of each of clauses (i) and (ii),

solely for the purpose of assisting the Securityholder Representative in its review of a Milestone Achievement Notice, FDA Approval Notice,

PRV Sale Transaction Notice or Contingent Payment Adjustment Notice and the information and calculations contained or required to be

contained therein.

9.5            Post-Closing

Obligations and Efforts.

(a)            Commercially

Reasonable Efforts.

(i)            Public

Company shall, and shall cause the Surviving Company to, use Commercially Reasonable Efforts to (i) perform and attempt to complete

the material activities outlined in the Product Development Plan in the timeframes set forth therein and (ii) prepare, execute,

deliver and file any and all agreements, documents or instruments that are necessary or desirable to secure and, once approved, maintain

Regulatory Approval for D-Fi in a Major Market.

(ii)            Public

Company shall, and shall cause the Surviving Company to, use Commercially Reasonable Efforts not to withdraw or abandon, or fail to take

any action necessary to prevent the withdrawal or abandonment of, any Regulatory Approval in a Major Market for the Covered Product once

obtained. Following receipt of Regulatory Approval for the Covered Product in a Major Market, Public Company shall, and shall cause the

Surviving Company to, use Commercially Reasonable Efforts to Exploit the Covered Product in a Major Market.

(b)            Record

Keeping by Public Company; Audit Rights. From and after the Closing and until the latest of the payment of the Third Revenue Milestone

Payment, the payment of the PRV Interest or the issuance of the Contingent Shares, Public Company shall maintain books and records in

sufficient detail to permit verification of all Milestones and Milestone Payments under this Agreement. No more than once in any given

twelve (12) month period, upon thirty (30) days’ prior written notice, the Securityholder Representative may engage, at its expense,

an independent certified public accounting firm of nationally recognized standing, to perform a limited inspection or audit of the relevant

books and records of Public Company during normal business hours solely to verify the accuracy of any D-Fi Net Sales Statement relating

to any period within the prior twenty-four (24) months that has not previously been subject to any such review. Public Company shall

reasonably cooperate with the independent certified public accounting firm. Public Company shall provide the independent certified public

accounting firm with (i) reasonable access during normal business hours to the designated Representatives and to the relevant books,

records, documents and information relating to the calculation of D-Fi Net Sales in respect of the periods subject to such audit, and

(ii) copies of such relevant books, records, documents and information, in each case of the foregoing clauses (i) and (ii),

to the extent reasonably requested by the independent certified public accounting firm and subject to the execution of customary confidentiality

agreements or work paper access letters, if requested; provided, however, that any such access shall be conducted

at a reasonable time, under the supervision of appropriate personnel of Public Company and in such a manner as not to unreasonably interfere

with the normal operation of the business of Public Company or create a risk of damage or destruction to any property. If the result

of any audit conducted pursuant to this Section 9.5(b) is payment of an underpayment to the Securityholder Representative

pursuant to Section 9.5(c), then the Securityholder Representative may conduct a second audit pursuant to this Section 9.5(b) in

the same applicable twelve (12)-month period. The independent certified public accounting firm shall disclose to the Securityholder Representative

only whether the calculations of D-Fi Net Sales set forth on the applicable D-Fi Net Sales Statement are correct or not and the specific

details concerning any discrepancies. No other information shall be shared, and in no event shall Public Company or the Surviving Company

be required to provide any Tax Returns or any other Tax information it reasonably deems confidential to the Securityholder Representative

or any other party (other than the independent certified public accounting firm, subject to the confidentiality agreement referenced

above).

If the accounting firm determines that additional Milestone Payments were owed for the audited period, Public Company shall pay, or cause

to be paid, to the Securityholder Representative (for further distribution to the Participating Securityholders) such underpayment within

thirty (30) days of receiving the accounting firm’s written report. If the accounting firm determines that more Milestone Payments

were paid than should have been for the audited period, Public Company shall offset such overpayment against any amounts otherwise due

from Public Company under this Agreement. If any underpayment exceeds ten percent (10%) of the amount correctly owed, the fees and expenses

of the accounting firm shall be borne by Public Company.

(d)            Survival

of Obligations. All obligations of Public Company and the Surviving Company under this Article IX, including but not

limited to the obligation to deliver Contingent Shares (or the Contingent Consideration Equivalent) pursuant to Section 9.2,

to make Milestone Payments pursuant to Section 9.1, to deliver PRV Interest pursuant to Section 9.3, and to use

Commercially Reasonable Efforts pursuant to Section 9.5(a) (collectively, the “Article IX Obligations”),

shall run with the Product Rights and bind Public Company, the Surviving Company, each COC Acquiror, and each of their respective successors

and permitted assigns until all Article IX Obligations have been satisfied in full.

9.6            Acknowledgments.

Notwithstanding the foregoing, each of Merger Partner, the Securityholder Representative and the Participating Securityholders acknowledges

and agrees that (i) the rights to receive Contingent Shares, Milestone Payments and the PRV Interest are solely contractual rights,

(ii) the rights to receive Contingent Shares, Milestone Payments and the PRV Interest are speculative and subject to numerous factors

outside the control of the parties, including the receipt of FDA Approval, achievement of the Clinical Milestone or commercialization

of D-Fi, (iii) there is no assurance that the Participating Securityholders will be entitled to receive any Contingent Shares, Milestone

Payments or PRV Interest payment, and, except for the obligations of Public Company and the Surviving Company set forth herein, none

of Public Company or its Affiliates has promised any such payments or owes a fiduciary duty or express or implied duty to the Participating

Securityholders, (iv) except for the obligations of Public Company and the Surviving Company and the rights of the Securityholder

Representative set forth herein, Public Company will have full management and operational authority to direct its and its Subsidiaries’

business following the Closing with respect to all matters, may at any time change its and its Subsidiaries’ operations and may

take any and all other actions (or fail to take any action) that Public Company, in its judgment, shall deem advisable or in its best

interest, and, except for the obligations of Public Company and the Surviving Company set forth herein, will in no event be under any

obligation to achieve any Milestone or the FDA Approval or to maximize the Milestone Payments, number of Contingent Shares or PRV Proceeds

or minimize the Contingent Expenses; provided, that Public Company shall not, and shall cause the Surviving Company and

each of their respective Subsidiaries not to, intentionally take or intentionally omit to take any actions with respect to the conduct

of the Surviving Company’s business for the primary purpose of prejudicing the Participating Securityholders’ right to receive

the Contingent Shares, Milestone Payments or PRV Interest, or the amount of any of the foregoing, (v) the rights to receive Contingent

Shares, Milestone Payments or PRV Interest payments are not investments in Public Company, the Surviving Company or any of their respective

Affiliates, shall not be represented by any form of certificate or other instrument, and the Participating Securityholders shall not

have any additional rights as a securityholder of Public Company, the Surviving Company or any of their respective Affiliates as a result

of such contingent rights and (vi) any assignment or transfer of the right to receive the Contingent Shares or Milestone Payments

to a Person in violation of Section 9.7 shall be null and void.

9.7            Designation

of Permitted Alternative Payee.

(a)            Public

Company acknowledges that each of the Participating Securityholders may instruct the Securityholder Representative to designate a Permitted

Alternative Payee, other than an Excluded Alternative Payee, to receive all or a portion of such Participating Securityholder’s

Allocable Share of any consideration owed pursuant to this Article IX, which the Securityholder Representative shall reflect

on the applicable Milestone Payment Allocation Schedule, Contingent Shares Allocation Schedule or PRV Interest Allocation Schedule (each

an “Allocation Schedule”). No such designation shall (x) confer upon any Permitted Alternative Payee any right

or claim against Public Company, the Surviving Company or any of their respective Affiliates, (y) make any Permitted Alternative

Payee a party to, or a third-party beneficiary of, this Agreement, or (z) entitle any Permitted Alternative Payee to any notice,

information, audit, dispute or enforcement right hereunder, each of which shall remain exercisable solely by the Securityholder Representative.

(b)            If

any portion of the consideration owed pursuant to this Article IX is to be issued or paid to a Permitted Alternative Payee,

it shall be a condition to such payment that (i) the Securityholder Representative shall include on the Allocation Schedule a true

and correct list of the Affiliates of such Permitted Alternative Payee, (ii) the Securityholder Representative shall provide any

other information reasonably requested by Public Company in order to determine whether any party listed on such Allocation Schedule is

an Excluded Alternative Payee, (iii) the Permitted Alternative Payee requesting such payment shall pay to the Exchange Agent any

transfer or other Taxes required as a result of such payment to a Permitted Alternative Payee or establish to the reasonable satisfaction

of the Exchange Agent that such Tax has been paid or is not payable and (iv) the Permitted Alternative Payee shall deliver all withholding

and other Tax forms reasonably requested by Public Company or the Exchange Agent. Public Company shall notify the Securityholder Representative

in writing, within ten (10) Business Days after delivery of the applicable Allocation Schedule, if it reasonably believes any designated

Permitted Alternative Payee is an Excluded Alternative Payee, specifying the basis therefor, and Public Company shall not be required

to pay any consideration otherwise payable to such Excluded Alternative Payee. Following a timely notice by Public Company, the applicable

Participating Securityholder may, by instruction to the Securityholder Representative within ten (10) Business Days, designate a

substitute Permitted Alternative Payee on a revised Allocation Schedule. If no substitute is timely designated by the Participating Securityholder

or Public Company timely objects to the substitute, then the affected consideration shall instead be issued or paid to such Participating

Securityholder, and Public Company shall not delay, withhold or set off any other consideration payable under this Article IX

by reason of such notice.

Section 9.6(vi), any Participating Securityholder may pledge, grant a security interest in, or collaterally assign its right

to receive Contingent Shares, Milestone Payments or PRV Interest to any Person that is not an Excluded Alternative Payee, and the Securityholder

Representative may reflect on an Allocation Schedule a direction to remit all or any portion of such Participating Securityholder’s

Allocable Share to an account designated by such Person, which payment shall discharge Public Company’s obligations in respect

thereof. No such pledge, grant or collateral assignment shall (i) confer upon such Person any right or claim against Public Company,

the Surviving Company or any of their respective Affiliates, (ii) make such Person a party to, or a third-party beneficiary of,

this Agreement, or (iii) entitle such Person to any notice, information, audit, dispute or enforcement right hereunder, each of

which shall remain exercisable solely by the Securityholder Representative.

9.8            Adjustments

to Contingent Consideration. Notwithstanding anything to the contrary contained in this Agreement, prior to the payment of the PRV

Proceeds or any Milestone Payment (each, a “Contingent Cash Payment”), the amount and composition of such Contingent

Cash Payment will be adjusted as set forth below (subject to Section 9.4).

(a)            No

less than thirty (30) days prior to the date that any Contingent Cash Payment is required to be paid hereunder (each, a “Calculation

Date”), Public Company shall, in consultation with the Tax Advisor, determine the Total Stock Consideration Percentage if such

Contingent Cash Payment were to be paid in cash. Subject to Section 9.4 and Section 9.8(c), if such Total Stock

Consideration Percentage is less than the Reorganization Threshold, then the portion of such Contingent Cash Payment that would be required

to be paid in Public Company Common Stock for the Total Stock Consideration Percentage to equal the Reorganization Threshold will be

paid in Public Company Common Stock on a dollar for dollar basis, calculated in accordance with Section 9.8(b) (such

Public Company Common Stock issued in lieu of cash, “Adjustment Contingent Shares”).

(b)            For

purposes of determining the number of Adjustment Contingent Shares issued pursuant to Section 9.8(a) (but not, for the

avoidance of doubt, for purposes of determining the value of such Adjustment Contingent Shares used for purposes of determining whether

the Total Stock Consideration Percentage has been achieved), the value of the Adjustment Contingent Shares shall be calculated using

the greater of the volume weighted average closing trading price of a share of Public Company Common Stock on the NYSE American for the

twenty (20) consecutive trading days ending on the last trading day immediately prior to the Calculation Date and the Floor Price.

anything to the contrary in this Agreement, in no event shall the number of shares of Public Company Common Stock paid to Participating

Securityholders pursuant to this Article IX exceed the Share Cap. If the number of Adjustment Contingent Shares required

to be issued with respect to any Contingent Cash Payment would otherwise result in the Share Cap being exceeded, then the Adjustment

Contingent Shares payable with respect to such Contingent Cash Payment shall be reduced to the maximum amount payable so as to not exceed

the Share Cap. The parties hereto acknowledge and agree that the provisions of this Section 9.8 may result in the value of

a Contingent Cash Payment being less than the amount otherwise payable pursuant to this Agreement.

(d)            On

the Calculation Date, Public Company shall prepare and deliver to the Securityholder Representative a written notice (a “Contingent

Payment Adjustment Notice”) setting forth (i) the Tax Advisor’s calculation of the Total Stock Consideration Percentage

as of the Calculation Date, (ii) the Adjustment Contingent Shares payable with respect to such Contingent Cash Payment and (iii) reasonable

supporting documentation for the foregoing. Subject to Section 9.4, Public Company shall issue the Adjustment Contingent

Shares on the applicable payment date of the Milestone Payment or the PRV Interest, and within five (5) Business Days after the

delivery of a Contingent Payment Adjustment Notice, the Securityholder Representative shall prepare and deliver to Public Company and

the Exchange Agent an updated Milestone Payment Allocation Schedule or PRV Interest Allocation Schedule, as applicable, in each case

reflecting the allocation of Contingent Cash Payments and Adjustment Contingent Shares as set forth in the Contingent Payment Adjustment

Notice (as finally determined pursuant to Section 9.4). Public Company shall be entitled, without any duty of inquiry or

investigation, to rely on, and release (or cause to be released) Contingent Cash Payments and Adjustment Contingent Shares to the recipients

set forth in such updated Milestone Payment Allocation Schedule or PRV Interest Allocation Schedule, and Public Company shall not be

responsible for the calculations or determinations regarding such calculations set forth therein.

(e)            Notwithstanding

anything in this Agreement to the contrary, in the event that (i) the Securityholder Representative initiates a dispute pursuant

to Section 9.4 with respect to a Contingent Payment Adjustment Notice, (ii) such dispute is resolved by the Accounting

Firm in favor of the Securityholder Representative, and (iii) Public Company determines in good faith that, solely as a result of

the resolution of such dispute, the Intended Tax Treatment is no longer supportable under applicable Law, Public Company shall (x) deliver

written notice of such determination to the Securityholder Representative within thirty (30) days after such dispute is resolved by the

Accounting Firm, and (y) participate in good faith discussions with the Securityholder Representative to agree to a mutually acceptable

solution that preserves the Intended Tax Treatment; provided that if Public Company and the Securityholder Representative are unable

to agree on such solution within thirty (30) days after Public Company provides the notice in clause (x) above, then Public

Company shall be entitled to take a position contrary to the Intended Tax Treatment on its Tax Returns and in any Tax audit or proceeding.

Article X.

SURVIVAL AND INDEMNIFICATION

10.1            Survival

of Representations, Warranties and Agreements. The parties hereto hereby agree that (a) the representations and warranties of

Public Company and the Merger Subs contained in this Agreement will terminate at the Initial Effective Time, (b) the representations

and warranties of Merger Partner contained in this Agreement shall survive the Closing until the second (2nd) anniversary

of the Closing Date, and (c) the covenants, obligations, and agreements in this Agreement shall survive the Closing in accordance

with their respective terms and remain in full force and effect until such particular covenant, obligation, or agreement is fully performed

or fulfilled as provided in this Agreement (each such date set forth in this Section 10.1, with respect to representations,

warranties and covenants, being hereinafter referred to as an “Expiration Date”). No claim for a breach of representation,

warranty or covenant may be brought by any party after the applicable Expiration Date; provided that if written notice of any

claim for indemnification under this Article X has been properly and timely provided in accordance with this Agreement prior

to the applicable Expiration Date, the indemnification claim shall survive until such claim is finally resolved.

10.2            Indemnification

by Participating Securityholders. From and after the Closing, the Participating Securityholders shall, severally and not jointly,

indemnify and hold harmless Public Company, its Affiliates, and their respective successors, assigns, officers, directors, and Representatives

(each, a “Public Company Indemnified Party”) from and against, and be liable to the Public Company Indemnified Parties

for, any and all Losses incurred, suffered or sustained by, or imposed upon, any Public Company Indemnified Party arising out of, based

upon, related to or resulting from:

(a)            any

breach or inaccuracy of any of the representations and warranties of Merger Partner set forth in Article III;

(b)            any

breach of, or failure to comply with or perform, any covenant, obligation, or agreement of Merger Partner, its Affiliates or the Securityholder

Representative contained in this Agreement; and

matters arising out of any Action brought by any putative holder of Merger Partner Capital Stock and relating to a claim that (i) such

Person is or was or should be a holder of Merger Partner Capital Stock or (ii) the Merger Partner Merger Shares, any Contingent

Shares, any Milestone Payment or other amounts payable pursuant to this Agreement were not allocated or distributed in accordance with

such Person’s purported Allocable Share, applicable Law, the Organizational Documents of Merger Partner or any other applicable

Contracts (such matters, “Consideration Matters”).

10.3      Indemnification

by Public Company. From and after the Closing, Public Company shall indemnify and hold harmless

the Participating Securityholders (each, a “Merger Partner Indemnified Party”) from and against, and be liable to

the Merger Partner Indemnified Parties for, any and all Losses incurred, suffered or sustained by, or imposed upon, any Merger Partner

Indemnified Party arising out of, based upon, related to or resulting from any breach of, or failure to comply with or perform, any covenant,

obligation, or agreement of Public Company contained in this Agreement.

10.4            Indemnification

Claims.

(a)            For

the avoidance of doubt, any claim by a Public Company Indemnified Party shall solely be made and administered by Public Company on behalf

of the Public Company Indemnified Parties, and any claim by a Merger Partner Indemnified Party shall solely be made and administered

by the Securityholder Representative on behalf of the Participating Securityholders (and any Merger Partner Indemnified Parties). Any

Public Company Indemnified Party or Merger Partner Indemnified Party seeking indemnification under this Agreement (an “Indemnified

Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third-Party Claim”)

in respect of any matter that is subject to indemnification under Section 10.2 or Section 10.3, as applicable,

shall (i) promptly notify Public Company or the Securityholder Representative (on behalf of the Participating Securityholders),

as applicable (the “Indemnifying Party”), of the Third-Party Claim, and (ii) as promptly as practicable (and

in any event within forty-five (45) days after receipt of notice of the commencement of such Third-Party Claim), transmit to the Indemnifying

Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim together

with copies of all material written evidence thereof and the amount or the Indemnified Party’s good faith estimate of any Losses

expected to be incurred with respect thereto (if reasonably determinable). Notwithstanding the foregoing, the delay or failure to give

the notice provided in, or in accordance with, this Section 10.4(a) will not relieve the Indemnifying Party of its obligations

under this Article X, except to the extent such Indemnifying Party is actually materially prejudiced by such delay or failure.

(b)            The

Indemnifying Party shall have the right to assume the defense of such Third-Party Claim (except in the case of an Excluded Matter) with

counsel selected by the Indemnifying Party (and reasonably acceptable to the Indemnified Party) by providing written notice to the Indemnified

Party within forty-five (45) days after the Indemnifying Party’s receipt of a Claim Notice that the Indemnifying Party elects to

assume such defense. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party shall diligently pursue

such defense and shall have the authority to negotiate, compromise and settle such Third-Party Claim; provided, however,

that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably

withheld, conditioned or delayed), agree to any settlement that (i) does not include as an unconditional term thereof the giving

by the claimant or plaintiff to the Indemnified Party of a full and unconditional release from all liability in respect of such Third-Party

Claim, (ii) grants any injunctive or equitable relief against the Indemnified Party or any of its Affiliates, (iii) involves

any finding or admission of any violation of Law or any wrongdoing by the Indemnified Party, (iv) involves any criminal liability

of or the imposition of any criminal or quasi-criminal penalties against the Indemnified Party, or (v) imposes any obligations or

restrictions on the conduct of the Indemnified Party or any of its Affiliates other than the payment of money damages that would be borne

solely by the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party

Claim controlled by the Indemnifying Party pursuant to this Section 10.4(b), and the Indemnified Party shall bear its own

costs and expenses with respect to such participation unless, in the reasonable judgment of the Indemnified Party, there is a conflict

of interest (including the availability to the Indemnified Party of one or more defenses that are not available to the Indemnifying Party)

that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, in which case the Indemnified

Party shall be entitled to retain one separate counsel, the reasonable costs and expenses of which shall be borne by the Indemnifying

Party. Notwithstanding the foregoing, if a Third-Party Claim (A) seeks non-monetary relief which, if granted, could adversely affect

the Indemnified Party or its Affiliates and that the Indemnified Party reasonably determines, after conferring with its outside counsel,

cannot be readily separated from any related claim for money damages (provided, that if such equitable relief or other

relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to

assume the defense of the portion relating to money damages), (B) involves a criminal proceeding, or (C) in the event that

any Public Company Indemnified Party is the Indemnified Party, involves any matter that could reasonably be expected to have an adverse

impact on Public Company’s business (each, an “Excluded Matter”), then, in each case, the Indemnified Party

shall have the right to defend the applicable Third-Party Claim in accordance with Section 10.4(c) below. For purposes

of this Section 10.4(b), if a Participating Securityholder is the Indemnifying Party or the Indemnified Party, such references

shall be deemed to refer to the Securityholder Representative acting on behalf of the Participating Securityholders.

the event of an Excluded Matter, or if the Indemnifying Party does not assume the defense of such Third-Party Claim pursuant to Section 10.4(b) within

forty-five (45) days after receipt of any Claim Notice (or notifies the Indemnified Party within such time period that it elects not

to assume the defense of such Third-Party Claim), or assumes such defense but thereafter fails to diligently pursue such defense, then,

in each such instance, the Indemnified Party shall have the right to defend against the applicable Third-Party Claim and shall be reimbursed

for its reasonable cost and expense (including reasonable attorneys’ fees) in regard to such Third-Party Claim with counsel selected

by the Indemnified Party in all appropriate proceedings. In such circumstances, or in the case of an Excluded Matter, the Indemnified

Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided,

however, that the Indemnified Party may not enter into any compromise or settlement of such Third-Party Claim if indemnification

is to be sought hereunder without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned

or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party

pursuant to this Section 10.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

For purposes of this Section 10.4(c), if a Participating Securityholder is the Indemnifying Party or the Indemnified Party,

such references shall be deemed to refer to the Securityholder Representative acting on behalf of the Participating Securityholders.

(d)            A

claim for indemnification for any matter not involving a Third-Party Claim (a “Direct Claim”) shall be asserted by

written notice (a “Direct Claim Notice”) to the applicable Indemnifying Party as promptly as practicable after the

date on which the Indemnified Party becomes aware of facts giving rise to the Direct Claim, which notice shall describe in reasonable

detail the nature of the Direct Claim and shall include, to the extent estimable, a reasonable estimate of the Losses expected to be

incurred with respect thereto. Notwithstanding the foregoing, the delay or failure to give the notice provided in, or in accordance with,

this Section 10.4(d) shall not relieve the Indemnifying Party of its obligations under this Article X, except

to the extent such Indemnifying Party is actually materially prejudiced by such delay or failure. For purposes of this Section 10.4(d),

if a Participating Securityholder is the Indemnifying Party or the Indemnified Party, such references shall be deemed to refer to the

Securityholder Representative acting on behalf of the Participating Securityholders.

(e)            The

Indemnifying Party shall notify the Indemnified Party within the thirty (30)-day period after its receipt of such Direct Claim Notice

as to whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to the Direct Claim described in the

Direct Claim Notice (such notice of dispute, a “Direct Claim Dispute Notice”). If the Indemnifying Party does not

timely deliver a Direct Claim Dispute Notice, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified

Party from and against the Direct Claim described in the Direct Claim Notice. If the Indemnifying Party has timely delivered a Direct

Claim Dispute Notice, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such

dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within thirty (30) days after delivery of a

Direct Claim Dispute Notice, such dispute shall be resolved in accordance with Sections 11.11 through 11.14. For purposes

of this Section 10.4(e), if a Participating Securityholder is the Indemnifying Party or the Indemnified Party, such references

shall be deemed to refer to the Securityholder Representative acting on behalf of the Participating Securityholders.

10.5            Limitations.

Notwithstanding anything to the contrary herein:

(a)            Neither

the Public Company Indemnified Parties nor the Merger Partner Indemnified Parties shall be entitled to any indemnification pursuant to

Section 10.2 or Section 10.3, as applicable, (i) with respect to any Losses arising out of or resulting

from any single matter or group of related matters that would otherwise be indemnifiable pursuant to Section 10.2 or Section 10.3

unless and until such Losses exceed an amount equal to Fifty Thousand Dollars ($50,000.00) (such Losses, the “De Minimis Threshold”);

provided, however, that Losses not exceeding the De Minimis Threshold shall not be aggregated for purposes

of calculating the Threshold; or (ii) unless and until the aggregate amount of all Losses (excluding Losses not exceeding the De

Minimis Threshold) exceeds an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000.00) (such amount, the “Threshold”),

at which point the applicable Indemnified Party shall be entitled to recover all such indemnifiable Losses, subject to the other limitations

set forth in this Article X;

(b)            Public

Company’s aggregate Liability under Section 10.3 shall not exceed $5,000,000, subject to the exceptions in Section 10.6;

Participating Securityholders’ aggregate Liability pursuant to Section 10.2 shall be limited to the Escrow Shares,

except in the case of Fraud or the Consideration Matters. For purposes of determining the value of the shares of Public Company Common

Stock under this Section 10.5, such Escrow Shares or other shares of Public Company Common Stock shall be valued at the volume

weighted average closing trading price of a share of Public Company Common Stock at the 4:00 p.m., Eastern time, end of regular trading

hours on the NYSE American for the twenty (20) consecutive trading days ending on the last trading day immediately prior to the date

on which the applicable indemnification obligation is finally resolved;

(d)            no

Indemnifying Party shall have any Liability for, and Losses will not include, any punitive Losses, except to the extent any such Losses

are awarded and paid with respect to a Third-Party Claim;

(e)            the

amount of any Loss for which an Indemnified Party is entitled to indemnification under this Article X shall be determined

without duplication of recovery by reason of the same facts or circumstances giving rise to such Loss constituting a breach of more than

one representation, warranty, covenant or agreement or otherwise giving rise to more than one indemnifiable matter;

(f)            to

the extent required by applicable Law, each Indemnified Party shall, and shall cause its Affiliates (including, in the case of the Public

Company Indemnified Parties, the Surviving Company and its Subsidiaries) to, use commercially reasonable efforts to mitigate any Losses

indemnifiable under this Article X after becoming aware of any event that gives rise to, or could reasonably be expected

to give rise to, any such Losses; and

(g)            the

amount of any Losses subject to indemnification under Section 10.2 or Section 10.3 shall be calculated net of

(i) any insurance proceeds and (ii) any indemnification payments from any third party, in each case, actually received by the

Indemnified Party on account of such Losses (net of any applicable costs of recovery, including any resulting increase in insurance premiums

attributable thereto). Each Indemnified Party shall use commercially reasonable efforts to seek recovery under all insurance policies

covering any Loss; provided that the pursuit or receipt of any insurance recovery shall not be a condition or prerequisite to

making a claim or recovering under the indemnities set forth in this Article X. If any Indemnified Party receives any insurance

or other recovery with respect to any Loss for which such Indemnified Party has previously received an indemnification payment under

this Article X, then such Indemnified Party shall, promptly (and in any event within five (5) Business Days) following

receipt of such recovery, pay an amount equal to the lesser of (A) the amount of such recovery (net of all attorneys’ fees,

expenses and other costs of recovery, including any applicable deductible and any resulting increase in insurance premiums attributable

thereto) and (B) the amount of such indemnification payment, (x) in the case of a recovery by a Public Company Indemnified

Party, to the Securityholder Representative for distribution to the Participating Securityholders in accordance with Section 2.2,

or (y) in the case of a recovery by a Merger Partner Indemnified Party, to Public Company.

10.6            Exclusive

Remedy. From and after the Closing, the sole and exclusive remedy for any and all claims, Losses or other matters arising out of,

under, or related to this Agreement shall be the rights of indemnification set forth in this Article X, and no Person shall

have any other entitlement, remedy, or recourse, whether in Contract, tort, strict liability, or otherwise. Notwithstanding the balance

of this Section 10.6 or any other provision of this Agreement to the contrary (including, without limitation, any limitations

on remedies, indemnification caps, deductibles, or exclusive remedy provisions contained herein): (a) in the event Public Company

fails to timely pay or deliver the Contingent Shares, any Milestone Payments or the PRV Interest after such number of Contingent Shares

or the amount to be paid, as the case may be, has been finally determined to be issuable or payable under this Agreement and (b) such

failure (i) remains uncured for two (2) Business Days after Public Company’s receipt of written notice thereof from the

Securityholder Representative and (ii) is not the result of a good faith dispute by Public Company as to the amount payable or number

of Contingent Shares deliverable, or as to Public Company’s right to set off or withhold any amount, in each case, as permitted

by this Agreement, the Securityholder Representative shall have the right to pursue any and all actions, remedies, or recourses available

at law or in equity against Public Company to enforce such payment or delivery or to recover damages resulting from such failure. This

Section 10.6 shall not operate to interfere with or impede the operation of the covenants contained in this Agreement that

by their nature are required to be performed after the Closing, or with respect to a party’s right to seek equitable remedies (including

specific performance or injunctive relief). Notwithstanding anything to the contrary herein, and for the avoidance of doubt, the procedures

set forth in Section 9.4 shall not apply to the resolution of disputes related to Public Company’s failure to timely

deliver Contingent Shares, pay Milestone Payments or pay PRV Interest after the number of Contingent Shares deliverable, Milestone Payment(s) due,

or PRV Interest due, as the case may be, have been finally determined.

10.7            Determination

of Losses. Notwithstanding anything to the contrary in this Agreement, from and after the Closing, for purposes of determining whether

there has been a breach and the amount of any Losses suffered by an Indemnified Party that are the subject matter of a claim for indemnification

hereunder, each representation, warranty, covenant, obligation, and agreement in this Agreement and any certificate or document delivered

pursuant hereto shall be read without regard and without giving effect to the term(s) “material”, “Merger Partner

Material Adverse Effect”, or other similar qualifications as to materiality, as if such words and surrounding related words (e.g.,

“reasonably be expected to”, and similar restrictions and qualifiers) were deleted from such representation, warranty, covenant,

obligation, or agreement, except to the extent it qualifies an affirmative requirement to list specified items on the Merger Partner

Disclosure Schedule or the Public Company Disclosure Schedule.

10.8            Right

to Indemnification Not Affected by Knowledge. The right to indemnification and payment of Losses based on any breach of representations,

warranties or covenants will not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired)

at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or

inaccuracy of or compliance with, any such representation or warranty or covenant. The waiver of any condition based on the accuracy

of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right

to indemnification, payment of Losses, or other remedy based on such representations, warranties, covenants and obligations.

10.9            Deposit

of Escrow Shares. At the Initial Effective Time, Public Company shall deposit with the Exchange Agent (in such capacity, the

“Escrow Agent”), for the benefit of the Participating Securityholders, the Escrow Shares in the Escrow Account for

release in accordance with Section 10.12.

10.10            Reduction

of Escrow Shares. Subject to Section 10.11, any claim for which a Public Company Indemnified Party is entitled to indemnification

pursuant to Section 10.2 shall be satisfied by release from the Escrow Account of a number of Escrow Shares equal in value

(based on the Escrow Share Value determined as of the date of such release) to the amount of the Losses owed by the Participating Securityholders

in respect of such claim, such release to occur within five (5) Business Days after the final determination of such Losses in accordance

with Section ‎10.4. For purposes of this Agreement, “Escrow Share Value” means, as of any date of

determination, the volume weighted average closing trading price of a share of Public Company Common Stock at the 4:00 p.m., Eastern

time, end of regular trading hours on the NYSE American for the twenty (20) consecutive trading days ending on the last trading day immediately

prior to such date of determination.

10.11            Set-Off

Rights. Notwithstanding anything to the contrary in this Agreement, Public Company shall have the right to set off, retain, withhold,

or otherwise reduce any Milestone Payment, Contingent Shares, PRV Interest, or any other amounts issuable or payable to the Participating

Securityholders pursuant to this Agreement on account of any Losses to which a Public Company Indemnified Party is entitled in respect

of the Consideration Matters or Fraud so long as (i) Public Company has obtained a final, non-appealable judgment of a court of

competent jurisdiction related to the Loss, (ii) the Securityholder Representative has otherwise agreed in writing to the set-off,

or (iii) such Loss is claimed in good faith by Public Company or any other Public Company Indemnified Party under this Agreement

and such claim remains pending and unresolved as of the date any such payment would otherwise become payable under this Agreement, provided,

that Public Company shall pay any remaining withheld amount (which is not set off against such Loss) to the Securityholder Representative

for distribution to Participating Securityholders following the final resolution of such pending claim. For purposes of any set-off against

Contingent Shares, each share of Public Company Common Stock shall be valued at the Public Company Post-Closing Price.

10.12            Release

of Escrow Shares. On the fifth (5th) Business Day following the second (2nd) anniversary of the Closing Date,

in the event that any Escrow Shares remain in the Escrow Account, Public Company shall prepare and deliver, or cause to be prepared and

delivered, a written notice to the Exchange Agent instructing the Exchange Agent to release one hundred percent (100%) of the Escrow

Shares then held in the Escrow Account and the identity of the Persons to whom the Escrow Shares shall be released; provided,

however, that if any claim shall have been properly asserted by any Public Company Indemnified Party in accordance with

this Agreement on or prior to the second (2nd) anniversary of the Closing Date and such claim remains pending (any such claim,

a “Pending Claim”), (i) the Escrow Shares released to the Participating Securityholders shall be reduced by a

number of Escrow Shares equal to the amount of any such Pending Claim divided by the Escrow Share Value and (ii) the Escrow Shares

retained on account of any such Pending Claim(s) shall be released to the Participating Securityholders promptly upon resolution

or (if applicable) satisfaction of such Pending Claim.

10.13            Equitable

Adjustments to Escrow Shares. In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution

of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with

respect to Public Company Common Stock or Public Company Preferred Stock occurring after the Initial Effective Time, all references herein

to specified numbers of Escrow Shares, and all calculations provided for that are based upon numbers of shares of any class or series

(or prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect

as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination,

recapitalization or other like change.

10.14            Merger

Partner Merger Share Adjustment. Any amounts payable under Section 10.2 or Section 10.3 shall constitute

an adjustment to the number of Merger Partner Merger Shares for Tax reporting purposes and all other purposes to the fullest extent permitted

by applicable Law.

Article XI.

MISCELLANEOUS

11.1            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) three (3) Business

Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day

after being sent for next Business Day delivery, fees prepaid, via a reputable overnight courier service, (iii) on the date transmitted

by e-mail (provided that no “bounce back” or similar message of non-delivery is received with respect thereto), or (iv) on

the date personally delivered to an authorized officer of the party to which sent, in each case, to the intended recipient as set forth

below:

(a)            if

to Public Company or any Merger Sub, to:

Pelthos Therapeutics Inc.

4020 Stirrup Creek Drive, Suite 110

Durham, NC 27703

Attention: Chief Executive Officer; Chief Financial Officer

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Leah Sauter; Kyle Adams

Email:

[***]; [***]

(b)            if

to Merger Partner, to:

Castle Creek Biosciences, Inc.

330 N. Wabash Ave Suite 3500

Chicago, IL 60611

Attention: Chief Executive Officer

Email:

[***]

with a copy (which shall not constitute notice) to:

Castle Creek Biosciences, Inc.

330 N. Wabash Ave Suite 3500

Chicago, IL 60611

Attention: Jude M. Sullivan

Email:

[***]

and

Bradley Arant Boult Cummings LLP

1445 Ross Avenue Suite 3600

Dallas, TX 75202

Attention: Gregory Hidalgo

E-mail: [***]

to Securityholder Representative:

Paragon Biosciences,

LLC

330

N. Wabash Avenue, Suite 3500

Chicago Illinois 60611

Attention: Patrick J. Morris

E-mail: [***]

Any party to this Agreement may give any notice

or other communication hereunder using any other means (including personal delivery, messenger service, ordinary mail or electronic mail),

but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party

for whom it is intended (provided a transmission by e-mail shall be deemed to be received if the sender transmits the e-mail to the correct

address set forth above and no “bounce back” or similar message of non-delivery is received with respect thereto). Any party

to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other

parties to this Agreement notice in the manner set forth in this Section 11.1.

11.2            Entire

Agreement. This Agreement (including the Schedules, Annexes and Exhibits hereto and the documents and instruments referred to herein

that are to be delivered at the Closing) constitutes the entire agreement among the parties to this Agreement and supersedes any prior

understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject

matter hereof and the parties hereto expressly disclaim reliance on any such prior understandings, agreements or representations to the

extent not embodied in this Agreement. Notwithstanding the foregoing, (a) the Confidentiality Agreement shall remain in effect in

accordance with its terms and (b) the Public Company Disclosure Schedule and the Merger Partner Disclosure Schedule shall not, pursuant

to Section 268(b) of the DGCL, be deemed part of this Agreement for purposes of any provision of the DGCL, but shall have the

effects provided in this Agreement.

11.3            Amendment.

Subject to applicable Law and Section 6.8(e) (D&O Indemnification), this Agreement may be amended with the approval

of the Public Company Board and the Merger Partner Board, at any time prior to the Initial Effective Time (whether before or after obtaining

the Public Company Written Consent or the Merger Partner Written Consent); provided, however, that after

the Public Company Written Consent or the Merger Partner Written Consent has been obtained, no amendment to this Agreement may be made

without the further approval of the stockholders of Public Company or Merger Partner, as applicable, if such further approval is required

by Law. This Agreement may not be amended except by an instrument in writing signed (a) prior to the Initial Effective Time, on

behalf of each of Public Company and Merger Partner, and (b) from and after the Initial Effective Time, on behalf of each of Public

Company and the Securityholder Representative.

11.4            Extension;

Waiver. Public Company may (a) extend the time for the performance of any of the obligations or other acts of Merger Partner

set forth herein, (b) waive any inaccuracies in the representations and warranties of Merger Partner set forth herein or (c) waive

compliance by Merger Partner with any of the agreements or conditions set forth herein. Merger Partner may (i) extend the time for

the performance of any of the obligations or other acts of Public Company or any of its Subsidiaries set forth herein, (ii) waive

any inaccuracies in the representations and warranties of Public Company or any of its Subsidiaries set forth herein or (iii) waive

compliance by Public Company or any of its Subsidiaries with any of the agreements or conditions set forth herein. From and after the

Initial Effective Time, the Securityholder Representative shall exercise the rights of Merger Partner under clauses (i) through

(iii) above. Any agreement on the part of any such party to any such extension or waiver shall be valid only if set forth in a written

instrument signed on behalf of such party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach

or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any

party to assert any of its rights hereunder shall not constitute a waiver of such rights.

11.5            Procedure

for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.1, an amendment,

modification or supplement of this Agreement pursuant to Section 11.3 or an extension or waiver of this Agreement pursuant

to Section 11.4 shall, in order to be effective, require action by the respective boards of directors of the applicable parties

(including pursuant to any delegation of authority by the respective boards of directors); provided, that from and after the Initial

Effective Time, no action by any board of directors shall be required in respect of any amendment, extension or waiver effected by the

Securityholder Representative pursuant to Section 11.3 or Section 11.4.

11.6            Assignment.

Other than as set forth in Section 9.7, no party may assign any of its rights or delegate any of its performance obligations

under this Agreement, in whole or in part, by operation of Law or otherwise without the prior written consent of the other parties, and

any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement shall

be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

Any purported assignment of rights or delegation of performance obligations in violation of this Section 11.6 is void.

11.7            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 hereto 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 hereto 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.

11.8            Changes

of Control; Successor Assumption Covenant.

(a)            Following

the Closing and until all Article IX Obligations have been satisfied in full, if a Change of Control occurs, in each case,

which does not result, directly or indirectly, in an assumption by a Qualified Acquiror of Public Company’s obligations pursuant

to this Agreement as a matter of Law or by operation of law, Public Company shall, as a condition precedent to the consummation thereof,

cause the Qualified Acquiror to assume in writing the obligations under Article IX and this Section 11.8 on substantially

the same terms as set forth herein. If the Qualified Acquiror does not have any class of equity securities that are listed on any of

the New York Stock Exchange, Nasdaq Stock Market, NYSE American or another national or international securities exchange, Public Company

shall instead cause the Qualified Acquiror to assume the obligations under Section 9.2 in a manner that requires the Qualified

Acquiror, upon the Contingent Shares becoming issuable pursuant to Section 9.2, to pay to the Participating Securityholders

cash in lieu of any portion of the Contingent Consideration Equivalent which is payable in any form other than cash. Such cash portion

shall be determined by multiplying (x) the number of Contingent Shares that would have been issuable had FDA Approval been received

by Public Company immediately prior to the consummation of such Change of Control, by (y) the price per share of Public Company

Common Stock implied by the purchase price in the Change of Control transaction. Notwithstanding any other provision of this Section 11.8

or this Agreement, (i) Public Company shall not consummate a Change of Control unless the COC Acquiror is a Qualified Acquiror and

(ii) Public Company shall not enter into any agreement which will result in a Change of Control without the consent of the Securityholder

Representative (not to be unreasonably withheld, conditioned or delayed) if, solely as a result of such transaction, the qualification

of the Mergers for the Intended Tax Treatment is adversely affected; provided, however, that the consent of the Securityholder Representative

shall not be required if (A) immediately prior to the consummation of such Change of Control transaction, Public Company is no longer

bound by the Intended Tax Treatment pursuant to Section 1.8(a) or Section 9.8(e), or (B) pursuant to

such Change of Control, the Participating Securityholders receive cash in lieu of all payments to be made pursuant to Article IX

which are otherwise payable in any form other than cash.

(b)            Treatment

of Escrow Shares in Change of Control. Upon consummation of any Change of Control occurring prior to the release of all Escrow Shares

pursuant to Section 10.12:

(i)            all

Escrow Shares then remaining in the Escrow Account shall automatically convert into the right to receive, upon release pursuant to Section 10.12,

consideration of the same type and in the same amount per share as the Contingent Consideration Equivalent payable to holders of Public

Company Common Stock in such Change of Control (such converted consideration, the “Escrow COC Consideration”);

(ii)            any

Escrow Shares retained on account of a Pending Claim at the time of such Change of Control shall be converted to the Escrow COC Consideration

and continue to be held by the Escrow Agent (or such successor escrow agent as may be designated in connection with such Change of Control)

pending resolution of such Pending Claim, and upon final resolution or satisfaction thereof, any remaining Escrow COC Consideration attributable

to such Pending Claim shall be released to the Participating Securityholders in accordance with their respective Allocable Shares; and

(iii)            in

connection with any Change of Control, the Qualified Acquiror shall deposit with the Escrow Agent (or any successor escrow agent) cash

or other consideration in an amount sufficient to satisfy all of Public Company’s then-outstanding obligations with respect to

Escrow Shares under Section 10.10.

Company shall deliver written notice to the Securityholder Representative not less than ten (10) Business Days prior to the consummation

of any Change of Control, which notice shall (i) identify the COC Acquiror, (ii) state the basis on which the COC Acquiror

constitutes a Qualified Acquiror and (iii) state whether the obligations under Article IX and this Section 11.8

will be assumed by the COC Acquiror by operation of Law or pursuant to a written assumption agreement; provided, that if a proxy

statement or information statement that includes the information in clauses (i) and (ii) above is provided to the stockholders

of Public Company in connection with such Change of Control, the delivery by Public Company to the Securityholder Representative of an

electronic copy of such proxy statement or information statement not less than ten (10) Business Days prior to the consummation

of such Change of Control shall satisfy all written notice requirements set forth in this sentence. If such obligations are to be assumed

pursuant to a written assumption agreement, Public Company shall deliver a draft thereof to the Securityholder Representative not less

than five (5) Business Days prior to execution and shall consider in good faith any comments reasonably provided by the Securityholder

Representative. Public Company shall deliver to the Securityholder Representative a copy of any such executed assumption agreement, and

evidence of any deposit required by Section 11.8(b)(iii), promptly following execution or deposit, as applicable. The Securityholder

Representative shall be an express third-party beneficiary of each such assumption agreement, entitled to enforce the obligations assumed

thereunder directly against the COC Acquiror.

11.9            Counterparts

and Signature. This Agreement and any signed agreement or instrument entered into in connection with this Agreement may be executed

in two or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed

an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have

been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the

same counterpart. To the extent signed and delivered by means of a facsimile machine, by email delivery of a “.pdf” or “.jpg”

format data file or by any electronic signature complying with the U.S. federal ESIGN Act of 2000, this Agreement shall be treated in

all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it

were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the

use of a facsimile machine, email delivery of a “.pdf” or “.jpg” format data file or electronic signature complying

with the U.S. federal ESIGN Act of 2000 to deliver a signature to this Agreement or any amendment hereto or the fact that any signature

or agreement or instrument was transmitted or communicated through the use of a facsimile machine, email delivery of a “.pdf”

or “.jpg” format data file or by any electronic signature complying with the U.S. federal ESIGN Act of 2000 as a defense

to the formation of a contract and each party hereto forever waives any such defense.

11.10            Interpretation.

When reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of

this Agreement, unless otherwise indicated. The Exhibits and Annexes attached to this Agreement shall be construed with and as an integral

part of this Agreement to the same extent as if the same had been set forth herein. The table of contents, table of defined terms and

headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation

of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their

mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns

used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns

shall include the plural, and vice versa. 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, and any definition of or reference

to any Law shall be construed as referring to such Law as amended, supplemented, modified or replaced from time to time. Whenever the

words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be

followed by the words “without limitation.” As used in this Agreement, (i) the word “extent” in the phrase

“to the extent” means the degree, if any, to which a subject or thing extends, and such phrase shall not mean simply “if,”

(ii) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive

alternatives, the word “or” shall have the inclusive meaning represented by the phrase “and/or,” and (iii) where

this Agreement states that a party “shall,” “will” or “must” perform in some manner (or refrain from

taking some action), it means that such party is legally obligated to do so under this Agreement. All references in this Agreement to

“days” shall be deemed to refer to calendar days unless Business Days are specified. References to “dollars,”

“Dollars” and “$” shall be references to United States Dollars. Any definition of or reference to any contract

or agreement shall be construed as referring to such contract or agreement as from time to time amended, restated, supplemented or otherwise

modified in accordance with its terms (subject to any restrictions on such amendments set forth herein). Any definition of or reference

to any Person shall be construed to include such Person’s predecessors-in-interest, successors and permitted assigns (subject to

any restrictions on assignment set forth herein). As used in this Agreement, the phrase “date hereof” or “date of this

Agreement” shall refer to the date set forth in the preamble to this Agreement. Where this Agreement refers to information that

was “made available”, that means that such information was either (i) provided directly to Public Company or Merger

Partner, as applicable, by the other party, with confirmation of receipt, (ii) included in the virtual data rooms established by

Public Company and Merger Partner created for the purposes of providing information to the other party in connection with this Agreement

at least one (1) Business Day prior to the execution and delivery of this Agreement or (iii) solely with respect to information

made available by Public Company, filed with and publicly available on the SEC’s EDGAR at least one (1) Business Day prior

to the date of this Agreement. When used in this Agreement, “Person” shall mean any natural person, corporation, exempted

company, limited liability company, partnership, exempted limited partnership, association, joint venture, trust, or other entity or

business association. The parties are each represented by legal counsel and have participated jointly in the negotiation and drafting

of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if

drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the

authorship of any provision of this Agreement. No amount shall be counted, in whole or in part (whether as an increase or reduction),

more than once in the calculation of the Merger Partner Merger Shares, Contingent Shares, Milestone Payments, or any other component

of merger consideration (including such that no amount included in the calculation of one component shall also be included in the calculation

of any other component).

11.11            Governing

Law. This Agreement and all matters, claims, counterclaims, or causes of action (whether in contract, tort, statute, or otherwise)

arising out of or relating to this Agreement and the transactions contemplated hereby (including its interpretation, construction, performance

and enforcement), or the actions of any party in the negotiation, administration, performance, or enforcement of this Agreement (collectively,

“Relevant Matters”) shall be governed by and construed in accordance with the internal Laws of the State of Delaware

without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction)

that would cause the application of Laws of any jurisdictions other than those of the State of Delaware. For the avoidance of doubt,

all matters relating to the internal affairs of Public Company (including the fiduciary duties of its directors and officers) shall be

governed by the internal Laws of the State of Nevada without giving effect to any choice or conflict of Law provision or rule (whether

of the State of Nevada or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the

State of Nevada.

11.12            Remedies.

Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and

not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy

will not preclude the exercise of any other remedy. The parties agree that irreparable damage may occur in the event that any of the

provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each

party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically

the provisions of this Agreement (without any requirement to post any bond or other security in connection with seeking such relief),

in addition to any other remedy at Law or equity.

11.13            Submission

to Jurisdiction. Each of the parties to this Agreement (i) consents to submit itself to the exclusive personal jurisdiction

of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a state or federal

court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to any Relevant Matter, (ii) agrees

that all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) agrees that it shall

not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) agrees

not to bring any action or proceeding arising out of or relating to any Relevant Matter in any other court. Each of the parties hereto

waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other

security that might be required of any other party with respect thereto. Any party may make service on another party by sending or delivering

a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.1.

Nothing in this Section 11.13, however, shall affect the right of any party to serve legal process in any other manner permitted

by Law.

11.14            WAIVER

OF JURY TRIAL. EACH OF PUBLIC COMPANY, THE MERGER SUBS, THE SECURITYHOLDER REPRESENTATIVE AND MERGER PARTNER HEREBY IRREVOCABLY

WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY RELEVANT MATTER. EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY HERETO

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY

HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.14.

11.15            No

Third-Party Beneficiaries

. Nothing in this Agreement,

express or implied, is intended to or shall confer upon any Person (other than Merger Partner, Public Company, Merger Sub, Merger Sub

II and the Persons specified in Section 6.8, Section 6.17, Article X and Section 11.8(c))

any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.16            Disclosure

Schedule. The information contained in each of the Merger Partner Disclosure Schedule and the Public Company Disclosure Schedule (each,

a “Disclosure Schedule”) constitutes exceptions and listings to the representations and warranties of the parties

hereto set forth herein, and shall be deemed to qualify such representations and warranties for all purposes. Any capitalized terms used

in a Disclosure Schedule shall have the meanings set forth in this Agreement. Any sections of a Disclosure Schedule that are marked “None”

indicate that the applicable party has no exceptions with regard to such representations and warranties. To the extent a statement of

fact or the occurrence of any event is described in a Disclosure Schedule for purposes of qualifying a representation, warranty, or covenant,

the existence of such a state of facts or the occurrence of such event shall not be deemed by any third party to constitute a breach

of such representation, warranty, or covenant. Nothing in a Disclosure Schedule shall constitute an admission of any liability or obligation

of any party hereto to any third party, or an admission to any third party against the interests of any party hereto. Each Disclosure

Schedule is qualified by reference to specific provisions of this Agreement. Headings have been inserted in the Disclosure Schedules

for convenience of reference only and shall not have the effect of amending or changing the express description of the sections as set

forth in this Agreement. Each Disclosure Schedule has been arranged in sections corresponding to those set forth in this Agreement, as

applicable, and the disclosure in any section shall qualify only (i) the corresponding section of this Agreement and (ii) the

other sections of this Agreement, to the extent that the relevance of such item to such representations and warranties is reasonably

apparent on the face of such disclosure, notwithstanding the presence or absence of a cross reference thereto. The inclusion of any information

in a Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required

by the terms hereof to be disclosed, is material, has resulted in or would result in a Merger Partner Material Adverse Effect or a Public

Company Material Adverse Effect, as applicable, or is outside the Ordinary Course of Business.

11.17            Securityholder

Representative.

(a)            The

Participating Securityholders, by the adoption of this Agreement and acceptance of consideration under this Agreement, shall be deemed

to have designated the Securityholder Representative as the representative, exclusive agent and true and lawful attorney-in-fact of the

Participating Securityholders, effective as of the Closing.

(b)            The

Securityholder Representative may resign at any time. In the event that the Securityholder Representative becomes unable to perform its

responsibilities hereunder or resigns from such position, the Participating Securityholders who hold at least a majority-in-interest

of the Allocable Share at such time shall be authorized to and shall select another representative to fill such vacancy and such substituted

representative shall be deemed to be the Securityholder Representative for all purposes of this Agreement and the documents delivered

pursuant hereto.

their adoption of this Agreement and acceptance of consideration under this Agreement, the Participating Securityholders shall be deemed

to have agreed that:

(i)            the

Securityholder Representative shall be appointed and constitute the true and lawful attorney-in-fact of each Participating Securityholder

with full power in his, her or its name and on his, her or its behalf to (A) act according to the terms of this Agreement, (B) execute,

deliver, acknowledge, certify and file on behalf of the Participating Securityholders any and all documents that the Securityholder Representative

may, in its sole discretion, determine to be necessary, desirable or appropriate, (C) give and receive notices and other communications

relating to this Agreement and the transactions contemplated hereby on behalf of the Participating Securityholders, (D) interpret

the terms and provisions of this Agreement and any documents to be executed and delivered by Merger Partner or the Participating Securityholders

in connection herewith, (E) amend, modify or supplement this Agreement or any of the instruments to be delivered to Public Company

pursuant to this Agreement, (F) give or agree to, on behalf of all or any of the Participating Securityholders, any and all consents

or modifications deemed by the Securityholder Representative, in its sole and absolute discretion, to be necessary or appropriate under

this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith, (G) take

or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) on behalf of the Participating Securityholders

to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby, including

any matters contemplated by Article X and allocating any Losses related to Consideration Matters or Fraud to the Participating

Securityholder(s) responsible for such Losses, and (H) in general, do all things and perform all acts deemed advisable in connection

with this Agreement;

(ii)            Public

Company and its Affiliates shall be entitled to rely conclusively on the instructions, interpretations and decisions given or made by

the Securityholder Representative as to any of the matters in this Agreement, and no party shall have any cause of action against Public

Company or any of its Affiliates for any action taken by Public Company in reliance upon any such instructions or decisions;

(iii)            all

actions, decisions and instructions of the Securityholder Representative under this Agreement shall be conclusive and binding upon each

of the Participating Securityholders and such Participating Securityholder’s successors as if expressly confirmed and ratified

in writing by such Participating Securityholder, and all defenses which may be available to any Participating Securityholder to contest,

negate or disaffirm the action of the Securityholder Representative taken in good faith under this Agreement are waived; and

(iv)            the

provisions of this Section 11.17, including the powers, immunities and rights to indemnification granted to the Securityholder

Representative hereunder: (A) are independent and severable, are irrevocable and coupled with an interest and shall be binding on

any successor to any Participating Securityholder, and shall survive the death, incompetence, bankruptcy, merger, change of control or

liquidation of any Participating Securityholder, and (B) shall survive the delivery of an assignment by any Participating Securityholder

of the whole or any fraction of his, her or its interest in any amounts payable hereunder.

(d)            Neither

the Securityholder Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the

“Securityholder Representative Group”), shall be liable to any Participating Securityholder for any action or failure

to act in connection with the acceptance or administration of the Securityholder Representative’s responsibilities hereunder, unless

and only to the extent such action or failure to act constitutes fraud, bad faith, gross negligence or willful misconduct on the part

of the Securityholder Representative as determined in a final and non-appealable judgment of a court of competent jurisdiction. The Securityholder

Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions

of this Agreement or its duties or rights hereunder, and it shall incur no liability in its capacity as the Securityholder Representative

to any Participating Securityholder and shall be fully protected with respect to any action taken, omitted or suffered by it in good

faith in accordance with the advice of such counsel. The Securityholder Representative shall not by reason of this Agreement have a fiduciary

relationship in respect of any Participating Securityholder. The Participating Securityholders shall indemnify, defend and hold harmless

the Securityholder Representative Group from and against any and all losses, liabilities, fees, costs, expenses (including fees, disbursements

and costs of counsel and other skilled professionals), judgments, fines, and amounts paid in settlement incurred without bad faith, gross

negligence, or willful misconduct on the part of the Securityholder Representative and arising out of or in connection with the acceptance

or administration of its duties hereunder. The Participating Securityholders acknowledge that the Securityholder Representative shall

not be required to expend or risk its own funds or otherwise incur any financial Liability in the exercise or performance of any of its

powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby and the Participating Securityholders

shall be held severally liable for expenses incurred by the Securityholder Representative as a result of the performance of its responsibilities

hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholder Representative

and the Closing and/or any termination of this Agreement.

(e)            The

Securityholder Representative is hereby authorized to establish an account for the purposes of holding the Reserve Amount (the “Reserve

Account”) and the Securityholder Representative shall use the Reserve Amount in its sole discretion to pay any fees, costs,

expenses or other obligations incurred by the Securityholder Representative acting in its capacity as such. Following the termination

of all duties of the Securityholder Representative, the Securityholder Representative shall transfer any remaining funds held in the

Reserve Account to Public Company.

11.18       Certain

Defined Terms. For purposes of this Agreement:

(a)            “Acquisition

Inquiry” means, with respect to Merger Partner or Public Company, as applicable, an inquiry, indication of interest or request

for information (other than an inquiry, indication of interest or request for information made or submitted by Merger Partner, on the

one hand, or Public Company, on the other hand, to the other party) that would reasonably be expected to lead to an Acquisition Proposal,

other than, as applicable, with respect to the Concurrent Financing or the Bridge Financing.

(b)            “Acquisition

Proposal” means, with respect to Public Company or Merger Partner, (i) any inquiry, proposal or offer for a merger, consolidation,

dissolution, sale of substantial assets, recapitalization, share exchange, tender offer or other business combination involving such

party and its Subsidiaries (other than mergers, consolidations, recapitalizations, share exchanges or other business combinations involving

solely such party and/or one or more Subsidiaries of such party), (ii) any proposal for the issuance by such party of 15% or more

of its equity securities or (iii) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the equity

securities or consolidated total assets of such party and its Subsidiaries, in each case other than the transactions contemplated by

this Agreement; provided, however, that no inquiry, proposal, or offer received pursuant to the terms of

the Concurrent Financing or the Bridge Financing shall be an Acquisition Proposal.

means any suit, litigation, arbitration, claim, cross-claim, counterclaim, complaint, charge, demand, mediation, audit, hearing, investigation,

action, or proceeding, in each case, whether legal, administrative or arbitral.

(d)            “A.G.P.

Warrants” means the warrants to purchase up to 5,500 shares of Public Company Common Stock, issued by Public Company to A.G.P./Alliance

Global Partners pursuant to that certain underwriting agreement, dated February 15, 2024, as amended by that certain Letter Agreement,

dated February 16, 2024.

(e)            “Allocable

Share” means, for each share of Merger Partner Capital Stock, the number of shares of Public Company Common Stock issuable

or to be released from escrow or amount payable for such share as determined in accordance with the terms of the certificate of incorporation

of Merger Partner for a Deemed Liquidation Event (as defined in the certificate of incorporation of Merger Partner). Without limiting

the generality of the foregoing, following the Closing at such time as any Contingent Shares, Escrow Shares, Milestone Payments or PRV

Interest are to be issued, released or paid to the Participating Securityholders, the Allocable Share for each share of Merger Partner

Capital Stock shall be determined, taking into consideration on a cumulative basis the combined amount of the applicable Contingent Shares

or Escrow Shares then to be issued or released or the Milestone Payment or PRV Interest then to be paid, and all shares of Public Company

Common Stock, Milestone Payments or PRV Interest previously issued, released or paid in accordance with this Agreement. The term “Allocable

Share” when used in reference to the Allocable Share of any Participating Securityholder shall mean the aggregate Allocable Share

of all equity interests of Merger Partner held by such Participating Securityholder as to which such Participating Securityholder has

received shares of Public Company Common Stock or any portion of Milestone Payments or PRV Interest in accordance with Section 2.1.

All references in this definition to the certificate of incorporation of Merger Partner refer to Merger Partner’s certificate of

incorporation in effect as of immediately prior to the Initial Effective Time.

(f)             “Biologics

License Application” means an application submitted to the FDA seeking approval of a biologic pursuant to 21 U.S.C. § 262

and 21 C.F.R. Part 601.

(g)            “Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banking institutions in New York, New York

are required or permitted by Law to be closed or other day on which the Delaware Secretary of State is closed.

(h)            “Change

of Control” means any of the following, in each case whether effected in a single transaction or a series of related transactions:

(a) any merger, consolidation, share exchange, recapitalization, or reorganization involving Public Company in which the holders

of voting securities of Public Company (or any entity of which Public Company is a direct or indirect wholly owned Subsidiary) immediately

prior to such transaction cease to hold, immediately following such transaction, more than fifty percent (50%) of the voting power of

the surviving or resulting entity (or its direct or indirect parent entity); (b) any Person or group (as defined under Section 13(d) of

the Exchange Act) acquires beneficial ownership (as defined under Rule 13d-3 thereunder) of more than fifty percent (50%) of the

then-outstanding voting securities of Public Company; (c) any Disposition of all or substantially all of the consolidated assets

of Public Company to any third party not affiliated with Public Company; or (d) any Disposition by Public Company or any of its

Subsidiaries of all or substantially all of the Product Rights to any third party not affiliated with Public Company, including by way

of an exclusive license (whether or not title thereto is retained); provided that neither the Mergers nor any other transaction

expressly contemplated by this Agreement shall constitute a “Change of Control”.

(i)             “Clinical

Milestone” means the Topline Analysis following Completion of the Phase 3 Trial showing (a) a statistically significant

difference in favor of D-Fi on the Primary Endpoint; (b) D-Fi demonstrating either at least 60% Complete Wound Closure as of the

Primary Endpoint Measurement Time(s) or at least a 39% treatment difference between the treated and control wounds as of the Primary

Endpoint Measurement Time(s); and (c) that D-Fi achieved a safety and tolerability profile that is no worse than the previous D-Fi

clinical studies or had no material negative safety observations that call into question the approvability of the D-Fi program.

(j)             “COBRA”

means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(k)            “COC

Acquiror” means, with respect to any Change of Control, the Person (including, if applicable, the surviving or resulting entity

in a merger, consolidation, or reorganization, or the beneficial owner in an open-market acquisition of voting securities) that, immediately

following the consummation of such Change of Control, (a) controls Public Company or the Surviving Company, as applicable, or (b) directly

or indirectly acquires all or substantially all of the consolidated assets of Public Company.

(l)            “Code”

means the Internal Revenue Code of 1986, as amended.

(m)          “Commercially

Reasonable Efforts” means with respect to the efforts to be expended, or considerations to be undertaken, by Public Company

and the Surviving Company with respect to the matters set forth in Section 9.5(a), reasonable, good faith efforts to accomplish

such objective, activity or decision as Public Company would use to accomplish a similar objective, undertake a similar activity or make

a similar decision under similar circumstances in the ordinary course of its business, it being understood and agreed that with respect

to the research, study, development, formulation, processing, engineering, manufacture, testing, seeking and obtaining Regulatory Approval,

or commercialization, of the Covered Product, on a country-by-country basis, Public Company and the Surviving Company may take into account

the following factors, in each case based on conditions then prevailing: (a) issues of efficacy, safety, and expected and actual

approved labeling, (b) the expected and actual competitiveness of alternative products sold by third parties in the marketplace,

(c) the expected and actual product profile of the Covered Product, (d) the expected and actual patent and other proprietary

position of the Covered Product, (e) the likelihood of Regulatory Approval and/or pricing approval or pricing restrictions of the

Covered Product, given the regulatory structure involved, including regulatory or data exclusivity, and (f) the expected and actual

probability of the return on investment in the Covered Product.

(n)            “Company

Products” means the products and services currently being, or contemplated to be, sold or distributed by Merger Partner or

the Merger Partner Subsidiary.

(o)            “Complete

Wound Closure” means complete (100%) wound closure defined as skin re-epithelialization without drainage.

(p)            “Completion”

means completion of the last patient last visit to enable analysis of the Primary Endpoint of the Phase 3 Trial in accordance with the

prespecified protocol and statistical analysis plan.

(q)            “Contingent

Expenses” means any amount required to be paid after Closing to any agent, broker, investment banker, financial advisor or

other firm or Person who is or shall be entitled, as a result of any action, agreement or commitment of Merger Partner, to any broker’s,

finder’s, financial advisor’s or other similar fee or commission in connection with obtaining FDA Approval or achieving any

Milestone.

(r)            “Contingent

Shares” means:

(i)            prior

to the consummation of any Change of Control following the Closing, a number of shares of Public Company Common Stock equal to the product

of (A) (x) Five Million Eight Hundred Thousand (5,800,000) shares of Public Company Common Stock minus (y) a number

of shares of Public Company Common Stock equal to the quotient of (I) the amount of Contingent Expenses, divided by (II) the

Public Company Post-Closing Price, multiplied by (B) the excess (if any) of (x) one minus (y) the product of (I) the

total number of complete calendar quarters elapsed after March 31, 2031 and on or before the Approval Date and (II) 0.05 (such

product, as adjusted pursuant to Section 9.2(e), the “Base Contingent Share Number”); and

(ii)           upon

and following any Change of Control (each, a “COC Event”), in lieu of the shares of Public Company Common Stock otherwise

issuable pursuant to clause (i) of this definition, consideration of the same type and in the same amount per share as the consideration

paid to holders of Public Company Common Stock in such COC Event (the “Contingent Consideration Equivalent”), applied

to the Base Contingent Share Number as adjusted through the date of such COC Event pursuant to Section 11.8, and adjusted

thereafter to reflect any further reorganization, recapitalization, or similar transaction affecting such consideration so as to preserve

the economic benefit intended to be delivered to the Participating Securityholders;

it being the intent of the parties

that “Contingent Shares” shall at all times represent the consideration that holders of the Base Contingent Share Number

of Public Company Common Stock would be entitled to receive in any COC Event, whether in the form of cash, securities, property, or any

combination thereof, and that such obligations shall survive and bind each COC Acquiror and its successors regardless of the number of

Changes of Control that may occur.

(s)            “Contract”

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

mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, covenant not to sue, insurance policy,

benefit plan or commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets

are bound under applicable Law.

(t)            “Covered

Product” means any product or therapy, including any investigational product or therapy, that constitutes, incorporates, comprises

or contains either (a) D-Fi and/or (b) any related, improved, successor, replacement, derivative and/or variation of D-Fi,

in each case for use in the Territory in all forms, presentations, formulations, which, for the avoidance of doubt, includes any topical

formulation, and dosage forms, irrespective of whether such products or therapies are authorized for marketing in the Territory under

a single Regulatory Approval or multiple Regulatory Approvals or whether such products or therapies are formulated as of the date hereof.

(u)            “D-Fi”

means Merger Partner’s autologous human fibroblast cell-based gene therapy genetically modified to express COL7 for the prevention

and treatment of epidermolysis bullosa and/or dystrophic epidermolysis bullosa, also known as FCX-007 (dabocemagene autoficel).

(v)            “D-Fi

Net Sales” means with respect to the Covered Product for any Reporting Period or TTM Period, as applicable, the gross amount

invoiced, billed or otherwise recorded for sales of the Covered Product anywhere in the Territory during such period by or on behalf

of Public Company, its Affiliates, any Distributor, or any Licensee of Public Company or any of its Affiliates (each of the foregoing

Persons, for purposes of this definition, shall be considered a “Related Party”) to a third party in an arms-length

transaction less the following amounts, accrued in accordance with GAAP (applied consistently with the policies, conventions, methodologies

and procedures used by Public Company to prepare its financial statements for purposes of its public reporting obligations under the

Exchange Act); provided that any given amount may be taken as a permitted deduction only once:

(i)            reasonable

and customary rebates, chargebacks, quantity, trade and similar discounts, credits and allowances and other price reductions reasonably

granted, allowed, incurred or paid in so far as they are applied to sales of the Covered Product;

(ii)            discounts

(including cash, quantity, trade, governmental, and similar discounts), coupons, retroactive price reductions, charge back payments and

rebates granted to managed care organizations or to federal, state and local governments, or to their agencies (including payments made

under the new “Medicare Part D Coverage Gap Discount Program” specific to the Covered Product), in each case, as applied

to sales of the Covered Product and actually given to customers;

(iii)            reasonable

and customary credits, adjustments, and allowances, including those granted on account of price adjustments, billing errors, and damage,

Covered Product otherwise not in saleable condition, and rejection, return or recall of a Covered Product;

(iv)            reasonable

and customary freight and insurance costs incurred with respect to the shipment of a Covered Product to customers, in each case if charged

separately and invoiced to the customer;

(v)            sales,

use, value added and excise taxes, customs duties, surcharges and other similar governmental charges incurred in connection with the

exportation or importation of a Covered Product, in each case if charged separately and invoiced to the customer; and

(vi)            co-pay

assistance or other financial support provided to patients, including discounts, reimbursements, or subsidies directly applied to offset

the patient’s out-of-pocket costs, but excluding the fees paid to administer such programs.

100

For clarity, “D-Fi

Net Sales” shall include (i) sales or dispositions for charitable, promotional, pre-clinical, clinical, regulatory, compassionate

use, named patient use or indigent or other similar programs for which Public Company or its successors or assignees receives payment

or books an accounts receivable charge, (ii) any amounts or other consideration including milestone payments, upfront payments,

or payments in kind received from a Related Party, Licensee, Distributor, or non-Related Party in consideration of the grant of a (sub)license

or co-promotion or distribution right to such Related Party, Licensee, Distributor or non-Related Party and (iii) any compensation,

milestone, up front payment, payment in kind, or revenue interest for sales, marketing, co-promotion or promotion rights worldwide or

pursuant to an Out-License.

“D-Fi Net Sales”

shall not include (i) reasonable quantities of Covered Product used as samples, and Covered Product used in the development of Covered

Product, or (ii) sales or dispositions between any of the Related Parties (unless a Related Party is the final end-user of such

Covered Product), but will include subsequent sales or dispositions of Covered Product to a non-Related Party.

With respect to sales

of a Covered Product invoiced in U.S. dollars, D-Fi Net Sales shall be determined in U.S. dollars. With respect to sales of a Covered

Product invoiced in a currency other than U.S. dollars, D-Fi Net Sales shall be determined by converting the currencies at which the

sales are made into U.S. dollars, at rates of exchange determined in a manner consistent with Public Company’s or a Licensee’s,

as applicable, method for calculating rates of exchange in the preparation of Public Company’s or such Licensee’s annual

financial statements in accordance with GAAP (applied consistently with the policies, conventions, methodologies and procedures used

by Public Company to prepare its financial statements for purposes of its public reporting obligations under the Exchange Act).

(w)         “Disposition”

means, with respect to any Person, directly or indirectly, the sale, assignment, conveyance, transfer, license, sublicense or other disposition

(whether in a single transaction or a series of related transactions) (including by way of a sale and leaseback transaction) of property

or assets by such Person.

(x)           “Distributor”

means a third party that (a) purchases or has the option to purchase the Covered Product in finished form from or at the direction

of Public Company or any of its Affiliates, (b) has the right, option or obligation to distribute, market and sell such Covered

Product (with or without packaging rights) in one or more jurisdictions in the Territory, and (c) does not otherwise make any royalty,

milestone, profit share or other similar payment to Public Company or its Affiliate based on such third party’s sale of the Covered

Product. The term “packaging rights” in this definition means the right for the Distributor to package or have packaged Covered

Product supplied in unpackaged bulk form into individual ready-for-sale packs.

(y)          “Employee

Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee

welfare benefit plan” (as defined in Section 3(1) of ERISA), any “employee benefit plan” (as defined in Section 3(3) of

ERISA), and any other written or oral plan, agreement, program, policy, practice or arrangement providing direct or indirect compensation

or benefits to or for the benefit of any current or former employee, director or other individual service provider, including insurance

coverage (including any health, dental, vision and cafeteria plan benefits), employment agreements, severance benefits, disability benefits,

fringe benefits, perquisites, change in control benefits, retention benefits, paid time off benefits, nonqualified deferred compensation,

bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement

compensation and all unexpired severance agreements.

(z)           “Environmental

Law” means any Law, regulation, order, decree, permit, authorization, common law or agency requirement of any jurisdiction

relating to: (i) the protection, investigation or restoration of the environment, human health and safety (as it relates to exposure

to Hazardous Substances) or natural resources; (ii) the handling, use, storage, treatment, presence, disposal, release or threatened

release of any Hazardous Substance; or (iii) wetlands, pollution, contamination or any injury or threat of injury to Persons or

property.

101

(aa)        “Equity

Interests” means, with respect to any Person, all of the (i) shares of capital stock of (or other ownership or profit

interests in) such Person, (ii) warrants, options or other rights for the purchase or acquisition from such Person of shares of

capital stock of (or other ownership or profit interests in) such Person, (iii) securities convertible into or exchangeable for

shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or

acquisition from such Person of such shares (or such other interests), and (iv) other ownership or profit interests in such Person

(including partnership, member, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares,

warrants, options, rights or other interests are outstanding on any date of determination.

(bb)        “ERISA”

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

(cc)        “ERISA

Affiliate” means any Person, entity (whether or not incorporated) or trade or business that is, or at any applicable time was,

treated as a “single employer” or under common control with Public Company or Merger Partner, as applicable, or any Subsidiary

or Affiliate of Public Company or Merger Partner, as applicable, within the meaning of Section 414 of the Code or Section 4001

of ERISA.

(dd)       “Escrow

Account” means the account with the Escrow Agent into which the Escrow Shares are deposited.

(ee)        “Escrow

Agreement” means an Escrow Agreement between Public Company, the Securityholder Representative and the Escrow Agent, in a form

reasonably satisfactory to Public Company and the Securityholder Representative.

(ff)          “Escrow

Shares” means Five Hundred Twenty Thousand (520,000) shares of Public Company Common Stock, representing 10% of the Merger

Partner Merger Shares.

(gg)        “Excluded

Alternative Payee” means, with respect to any designation of a Permitted Alternative Payee and determined as of the date of

such designation, (a) any Person (i) named as a “Specially Designated National and Blocked Person” (“SDN”)

on the most current list (“SDN List”) published by the Office of Foreign Assets Control of the U.S. Department of

the Treasury at its official website or any replacement website or other replacement official publication of such list, or that is otherwise

the subject of any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any Governmental

Entity having jurisdiction over Public Company or any of its Subsidiaries, or (ii) in which any Person on the SDN List has a fifty

percent (50%) or greater ownership interest or that is otherwise controlled by an SDN, in each case directly or indirectly, or (b) any

Person who is (or whose Affiliate is) adverse to Public Company or any of its Subsidiaries in any pending or, to the knowledge of the

Participating Securityholder designating such Person as a Permitted Alternative Payee, threatened Action.

(hh)        “Excluded

Contracts” means (i) Contracts solely concerning non-exclusive rights granted to Merger Partner or Public Company (as

applicable) that are not material to the business of such Person, including any Contract (x) solely for the internal use of “off-the-shelf”

software licensed pursuant to “shrink wrap” licenses, and (y) with total annual fees which are less than $150,000, (ii) Contracts

the terms of which are solely focused on obligations relating to non-disclosure or confidentiality or assignments of Intellectual Property

(to the extent in customary form and copies of which forms have been made available to Public Company or Merger Partner, as applicable),

in each case entered into in the Ordinary Course of Business, (iii) statements of work, works orders, project annexes, purchase

orders and associated terms and conditions to the extent the Contract accompanying such statements of work, works orders, project annexes,

purchase orders, and associated terms and conditions has been made available to Public Company or Merger Partner, as applicable, (iv) agreements

with clinical trial sites, and (v) solely with respect to Public Company, Contracts related to Intellectual Property that have been

abandoned as of the date hereof, including those identified on Section 11.18(hh) of the Public Company Disclosure Schedule.

102

(ii)          “Exploit”,

“Exploiting” and “Exploitation” shall mean, with respect to the Covered Product, the research,

study, development, formulation, processing, engineering, manufacture, testing, use, sale, offer for sale (including marketing and promotion),

distribution (including importing, exporting, transporting, customs clearance, warehousing, invoicing, handling and delivering) or other

commercialization of such product.

(jj)           “FDA

Approval” means the FDA’s granting of approval and issuance of a biologics license with respect to a Biologics License

Application for D-Fi for the treatment of wounds in adult and pediatric patients (from birth) with dystrophic epidermolysis bullosa with

mutations in the collagen type VII alpha 1 chain (COL7A1) gene.

(kk)        “Federal

Rate” means, with respect to any payment to be made pursuant to this Agreement, the long-term applicable federal rate for purposes

of Code Section 1274(d) in effect for the month in which such payment is due and payable.

(ll)          “FFDCA”

means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301 et seq., as amended from time to time, together with

any rules, regulations and requirements promulgated thereunder (including all additions, supplements, extensions, and modifications thereto).

(mm)      “Floor

Price” means the product of (i) the Public Company Closing Price, multiplied by (ii) 0.7.

(nn)        “Fraud”

means an actual common law fraud under the laws of the State of Delaware by a party hereto in the making of the representations and warranties

by such party as set forth in Article III or Article IV, as applicable, and not with respect to any other matters.

Notwithstanding anything to the contrary herein, “Fraud” shall not include any claim for constructive fraud, equitable fraud,

promissory fraud, unfair dealings fraud, or any tort based on negligence or recklessness (including negligent misrepresentation).

(oo)        “Hazardous

Substance” means any substance that is: (i) listed, classified, regulated or which falls within the definition of a “hazardous

substance,” “hazardous waste” or “hazardous material” pursuant to any Environmental Law; (ii) any

petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive

materials or radon; or (iii) any other substance that is the subject of regulatory action by any Governmental Entity pursuant to

any Environmental Law.

(pp)        “Horizon

Warrants” means the warrants to purchase up to 65,488 shares of Public Company Common Stock, issued by Public Company to Horizon

Technology Finance Corporation pursuant to that certain Venture Loan and Security Agreement, dated January 12, 2026.

(qq)        “HSR

Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

103

(rr)          “In-License”

means each license, settlement agreement or other agreement or arrangement between the Surviving Company or any of its Affiliates and

any third party pursuant to which the Surviving Company or any of its Affiliates obtains a license or sublicense or a covenant not to

sue or similar grant of rights to any patents or other intellectual property rights of such third party that is necessary for the Exploitation

of a Covered Product.

(ss)         “Indebtedness”

means, with respect to any Person and as of any time of determination (and without duplication), all obligations or liabilities (including,

as applicable, the principal and accrued and unpaid interest thereon, any prepayment, redemption fees, premiums, penalties and any other

amounts payable that would arise at the Closing as a result of the discharge of the obligations, including, in each case, any such amounts

set forth in the applicable payoff letter) of such Person (but specifically excluding trade payables, accrued expenses and accruals incurred

in the ordinary course of business): (i) for borrowed money, (ii) evidenced by debt securities, bonds, debentures, notes or

similar instruments, (iii) upon which interest charges are customarily paid (other than obligations accepted in connection with

the purchase of products or services in the Ordinary Course of Business), (iv) in respect of liabilities of others that are secured

by (or which the holder of such liabilities has an existing right, contingent or otherwise, to be secured by) any Lien or security interest

on property owned or acquired by the Person in question whether or not the obligations secured thereby have been assumed, (v) under

leases required to be accounted for as finance leases under GAAP (and not operating leases), (vi) with respect to earn-outs, purchase

price holdbacks or similar obligations or the deferred purchase price of property, goods or services, (vii) relating to all reimbursement

obligations with respect to letters of credit, bankers’ acceptances, performance bonds, surety bonds or similar obligations, in

each case solely to the extent drawn, (viii) relating to commitments to repurchase equity securities of such Person, (ix) in

respect of currency or interest rate swaps, collars, caps, hedges, or similar arrangements, or (x) under any guarantee of any such

indebtedness described in the foregoing clauses (i) through (ix) (other than, in each case, any such obligations or liabilities

between or among such Person and its Subsidiaries).

(tt)          “Information

Statement” means a definitive information statement, including the related preliminary information statement, and any amendment

or supplement thereto, in each case prepared in accordance with Section 14(c) and Schedule 14C of the Exchange Act and

relating to the Mergers and this Agreement to be mailed to the stockholders of Public Company following the receipt of the Public Company

Written Consent.

(uu)        “Intellectual

Property” means the following subsisting throughout the world: (i) Patent Rights; (ii) Trademarks and all goodwill

in the Trademarks; (iii) copyrights, designs, data and database rights and registrations and applications for registration thereof,

including moral rights of authors; (iv) mask works and registrations and applications for registration thereof and any other rights

under the Laws of any jurisdiction; (v) inventions, invention disclosures, statutory invention registrations, trade secrets and

rights in confidential business information, know-how, scientific and technical information, data and technology, including rights in

medical, clinical, toxicological and other scientific data, manufacturing and product processes, algorithms, techniques and analytical

methodology, research and development information, financial, marketing and business data, pricing and cost information, business and

marketing plans and customer and supplier lists and information, whether patentable or nonpatentable, whether copyrightable or noncopyrightable

and whether or not reduced to practice; and (vi) other proprietary rights relating to any of the foregoing (including remedies against

infringement thereof and rights of protection of interest therein under the Laws of all jurisdictions).

(vv)        “Intellectual

Property Registrations” means Patent Rights, applications and registrations for Trademarks, applications and registrations

for copyrights and designs, mask work registrations and applications for each of the foregoing, which are issued by, filed with, or recorded

by any state, government or other public legal authority at any time in any jurisdictions, or, in the case of Internet domain names and

social media accounts and identifiers, which are issued by, filed with, or recorded by any third party.

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(ww)       “Intellectual

Property Rights” means any and all of the following: (a) Patent Rights, (b) all know-how and (c) all registered

and unregistered trademarks, trademark applications, service marks, trade names, logos, packaging design, slogans and internet domain

names, in each case, used in, relating to or necessary for the Exploitation of the Covered Product that is owned, controlled or licensed

by the Surviving Company or any of its Subsidiaries.

(xx)          “knowledge

of Merger Partner” and similar expressions mean the actual knowledge of the individuals identified on Schedule K

of the Merger Partner Disclosure Schedule for this purpose.

(yy)        “knowledge

of Public Company” and similar expressions mean the actual knowledge of the individuals identified on Schedule K

of the Public Company Disclosure Schedule for this purpose.

(zz)          “Law”

means each applicable transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), order, judgment,

rule, code, edict, statute, regulation, requirement, variance, decree, writ, injunction, award, ruling, Permit or ordinance issued, enacted,

adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity, including any applicable

stock exchange rule or requirement.

(aaa)       “Liability”

means, with respect to any Person, any and all liabilities, obligations, claims, and deficiencies of any kind (whether known or unknown,

contingent, accrued, due or to become due, secured or unsecured, matured or otherwise), including accounts payable, all liabilities,

obligations, claims, and deficiencies related to Indebtedness or guarantees, costs, expenses, royalties payable, and other reserves,

termination payment obligations, and all other liabilities, obligations, claims, and deficiencies of such Person or any of its Subsidiaries

or Affiliates, in each case, regardless of whether or not such liabilities, obligations, claims, and deficiencies are required to be

reflected on a balance sheet in accordance with GAAP.

(bbb)      “Licensee”

means the counter-party under any Out-License. For clarity, a Distributor shall not be deemed to be a “Licensee.”

(ccc)       “Loss”

means any damages, losses, Liabilities, obligations, claims of any kind, Taxes, interest, fines, penalties, awards, payments, costs,

charges, sanctions, settlements, or expenses (including reasonable attorneys’ fees and expenses); provided, that

in no event shall Loss include any amounts in respect of punitive or exemplary Losses unless actually paid to a third party.

(ddd)      “Major

Markets” means, collectively, the United States, France, Spain, Germany, Italy and the United Kingdom, and “Major

Market” means any of the foregoing, individually.

(eee)      “Merger

Partner Capital Stock” means, collectively, the Merger Partner Common Stock and the Merger Partner Preferred Stock.

(fff)        “Merger

Partner Common Stock” means the common stock of Merger Partner, par value $0.00001 per share.

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(ggg)      “Merger

Partner Employee Plans” means all Employee Benefit Plans sponsored, maintained, or contributed to (or required to be contributed

to), by Merger Partner or any of its Subsidiaries or with respect to which Merger Partner or any of its Subsidiaries have any Liability.

(hhh)      “Merger

Partner Equity Plan” means the Merger Partner Amended and Restated Management Incentive Plan, effective October 9, 2018.

(iii)          “Merger

Partner Intellectual Property” means the Merger Partner Owned Intellectual Property and the Merger Partner Licensed Intellectual

Property.

(jjj)          “Merger

Partner Key Employee” means a current employee of Merger Partner or the Merger Partner Subsidiary who is an executive officer

of Merger Partner or the Merger Partner Subsidiary or who otherwise has material access to confidential or proprietary information of

Merger Partner or the Merger Partner Subsidiary. As of the date hereof, the Merger Partner Key Employees are (i) Matthew Gantz (Chief

Executive Officer), (ii) Dr. David Chu (Chief Medical Officer), (iii) Laura Martin (Associate Director Program Management),

and (iv) Matthew Crabtree (Vice President, Finance).

(kkk)       “Merger

Partner Licensed Intellectual Property” means all Intellectual Property that is licensed to Merger Partner or the Merger Partner

Subsidiary by any individual or entity, excluding any Intellectual Property that is licensed to Merger Partner or the Merger Partner

Subsidiary under Excluded Contracts.

(lll)          “Merger

Partner Material Adverse Effect” means any change, effect, event, circumstance or development (an “Effect”)

that, individually or in the aggregate with all other Effects that have occurred through the date of determination of the occurrence

of a Merger Partner Material Adverse Effect, has had, or is reasonably likely to have, a material adverse effect on the business, assets

and liabilities, financial condition or results of operations of Merger Partner and the Merger Partner Subsidiary, taken as a whole;

provided, however, that no Effect, to the extent resulting from or arising out of any of the following, alone

or in combination, shall be deemed to be a Merger Partner Material Adverse Effect or be taken into account for purposes of determining

whether a Merger Partner Material Adverse Effect has occurred or is reasonably likely to occur: (i) changes after the date of this

Agreement in prevailing economic or market conditions in the United States or any other jurisdiction (except to the extent those changes

have a disproportionate effect on Merger Partner relative to the other participants in the industry or industries in which Merger Partner

operates), (ii) changes or events after the date of this Agreement affecting the industry or industries in which Merger Partner

operates generally (except to the extent those changes or events have a disproportionate effect on Merger Partner relative to the other

participants in the industry or industries in which Merger Partner operates), (iii) changes after the date of this Agreement in

generally accepted accounting principles or requirements or the interpretation thereof (except to the extent those changes have a disproportionate

effect on Merger Partner relative to the other participants in the industry or industries in which Merger Partner operates), (iv) changes

after the date of this Agreement in Laws, rules or regulations of general applicability or interpretations thereof by any Governmental

Entity (except to the extent those changes have a disproportionate effect on Merger Partner relative to the other participants in the

industry or industries in which Merger Partner operates), (v) any natural disaster, epidemic, pandemic or other disease outbreak

or any outbreak of major hostilities or any act of terrorism (except to the extent those changes or events have a disproportionate effect

on Merger Partner relative to the other participants in the industry or industries in which Merger Partner operates), (vi) the execution,

delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation

of the transactions contemplated by this Agreement, (vii) any failure by Merger Partner to meet any internal guidance, budgets,

plans or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in the case of this clause

(vii), the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition),

(viii) the taking of any action, or the failure to take any action, by Merger Partner that is expressly required under the terms

of this Agreement, or (ix) any equityholder or derivative litigation arising from or relating to this Agreement or the transactions

contemplated by this Agreement.

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(mmm)    “Merger

Partner Merger Shares” means Five Million Two Hundred Thousand (5,200,000) shares of Public Company Common Stock.

(nnn)      “Merger

Partner Options” means options to purchase shares of Merger Partner Common Stock granted by Merger Partner under the Merger

Partner Equity Plan.

(ooo)      “Merger

Partner Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by Merger Partner or the

Merger Partner Subsidiary, in whole or in part.

(ppp)      “Merger

Partner Preferred Stock” means the Merger Partner Series A-1 Preferred Stock, the Merger Partner Series A-2 Preferred

Stock, the Merger Partner Series A-3 Preferred Stock, the Merger Partner Series A-4 Preferred Stock, the Merger Partner Series A-5

Preferred Stock, the Merger Partner Series A-6 Preferred Stock, the Merger Partner Series B Preferred Stock, the Merger Partner

Series C Preferred Stock, the Merger Partner Series C-1 Preferred Stock, the Merger Partner Series D-1 Preferred Stock

and the Merger Partner Series D-2 Preferred Stock.

(qqq)      “Merger

Partner Registrations” means Intellectual Property Registrations that are registered or filed in the name of Merger Partner

or the Merger Partner Subsidiary or where Merger Partner or the Merger Partner Subsidiary is the assignee thereof, in each case, alone

or jointly with others.

(rrr)         “Merger

Partner Series A-1 Preferred Stock” means the preferred stock of Merger Partner designated as Series A-1 Preferred

Stock, par value $0.00001 per share.

(sss)       “Merger

Partner Series A-2 Preferred Stock” means the preferred stock of Merger Partner designated as Series A-2 Preferred

Stock, par value $0.00001 per share.

(ttt)         “Merger

Partner Series A-3 Preferred Stock” means the preferred stock of Merger Partner designated as Series A-3 Preferred

Stock, par value $0.00001 per share.

(uuu)      “Merger

Partner Series A-4 Preferred Stock” means the preferred stock of Merger Partner designated as Series A-4 Preferred

Stock, par value $0.00001 per share.

(vvv)      “Merger

Partner Series A-5 Preferred Stock” means the preferred stock of Merger Partner designated as Series A-5 Preferred

Stock, par value $0.00001 per share.

(www)    “Merger

Partner Series A-6 Preferred Stock” means the preferred stock of Merger Partner designated as Series A-6 Preferred

Stock, par value $0.00001 per share.

(xxx)        “Merger

Partner Series B Preferred Stock” means the preferred stock of Merger Partner designated as Series B Preferred Stock,

par value $0.00001 per share.

(yyy)      “Merger

Partner Series C Preferred Stock” means the preferred stock of Merger Partner designated as Series C Preferred Stock,

par value $0.00001 per share.

(zzz)        “Merger

Partner Series C-1 Preferred Stock” means the preferred stock of Merger Partner designated as Series C-1 Preferred

Stock, par value $0.00001 per share.

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(aaaa)     “Merger

Partner Series D-1 Preferred Stock” means the preferred stock of Merger Partner designated as Series D-1 Preferred

Stock, par value $0.00001 per share.

(bbbb)    “Merger

Partner Series D-2 Preferred Stock” means the preferred stock of Merger Partner designated as Series D-2 Preferred

Stock, par value $0.00001 per share.

(cccc)     “Merger

Partner Transaction Expenses” means all Transaction Expenses incurred by Merger Partner at or prior to the Initial Effective

Time in compliance with Section 5.1(k).

(dddd)    “Merger

Partner Warrant Agreements” means the warrant agreements set forth in Section 3.2(c) of the Merger Partner

Disclosure Schedule.

(eeee)     “Merger

Partner Warrants” means outstanding warrants to purchase shares of Merger Partner Capital Stock issued pursuant to the Merger

Partner Warrant Agreements.

(ffff)        “Milestone

Payments” means, collectively, the Clinical Milestone Payment, Commercial Sale Milestone Payment, First Revenue Milestone Payment,

Second Revenue Milestone Payment and Third Revenue Milestone Payment, and “Milestone Payment” means any of the foregoing

individually.

(gggg)    “Milestones”

means, collectively, the Clinical Milestone, Commercial Sale Milestone and any Revenue Milestone, and “Milestone”

means any of the foregoing individually.

(hhhh)    “NRS”

means the Nevada Revised Statutes.

(iiii)         “Ordinary

Course of Business” means, with respect to a Person, in the ordinary course of business consistent in all material respects

with past practice of such Person.

(jjjj)         “Organizational

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

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

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

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

such Person, in each case, as amended or supplemented from time to time.

(kkkk)     “Out-License”

means each license, settlement agreement or other agreement or arrangement between the Surviving Company or any of its Affiliates and

any third party pursuant to which the Surviving Company or any of its Affiliates grants a license, sublicense or similar grant of any

Intellectual Property Right that is necessary for the Exploitation of a Covered Product.

(llll)         “Patent

Rights” means all patents, patent applications, utility models, design registrations and certificates of invention and other

governmental grants for the protection of inventions or industrial designs (including all related continuations, continuations-in-part,

divisionals, reissues and reexaminations).

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(mmmm)   “Permitted

Alternative Payee” means, with respect to any Participating Securityholder, (i) any Affiliate of such Participating Securityholder;

(ii) any transferee pursuant to a transfer made by operation of law (including pursuant to a consolidation or merger) or without

consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership

or other entity; (iii) any direct or indirect beneficial owner of such Participating Securityholder (including through an intermediary)

that is a transferee of such Participating Securityholder, by distribution or otherwise, which beneficial owner may be a limited partner,

member, or other equity holder of such Participating Securityholder; (iv) any transferee pursuant to a court ordered transfer (such

as in connection with divorce, bankruptcy or liquidation); (v) in the case of any such Participating Securityholder that is a nominee,

any successor nominee that is a transferee from such Participating Securityholder for the same beneficial owner, which beneficial owner

may be a limited partner, member, or other equity holder; (vi) in the case of any such Participating Securityholder that is an individual,

any one of the following: (w) any transferee upon the death of such Participating Securityholder by will or the laws of intestacy;

(x) any spouse or lineal descendant of such Person; (y) such Person’s estate; and (z) a trust, all of the beneficiaries

of which are such Person or such Person’s spouse and/or lineal descendants; (vii) in the case of any such Participating Securityholder

that is a trust, the beneficiaries of such trust or a trust for the benefit of one or more such beneficiaries of such trust, provided,

that the beneficiaries are Permitted Alternative Payees of such Participating Securityholder who created the trust; and (viii) in

the case of any such Participating Securityholder that is an estate, (A) the decedent’s Permitted Alternative Payees or (B) a

trust for one or more of the decedent’s Permitted Alternative Payees; provided, further, that, in the case of each

of the foregoing clauses (i) through (viii), no Person shall be a Permitted Alternative Payee if such Person is an Excluded Alternative

Payee.

(nnnn)    “Permitted

Liens” means (i) Liens of landlords, carriers, warehousemen, mechanics, vendors, materialmen or other Persons securing

obligations arising in the Ordinary Course of Business that are not yet due and payable, (ii) Liens incurred in the Ordinary Course

of Business in connection with workers’ compensation, unemployment insurance and other types of social security, (iii) Liens

incurred to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance

and return of money bonds and similar obligations in the Ordinary Course of Business, (iv) Liens for Taxes not yet due and payable

or for Taxes that are being contested in good faith through appropriate proceedings and for which adequate reserves are reflected on

the books and records of the applicable Person, (v) Liens incurred in the Ordinary Course of Business and that do not (in any case

or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Merger Partner

or Public Company, as applicable, (vi) Liens arising under applicable securities Law and (vii) Liens expressly set forth in

Excluded Contracts.

(oooo)    “Permitted

Settlement” means, with respect to any Person, a settlement by such Person of any pending legal proceeding that: (i) provides

for the payment by such Person of money damages not to exceed $50,000.00 in the aggregate and no other relief of any nature; and (ii) includes

an unconditional release and waiver of future claims by all plaintiffs in favor of such Person.

(pppp)    “Phase

3 Trial” means the Phase 3 clinical trial of D-Fi pursuant to Protocol Number CCB-EB-304.

(qqqq)    “Primary

Endpoint” means the difference in the proportion of Complete Wound Closure between D-Fi and standard of care confirmed at two

consecutive study visits 2 weeks apart, either assessed at Weeks 22 and 24 or at Weeks 24 and 26 (“Primary Endpoint Measurement

Time”).

(rrrr)        “Priority

Review” has the meaning set forth at FFDCA § 529 under the Rare Pediatric Disease Priority Review Program.

(ssss)     “Priority

Review Voucher” or “PRV” means a priority review voucher issued under FFDCA § 529 under the Rare Pediatric

Disease Priority Review Program.

(tttt)       “Product

Application” means an application for Regulatory Approval to research, study, develop, formulate, process, engineer, manufacture,

test, use, market, sell, offer for sale and distribute a product or drug in a country or jurisdiction in the Territory, including (a) a

new drug application, (b) an investigational new drug application, (c) any corresponding foreign application in any country

or jurisdiction in the world, and (d) all supplements, amendments, variations, extensions and renewals thereof that may be filed

with respect to the foregoing.

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(uuuu)    “Product

Development Plan” means the clinical trial and other development plans for the Covered Product, furnished to Public Company

in the Merger Partner Disclosure Schedule as of the date hereof, as such clinical trial and other development plans may from time to

time be modified, amended, amended and restated, and supplemented by the Surviving Company in furtherance of obtaining FDA Approval and

Exploiting the Covered Product in the Territory.

(vvvv)    “Product

Rights” means any and all of the following with respect to the Covered Product that is owned, controlled or licensed by the

Surviving Company or any of its Subsidiaries as of the Initial Effective Time, as they exist throughout the Territory: (a) Intellectual

Property Rights, (b) regulatory filings, submissions and approvals, with or from any Regulatory Agency with respect to the Covered

Product, including all Product Applications, (c) In-Licenses and (d) Out-Licenses.

(wwww)   “PRV

Interest” means all of the Participating Securityholders’ right, title and interest in and to eighty percent (80%) of

the PRV Proceeds.

(xxxx)       “PRV

Proceeds” means the cash purchase price or other consideration actually paid to, or, solely to the extent applicable, in kind

value received by, Public Company or any of its Subsidiaries on or after the closing date of the PRV Sale Transaction in consideration

for the sale of the Priority Review Voucher issued to the Surviving Company upon approval of the Surviving Company’s Biologics

License Application for the Covered Product by the FDA, minus the amount of any reasonable, documented third-party expenses (including

expenses of outside counsel and other advisors) and Taxes actually incurred by Public Company and its Affiliates in connection with the

PRV Sale Transaction; provided, that in the event that all or any portion of such proceeds or value are to be paid or received

in installments, then the amount of PRV Proceeds shall include installment payments only as and when received by Public Company or any

of its Subsidiaries.

(yyyy)    “PRV

Request” means a request for a Priority Review Voucher in respect of a Covered Product submitted by the Surviving Company to

the FDA in connection with the submission of the Biologics License Application for such Covered Product with the FDA.

(zzzz)      “PRV

Sale Transaction” means the sale, if any, by Public Company or any of its Affiliates of the Priority Review Voucher that has

been issued upon approval of the Surviving Company’s Biologics License Application for the Covered Product by the FDA.

(aaaaa)   “Public

Company Closing Price” means the volume weighted average closing trading price of a share of Public Company Common Stock on

the NYSE American for the twenty (20) consecutive trading days ending on the last trading day immediately prior to the Closing Date.

(bbbbb)  “Public

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

(ccccc)    “Public

Company Convertible Notes” means the senior secured convertible notes of Public Company issued pursuant to the Securities Purchase

Agreement, dated as of November 6, 2025, by and among Public Company and the investor parties thereto.

110

(ddddd)    “Public

Company Employee Plans” means all Employee Benefit Plans sponsored, maintained, or contributed to (or required to be contributed

to), by Public Company or any of its Subsidiaries or with respect to which Public Company or any of its Subsidiaries have any Liability.

(eeeee)      “Public

Company Intellectual Property” means the Public Company Owned Intellectual Property and the Public Company Licensed Intellectual

Property.

(fffff)         “Public

Company Key Employee” means a current employee of Public Company or its Subsidiaries who is an executive officer of Public

Company.

(ggggg)    “Public

Company Licensed Intellectual Property” means all Intellectual Property that is licensed to Public Company or any of its Subsidiaries

by any individual or entity other than Public Company or any of its Subsidiaries, as applicable, excluding any Intellectual Property

that is licensed to Public Company or any of its Subsidiaries under Excluded Contracts.

(hhhhh)    “Public

Company Material Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects that have occurred

through the date of determination of the occurrence of a Public Company Material Adverse Effect, has had, or is reasonably likely to

have, a material adverse effect on the business, assets and liabilities, financial condition or results of operations of Public Company

and its Subsidiaries, taken as a whole; provided, however, that no Effect, to the extent resulting from or

arising out of any of the following, alone or in combination, shall be deemed to be a Public Company Material Adverse Effect or be taken

into account for purposes of determining whether a Public Company Material Adverse Effect has occurred or is reasonably likely to occur:

(i) changes after the date of this Agreement in prevailing economic or market conditions in the United States or any other jurisdiction

(except to the extent those changes have a disproportionate effect on Public Company and its Subsidiaries relative to the other participants

in the industry or industries in which Public Company and its Subsidiaries operate), (ii) changes or events after the date of this

Agreement affecting the industry or industries in which Public Company and its Subsidiaries operate generally (except to the extent those

changes or events have a disproportionate effect on Public Company and its Subsidiaries relative to the other participants in the industry

or industries in which Public Company and its Subsidiaries operate), (iii) changes after the date of this Agreement in generally

accepted accounting principles or requirements or the interpretation thereof (except to the extent those changes have a disproportionate

effect on Public Company and its Subsidiaries relative to the other participants in the industry or industries in which Public Company

and its Subsidiaries operate), (iv) changes after the date of this Agreement in Laws, rules or regulations of general applicability

or interpretations thereof by any Governmental Entity (except to the extent those changes have a disproportionate effect on Public Company

and its Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiaries operate),

(v) any natural disaster, epidemic, pandemic or other disease outbreak or any outbreak of major hostilities or any act of terrorism

(except to the extent those changes or events have a disproportionate effect on Public Company and its Subsidiaries relative to the other

participants in the industry or industries in which Public Company and its Subsidiaries operate), (vi) a change in the public trading

price of Public Company Common Stock or the implications thereof (it being understood that any Effect causing or giving rise to any such

change shall be taken into account for purposes of determining whether a Public Company Material Adverse Effect has occurred or is reasonably

likely to occur), (vii) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement,

pendency or anticipated consummation of the transactions contemplated by this Agreement, (viii) any failure by Public Company or

any of its Subsidiaries to meet any public estimates or expectations of such Person’s revenue, earnings or other financial performance

or results of operations for any period, (ix) any failure by Public Company or any of its Subsidiaries to meet any internal guidance,

budgets, plans or forecasts of such Person’s revenues, earnings or other financial performance or results of operations, (x) the

taking of any action, or the failure to take any action, by Public Company or any of its Subsidiaries that is expressly required under

the terms of this Agreement, and (xi) any stockholder or derivative litigation arising from or relating to this Agreement or the

transactions contemplated by this Agreement (but in the case of clauses (vi), (vii), (viii), or (ix), the underlying cause of such changes

or failures shall be taken into account for purposes of determining whether a Public Company Material Adverse Effect has occurred or

is reasonably likely to occur, unless such changes or failures would otherwise be excepted from this definition).

111

(iiiii)           “Public

Company Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by Public Company or any

of its Subsidiaries, in whole or in part.

(jjjjj)           “Public

Company Post-Closing Price” means the volume weighted average closing trading price of a share of Public Company Common Stock

on the NYSE American for the twenty (20) consecutive trading days ending on the last trading day immediately prior to the Approval Date.

(kkkkk)      “Public

Company Products” means the products and services currently being, or contemplated to be, sold or distributed by Public Company

or any Subsidiary of Public Company.

(lllll)           “Public

Company Registrations” means Intellectual Property Registrations that are registered or filed in the name of Public Company

or any of its Subsidiaries, or where Public Company or any of its Subsidiaries is the assignee thereof, in each case, alone or jointly

with others.

(mmmmm)  “Qualified

Acquiror” means a COC Acquiror that, as of the consummation of the applicable Change of Control, (a) is engaged in the

development, manufacture, commercialization of or investment in pharmaceutical or biotechnology products and that the Public Company

Board has determined after due consideration of Public Company’s obligations to the Participating Securityholders, acting reasonably

and in a manner consistent with its fiduciary duties, has financial and operational resources sufficient to perform and discharge all

Article IX Obligations, taking into account the financial and operational resources reasonably expected to become available to such

COC Acquiror upon the achievement of any applicable Milestone or the receipt of FDA Approval, as applicable; (b) has its obligations

under Article IX and Section 11.8 guaranteed by a Person that satisfies the standard set forth in clause (a) (applied

mutatis mutandis to such Person), pursuant to an unconditional and irrevocable guarantee of payment and performance (and not merely

of collection), under which the Securityholder Representative may proceed directly against such guarantor without first proceeding against,

or exhausting any remedy against, such COC Acquiror; or (c) has provided credit support or other assurances for the performance

and discharge of the Article IX Obligations that are reasonably acceptable to the Securityholder Representative.

(nnnnn)    “Qualified

Person” means any Person making a bona fide, unsolicited written Acquisition Proposal that the Public Company Board or the

Merger Partner Board, as the case may be, determines in good faith (after consultation with outside counsel and its financial advisors)

is, or would reasonably be expected to lead to, a Superior Proposal, and such Acquisition Proposal has not resulted from a material breach

by Public Company or Merger Partner, as the case may be, of its obligations under Section 6.1(a).

(ooooo)     “Regulatory

Agency” means a Governmental Entity with responsibility for the approval, permission or allowance of the research, study, development,

formulation, processing, engineering, manufacturing, testing, use, marketing and sale or offering for sale of pharmaceuticals or other

regulation of pharmaceuticals in any country.

(ppppp)     “Regulatory

Approval” means, collectively, all regulatory approvals, licenses, permissions, allowances, registrations, certificates, authorizations,

permits and supplements thereto, as well as associated materials (including the product dossier) pursuant to which the Covered Product

may be researched, studied, developed, formulated, processed, engineered, manufactured, tested, used, marketed, sold, offered for sale

and distributed, in a jurisdiction, issued by the appropriate Regulatory Agency, including, to the extent required by applicable Law

for the sale of the Covered Product, all pricing approvals and pricing restrictions, and governmental reimbursement approvals and restrictions.

112

(qqqqq)    “Reorganization

Threshold” means forty-five percent (45%).

(rrrrr)         “Reporting

Period” means each three-month period ending on March 31, June 30, September 30 or December 31 of a calendar

year (or any partial such period at the beginning or end of the applicable Reporting Period).

(sssss)      “Reserve

Amount” means Five Hundred Thousand Dollars ($500,000).

(ttttt)         “Share

Cap” means a number of shares of Public Company Common Stock equal to Two Hundred Seven Million Dollars ($207,000,000) divided

by the Floor Price.

(uuuuu)    “Specified

Time” means the earliest to occur of (i) the Initial Effective Time, (ii) in the case of Public Company, the date

on which the stockholders of Public Company shall have approved the Requisite Public Company Stockholder Approvals, (iii) in the

case of Merger Partner, the date on which the Requisite Merger Partner Stockholder Approval shall have been obtained, and (iv) the

time at which this Agreement is terminated in accordance with the terms hereof.

(vvvvv)    “Subsidiary”

means, with respect to a Person, an entity of which more than 50% of the voting power of the equity securities or equity interests is

owned, directly or indirectly, by such Person.

(wwwww)  “Superior

Proposal” means, with respect to Public Company or Merger Partner, any bona fide, unsolicited written Acquisition Proposal

(for purposes of this definition, replacing all references in such definition to 15% with 50%), (i) on terms which the board of

directors of such party determines in its good faith judgment (after consultation with its financial and outside legal advisors) to be

more favorable to the holders of such party’s capital stock from a financial point of view than the transactions contemplated by

this Agreement, taking into account all the terms and conditions of such proposal and this Agreement, including any termination or break-up

fees and conditions to consummation, as well as any written, binding offer by the other party hereto to amend the terms of this Agreement

as permitted by Section 6.1(b) that the board of directors of such party determines to be relevant, and (ii) which

the board of directors of such party has determined to be reasonably capable of being completed on the terms proposed, taking into account

all financial, regulatory, legal and other aspects of such proposal that the board of directors of such party determines to be relevant

(including the likelihood and timing of consummation as compared to the transactions contemplated hereby).

(xxxxx)        “Tax

Advisor” means (i) Eisner Advisory Group LLC, (ii) a “big 4” accounting firm chosen by Public Company

or (iii) an independent nationally recognized tax accounting advisor, mutually acceptable (acting reasonably) to Public Company

and the Securityholder Representative, engaged by Public Company (which Tax Advisor, for the avoidance of doubt, may vary among the Calculation

Dates).

(yyyyy)    “Tax

Returns” means any and all reports, returns (including information returns), declarations, or statements, including any schedule

or attachment thereto and any amendment thereof, filed with, or required to be filed with, a Governmental Entity in connection with the

determination, assessment, collection or payment of Taxes.

113

(zzzzz)        “Taxes”

means any taxes, charges, fees, duties, contributions, levies or other similar assessments or liabilities in the nature of a tax imposed

by a Governmental Entity, including income, gross receipts, corporation, ad valorem, premium, value-added, net worth, capital stock,

capital gains, documentary, recapture, alternative or add-on minimum, disability, estimated, registration, recording, excise, real property,

personal property, sales, use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance, social

security, national insurance, business license, business organization, environmental, worker’s compensation, payroll, profits,

severance, stamp, occupation, windfall profits, customs duties, franchise and other taxes, and any interest, penalties, or additions

to tax imposed with respect to such items.

(aaaaaa)    “Territory”

means worldwide.

(bbbbbb)  “Topline

Analysis” means analysis of the Primary Endpoint and unblinded safety data after study completion in accordance with the prespecified

protocol and statistical analysis plan for the Phase 3 Trial.

(cccccc)    “Total

Consideration” means, as of an applicable Calculation Date, the total consideration required to be paid in respect of Merger

Partner Capital Stock in connection with the Mergers, as determined for purposes of determining whether the “continuity of interest”

requirement of a reorganization pursuant to Section 368(a)(1)(A) of the Code has been satisfied. For the avoidance of doubt,

Total Consideration shall not include the value of any consideration paid in respect of Merger Partner Options or Merger Partner Warrants

(other than Merger Partner Warrants that are exercised or deemed exercised pursuant to Section 2.1(e) and treated as

Merger Partner Preferred Stock in accordance with Section 2.1(b)) or any amounts treated as interest under Section 483

or Section 1274 of the Code.

(dddddd)  “Total

Stock Consideration” means, as of an applicable Calculation Date, the value of Public Company Common Stock issued in respect

of Merger Partner Capital Stock in connection with the Mergers, as determined for purposes of determining whether the “continuity

of interest” requirement of a reorganization pursuant to Section 368(a)(1)(A) of the Code has been satisfied. For the

avoidance of doubt, Total Stock Consideration shall not include the value of any consideration paid in respect of Merger Partner Options

or Merger Partner Warrants (other than Merger Partner Warrants that are exercised or deemed exercised pursuant to Section 2.1(e) and

treated as Merger Partner Preferred Stock in accordance with Section 2.1(b)) or any amounts treated as interest under Section 483

of the Code.

(eeeeee)    “Total

Stock Consideration Percentage” means the quotient obtained by dividing (i) the Total Stock Consideration by (ii) the

Total Consideration.

(ffffff)        “Trademarks”

means all registered trademarks and service marks, logos, Internet domain names, social media accounts and identifiers, corporate

names and doing business designations and all registrations and applications for registration of the foregoing, common Law trademarks

and service marks and trade dress.

(gggggg)  “Transaction

Expenses” means, with respect to Public Company and its Subsidiaries or Merger Partner and the Merger Partner Subsidiary, as

applicable and without duplication, the sum of (i) all premiums, underwriting costs, brokerage commissions, and costs and expenses

incurred by such party, (ii) all costs, fees and expenses incurred by such party at or prior to the Initial Effective Time in connection

with the negotiation, preparation and execution of this Agreement or any agreements, documents, certificates, opinions or other items

contemplated hereby, including the Concurrent Financing, the Bridge Financing and the consummation of the Mergers or the other transactions

contemplated hereby, and (iii) any Liabilities arising from (1) any sale, retention, change of control, transaction or similar

payment or benefit or any severance or other termination-related payment or benefit that is or may become payable to any current or former

director, officer, employee or individual service provider as a result of or in connection with the execution of this Agreement or the

consummation of the transactions contemplated by this Agreement, (2) any accrued but unpaid bonuses, severance, retirement plan

contributions, and vacation or paid time off and (3) the employer portion of any payroll or similar Taxes payable with respect to

any of the foregoing, in each case, that are unpaid as of the Initial Effective Time, including brokerage fees and commissions, finders’

fees or financial advisory fees payable by such Person at or prior to the Initial Effective Time.

114

(hhhhhh)  “TTM

Period” means any consecutive twelve (12) month period following the Closing.

(iiiiii)          “Worker”

means any individual who is an officer, director, employee (regular, temporary, part-time or otherwise), consultant or independent contractor

of Merger Partner or Public Company or any of its Subsidiaries, as applicable.

(jjjjjj)          Terms

Defined Elsewhere in this Agreement. For purposes of this Agreement, the following terms have the meanings set forth in the sections

indicated:

2025 Audited Financial Statements

Section 6.15

280G Approval

Section 6.10(f)

280G Waiver

Section 6.10(f)

401(k) Plan

Section 6.10(d)

ACA

Section 3.14(b)

Acceptable PRV Sale Terms

Section 9.3(c)

Accounting Firm

Section 9.4(b)

Adjustment Contingent Shares

Section 9.8(a)

Affiliate

Section 3.2(c)

Agreement

Preamble

Allocation Schedule

Section 9.7(a)

Alternative Acquisition Agreement

Section 6.1(b)(ii)

Anticipated Closing Date

Section 6.14

Antitrust Laws

Section 6.5(c)

Approval Date

Section 9.2(a)

Article IX Obligations

Section 9.5(d)

Bankruptcy and Equity Exception

Section 3.4(a)

Base Contingent Share Number

Section 11.18(r)(i)

Bradley

Section 6.17(a)

Bridge Financing

Recitals

Bridge Notes

Recitals

Calculation Date

Section 9.8(a)

Certificate

Section 2.2(b)(i)

Claim Notice

Section 10.4(a)

Clinical Milestone Payment

Section 9.1(a)(i)

Closing

Section 1.3

Closing Date

Section 1.3

Closing Merger Partner Merger Shares Allocation Schedule

Section 6.14

Commercial Sale Milestone

Section 9.1(a)(ii)

Commercial Sale Milestone Payment

Section 9.1(a)(ii)

Concurrent Financing

Recitals

Confidentiality Agreement

Section 5.3

Consideration Matters

Section 10.2(c)

Contingent Cash Payment

Section 9.8

115

Contingent Consideration Equivalent

Section 11.18(r)(ii)

Contingent Payment Adjustment Notice

Section 9.8(d)

Contingent Shares Allocation Schedule

Section 9.2(b)

Continuing Employee

Section 6.10(a)

De Minimis Threshold

Section 10.5(a)

D-Fi Expiration Time

Section 9.2(a)

D-Fi Net Sales Statement

Section 9.1(b)(i)

DGCL

Recitals

Direct Claim

Section 10.4(d)

Direct Claim Dispute Notice

Section 10.4(e)

Direct Claim Notice

Section 10.4(d)

Disclosure Schedule

Section 11.16

Dispute Notice

Section 9.4(a)

Dissenting Shares

Section 2.3

DLLCA

Recitals

Draft Closing Merger Partner Merger Shares Allocation Schedule

Section 6.14

Effect

Section 11.18(lll)

Escrow Agent

Section 10.9

Escrow COC Consideration

Section 11.8(b)(i)

Escrow Share Value

Section 10.10

Exchange Act

Section 3.4(c)

Exchange Agent

Section 2.2(a)

Exchange Agent Agreement

Section 2.2(a)

Exchange Fund

Section 2.2(a)

Excluded Matter

Section 10.4(b)

Expiration Date

Section 10.1

FDA

Section 3.16(a)

FDA Approval Notice

Section 9.2(a)

Financial Statements

Section 3.5(a)

First Certificate of Merger

Section 1.1

First Merger

Recitals

First Revenue Milestone

Section 9.1(a)(iii)

First Revenue Milestone Payment

Section 9.1(a)(iii)

Form S-4

Section 6.4(b)

GAAP

Section 3.5(a)

Governmental Entity

Section 3.4(c)

IND

Section 3.16(a)

Indemnified Party

Section 10.4(a)

Indemnified Persons

Section 6.8(a)

Indemnifying Party

Section 10.4(a)

Initial Effective Time

Section 1.1

Intended Tax Treatment

Recitals

Letter of Transmittal

Section 2.2(b)(i)

Liens

Section 3.4(b)

Maximum Amount

Section 6.8(b)

Merger Partner

Preamble

Merger Partner Authorizations

Section 3.16(b)

Merger Partner Board

Recitals

Merger Partner Board Recommendation Change

Section 6.1(b)(i)

Merger Partner Designees

Section 1.7(a)

Merger Partner Disclosure Schedule

Article III

Merger Partner Indemnified Party

Section 10.3(a)

116

Merger Partner Information Statement

Section 6.4(d)

Merger Partner Insurance Policies

Section 3.18

Merger Partner IT Systems

Section 3.24(a)

Merger Partner Leases

Section 3.9(b)

Merger Partner Stockholder Approvals

Section 3.4(a)

Merger Partner Stockholder Solicitation Materials

Section 6.4(c)

Merger Partner Subsidiary

Section 3.3(a)

Merger Partner VAR

Section 3.2(b)

Merger Partner Written Consent

Section 6.4(c)

Merger Sub

Preamble

Merger Sub II

Preamble

Merger Subs

Preamble

Mergers

Recitals

Milestone Achievement Notice

Section 9.1(c)(i)

Milestone Payment Allocation Schedule

Section 9.1(c)(i)

Most Recent Balance Sheet

Section 3.5(a)

Most Recent Balance Sheet Date

Section 3.5(a)

NYSE American Listing Application

Section 4.4(c)

Open Source Materials

Section 3.10(m)

Outside Date

Section 8.1(b)

Participating Securityholder

Section 6.14

Participating Securityholders

Section 6.14

Pending Claim

Section 10.12

Permits

Section 3.16(a)

Primary Endpoint Measurement Time

Section 11.18(qqqq)

Privileged Communications

Section 6.17(c)

PRV Interest Allocation Schedule

Section 9.3(d)

PRV Sale Transaction Notice

Section 9.3(d)

Public Company

Preamble

Public Company 2023 Plan

Section 4.2(b)

Public Company 2026 Plan

Section 4.2(b)

Public Company Authorizations

Section 4.15(a)

Public Company Balance Sheet

Section 4.5(b)

Public Company Board

Recitals

Public Company Board Recommendation Change

Section 6.1(b)(i)

Public Company Disclosure Schedule

Article IV

Public Company Equity Awards

Section 4.2(b)

Public Company Financial Advisor

Section 4.19

Public Company Indemnified Party

Section 10.2

Public Company Insurance Policies

Section 4.16

Public Company IT Systems

Section 4.26(a)

Public Company Leases

Section 4.9(b)

Public Company Preferred Stock

Section 4.2(a)

Public Company PSU Awards

Section 4.2(b)

Public Company RSU Awards

Section 4.2(b)

Public Company SEC Reports

Section 4.5(a)

Public Company Series A Preferred Stock

Section 4.2(a)

Public Company Series B Preferred Stock

Section 1.7(b)

Public Company Series C Preferred Stock

Section 4.2(a)

Public Company Stock Option

Section 4.2(b)

Public Company Stock Options

Section 4.2(b)

117

Public Company Stock Plans

Section 4.2(b)

Public Company Warrants

Section 4.2(c)

Public Company Written Consent

Section 6.4(a)

Recommendation Change Notice

Section 6.1(b)

Regulating Authorities

Section 3.16(a)

Related Party

Section 11.18(v)

Relevant Matters

Section 11.11

Representatives

Section 6.1(a)

Requisite Merger Partner Stockholder Approval

Section 3.4(d)

Requisite Public Company Stockholder Approvals

Section 4.4(d)

Reserve Account

Section 11.17(e)

Resolution Period

Section 9.4(b)

Revenue Milestones

Section 9.1(a)(v)

SDN

Section 11.18(gg)

SDN List

Section 11.18(gg)

SEC

Section 3.4(c)

Second Certificate of Merger

Section 1.2

Second Effective Time

Section 1.2

Second Merger

Recitals

Second Revenue Milestone

Section 9.1(a)(iv)

Second Revenue Milestone Payment

Section 9.1(a)(iv)

Securities Act

Section 3.2(c)

Securities Purchase Agreement

Recitals

Security Holder Litigation

Section 6.12

Securityholder Representative

Preamble

Securityholder Representative Group

Section 11.17(d)

Series B Certificate of Designation

Section 1.7(b)

Share Issuances

Recitals

Surviving Company

Section 1.5

Surviving Corporation

Section 1.4

Third Revenue Milestone

Section 9.1(a)(v)

Third Revenue Milestone Payment

Section 9.1(a)(v)

Third-Party Claim

Section 10.4(a)

Threshold

Section 10.5(a)

Transactions

Section 6.17(a)

Transition Services Agreement

Section 6.19

WARN Act

Section 3.17(e)

[Remainder of Page Intentionally Left Blank]

118

IN WITNESS WHEREOF, the parties

have executed this Agreement as of the date first written above.

PELTHOS THERAPEUTICS INC.

By:

/s/ John M. Gay

Name:

John M. Gay

Title:

Chief Financial Officer, Treasurer and Secretary

CREDIT CARD MERGER SUB, INC.

By:

/s/ John M. Gay

Name:

John M. Gay

Title:

Chief Financial Officer, Treasurer and Secretary

CREDIT CARD MERGER SUB II, LLC

By:

/s/ John M. Gay

Name:

John M. Gay

Title:

Chief Financial Officer, Treasurer and Secretary

[Signature Page to Agreement and Plan

of Merger]

CASTLE CREEK BIOSCIENCES, INC.

By:

/s/ Jude M. Sullivan

Name:

Jude M. Sullivan

Title:

General Counsel and Assistant Secretary

[Signature Page to Agreement and Plan

of Merger]

PARAGON BIOSCIENCES, LLC

By:

/s/ Patrick J. Morris

Name:

Patrick J. Morris

Title:

Executive Vice President, Legal Affairs and General Counsel

[Signature Page to Agreement and Plan

of Merger]

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2628523d1_ex3-1.htm · Sequence: 3

Exhibit 3.1

FORM OF CERTIFICATE OF DESIGNATION OF SERIES

B CONVERTIBLE PREFERRED STOCK OF

PELTHOS THERAPEUTICS INC.

The Certificate of Designation

of the Series B Convertible Preferred Stock of Pelthos Therapeutics Inc., a Nevada corporation (the “Company”)

is set forth as follows:

WHEREAS, pursuant to the authority

expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Articles of Incorporation

(as amended and/or restated from time to time, the “Articles of Incorporation”), and Nevada Revised Statutes (“NRS”)

78.1955, the Board, on October 29, 2026, determined that it is advisable and in the best interests of the Company and its stockholders

for the Company to adopt a certificate of designation in accordance with the terms of the 2026 Securities Purchase Agreement (as defined

below) to create a new series of preferred stock comprised of 150,000 shares designated as “Series B Convertible Preferred

Stock”, to be issued pursuant to and in accordance with the terms of the 2026 Securities Purchase Agreement:

RESOLVED, that pursuant to

the authority vested in the Board, in accordance with the provisions of the Articles of Incorporation and NRS 78.1955, this Certificate

of Designation is hereby adopted and approved (the “Certificate of Designation”) to establish a new series of preferred

stock, par value $0.0001 per share, of the Company designated as “Series B Convertible Preferred Stock”, and setting

forth the designation and number of shares of the Series B Convertible Preferred Stock and the voting and other powers, preferences

and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions

thereof, as follows:

SERIES B CONVERTIBLE PREFERRED STOCK

1.            Designation

and Number of Shares. There shall hereby be created and established out of the authorized and unissued shares of the preferred stock

of the Company a series of preferred stock of the Company designated as “Series B Convertible Preferred Stock” (the “Series B

Convertible Preferred Stock”, and the shares of such series, the “Preferred Shares”). The authorized number

of shares of Series B Convertible Preferred Stock shall be 150,000 shares; provided, however that, by resolution of the Board,

the number of authorized shares of Series B Convertible Preferred Stock may hereafter be reduced to a number that is not less than

the number of shares of Series B Convertible Preferred Stock then outstanding or issuable pursuant to the 2026 Securities Purchase

Agreement. Each Preferred Share shall have a par value of $0.0001 per share. Capitalized terms not defined herein shall have the meaning

as set forth in Section 29 below.

2.            Dividends.

In addition to Section 5 or Section 11 below, from and after the first date of issuance of any Preferred Shares (the “Initial

Issuance Date”), each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”)

shall be entitled to receive dividends and other distributions (“Dividends”) when and as declared by the Board, from

time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject

to the conditions and other terms hereof, in cash on the Stated Value of such Preferred Share.

3.            Conversion.

At any time after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock (as defined below) (the “Conversion Shares”), on the terms and subject to the conditions set

forth in this Section 3.

(a)            Holder’s

Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Initial Issuance Date, each

Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully paid

and non-assessable Conversion Shares in accordance with Section 3(c) at the Conversion Rate (as defined below). The Company

shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction

of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company

shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses

of the Company’s transfer agent (the “Transfer Agent”)) that may be payable with respect to the issuance and

delivery of Conversion Shares upon conversion of any Preferred Shares, except for any tax or duty that is due because such Holder requests

those shares to be registered in a name other than such Holder’s name (or any broker of the Holder).

(b)            Conversion

Rate. The number of Conversion Shares issuable upon conversion of any Preferred Share pursuant to this Section 3 shall be determined

by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”).

(i)            “Conversion

Amount” means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (1) the Stated

Value thereof plus (2) any Additional Amount thereon as of such date of determination plus (3) any other amounts

owed to such Holder pursuant to this Certificate of Designation or any other Transaction Document.

(ii)            “Conversion

Price” means, with respect to each Preferred Share, as of any Conversion Date or other date of determination, $19.67, subject

to adjustment as provided herein.

of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i)            Optional

Conversion. To convert a Preferred Share into Conversion Shares on any date (a “Conversion Date”), a Holder shall

deliver (whether via electronic mail or otherwise) to the Company, for receipt on or prior to 5:00 p.m., New York City time, on such date,

a copy of an executed notice of conversion of the share(s) of Series B Convertible Preferred Stock subject to such conversion

in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company, which Conversion

Notice must specify the number of shares of Series B Convertible Preferred Stock to be converted. If required by Section 3(c)(iii),

within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally

recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares

(the “Preferred Share Certificates”) if so converted as aforesaid (or an indemnification undertaking with respect to

the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 16(b)). On the date of receipt of a

Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such

shares of Common Stock may then be resold pursuant to Rule 144 (as defined in the 2026 Securities Purchase Agreement) or an effective

and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice

to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion

Notice in accordance with the terms set forth herein. On or before the first (1st) Trading Day following each Trading Day on

which the Company has received a Conversion Notice (the “Share Delivery Deadline”), the Company shall (1) provided

that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer

Program (“FAST”) and such shares of Common Stock (i) (A) may then be sold by the applicable Holder pursuant

to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing

the sale of the shares of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request or

(ii) are eligible to be resold by the Holder without further condition (including current public information requirements) pursuant

Rule 144 (the “Resale Eligibility Conditions”), instruct the Transfer Agent to credit such aggregate number of

Conversion Shares to which such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance

account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system upon receipt of such Holder’s broker’s

request through DTC’s DRS/DWAC system, or (2) if the Transfer Agent is not participating in FAST or the Resale Eligibility

Conditions are not satisfied, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address as specified

in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of Conversion Shares to

which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted

for conversion pursuant to Section 3(c)(iii) is greater than the number of Preferred Shares being converted, then the Company

or the Transfer Agent shall, as soon as practicable and in no event later than two (2) Trading Days after receipt of the Preferred

Share Certificate(s) and at the Company’s expense, issue and deliver to such Holder (or its designee) by overnight courier

service a new Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 16(c)) representing the

number of Preferred Shares not converted. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion of

Preferred Shares shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date; provided,

that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise with respect to any record

date during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, a “Conversion

Period”), as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially

owned by such Person and/or any of its Attribution Parties, collectively, on any such record date shall not exceed the Maximum Percentage

(as defined below) as a result of any such conversion of such applicable Preferred Shares with respect thereto. Notwithstanding anything

to the contrary contained in this Certificate of Designation or the Registration Rights Agreement, after the effective date of a Registration

Statement (as defined in the Registration Rights Agreement) and prior to a Holder’s receipt of the notice of a Suspension Period

(as defined in the Registration Rights Agreement), the Company shall use reasonable best efforts to cause the Transfer Agent to deliver

unlegended Conversion Shares to such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the

Registration Rights Agreement) with respect to which such Holder has entered into a contract for sale, and delivered a copy of the prospectus

included as part of the particular Registration Statement to the extent applicable, prior to the Holder’s receipt of such notice

and for which such Holder has not yet settled, subject to receipt by the Company of customary representations and other documentation

reasonably acceptable to the Company in connection therewith.

(ii)            Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery

Deadline, if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver

to such Holder (or its designee) a certificate for the number of Conversion Shares to which such Holder is entitled and register such

Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Resale Eligibility

Conditions are satisfied, to credit such Holder’s or its designee’s balance account with DTC upon receipt of such Holder’s

broker request through DTC’s DRS/DWAC system for such number of Conversion Shares to which such Holder is entitled upon such Holder’s

conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”) and, after the occurrence of at least

three (3) Conversion Failures then, in addition to all other remedies available to such Holder, the Company shall pay in cash to

such Holder on each day after the Share Delivery Deadline that the issuance of such Conversion Shares is not timely effected an amount

equal to 0.5% of the product of (A) the sum of the number of Conversion Shares not issued to such Holder on or prior to the Share

Delivery Deadline and to which such Holder is entitled, multiplied by (B) the average VWAP of the Common Stock during the period

beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and such Holder, upon written notice

to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion,

of such Preferred Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice

shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to

this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) the

Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company shall fail to issue and

deliver to such Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register or, if

the Transfer Agent is participating in FAST and the Resale Eligibility Conditions are satisfied, the Transfer Agent shall fail to credit

the balance account of such Holder or such Holder’s designee, as applicable, with DTC upon receipt of such Holder’s broker

request through DTC’s DRS/DWAC system, for the number of Conversion Shares to which such Holder is entitled upon such Holder’s

conversion hereunder or pursuant to the Company’s obligation pursuant to clause (i) above, and if on or after such Share Delivery

Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or

any portion of the number of Conversion Shares issuable upon such conversion that such Holder is entitled to receive from the Company

and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to

all other remedies available to such Holder, the Company shall, in such Holder’s discretion as set forth in a written request to

the Company (which may be an e-mail), either: (I) within two (2) Business Days after receipt of such Holder’s request

pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan costs

and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person

in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so

issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such Holder’s

designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion

hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate and such shares shall be cancelled, provided that,

in lieu of paying the Buy-In Price in cash, the Company may, at its option, promptly reissue (if surrendered) the number of Preferred

Shares equal to the number of Preferred Shares submitted for conversion (in which case, such Conversion Notice shall be deemed rescinded

and the Company’s obligation to issue such Conversion Shares shall terminate and be cancelled) and increase the Additional Amount

with respect to such Preferred Shares, pro rata per share, by the amount of such applicable Buy-In Payment Amount (as defined below),

or (II) within two (2) Business Days after receipt of such Holder’s request, promptly honor its obligation to so issue

such Conversion Shares on the Company’s share register or credit the balance account of such Holder or such Holder’s designee,

as applicable, with DTC upon receipt of such Holder’s broker request through DTC’s DRS/DWAC system for the number of Conversion

Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder

in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied

by (y) the average VWAP of the Common Stock during the period commencing on the date of the applicable Conversion Notice and ending

on the applicable Share Delivery Deadline (each, a “Buy-In Payment Amount”), provided, that in lieu of paying the Buy-In

Payment Amount in cash, the Company may, at its election, increase the Additional Amount with respect to such Preferred Shares, pro rata

per share, by the amount of such applicable Buy-In Payment Amount. Nothing herein shall limit a Holder’s right to pursue any other

remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive

relief with respect to the Company’s failure to timely deliver certificates representing Conversion Shares (or to electronically

deliver such Conversion Shares) upon the conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding

anything herein to the contrary, with respect to any given Conversion Failure, as applicable, this Section 3(c)(ii) shall not

apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Delivery Failure,

pursuant to the analogous sections of the 2026 Securities Purchase Agreement, or to the extent the Company has paid cash in lieu of delivering

Authorized Failure Shares as set forth in Section 8(b).

(iii)            Registration;

Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by

electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Stock Certificates or in

Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Stock Certificates or in Book-Entry form (the “Registered Preferred

Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and

each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share for

all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice to the contrary.

A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon

its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares by such Holder thereof, the Company

shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares in the same aggregate

Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee pursuant to Section 16,

provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of such Registered Preferred Shares

within two (2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment,

transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion

of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender such

Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred

Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be

delivered to the Company as contemplated by this Section 3(c)(iii)) or (B) such Holder has provided the Company with prior written

notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of the

applicable Preferred Share Certificate. Each Holder and the Company shall maintain records showing the Stated Value and Dividends converted

and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method,

reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of a Preferred Share Certificate upon

conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case may

be) and the dates of such conversions and/or payments (as the case may be) within one (1) Business Day of such occurrence, then the

Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of

such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative

in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that,

by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented

by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall

bear the following legend:

ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE

SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES B CONVERTIBLE

PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 3(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES B

CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES B CONVERTIBLE PREFERRED

STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THE CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES

B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(iv)            Pro

Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion

Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from

each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted

for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the

aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of Conversion Shares

issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of Conversion

Shares not in dispute and resolve such dispute in accordance with Section 21.

(d)            Limitation

on Beneficial Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder

shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate

of Designation and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to

such conversion, such Holder together with its Attribution Parties collectively would beneficially own in excess of the percentage contemplated

on such Holder’s signature page to the 2026 Securities Purchase Agreement (the “Maximum Percentage”) of

the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the

aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares

of Common Stock held by such Holder and all of its Attribution Parties plus the number of shares of Common Stock issuable upon

conversion of the Preferred Shares with respect to which the determination of such sentence is being made and any shares of Common Stock

issuable upon conversion of any shares of Series A Convertible Preferred Stock held by such Holder, but shall exclude shares of Common

Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder

or any of its Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities

of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants, including shares of Series A

Convertible Preferred Stock and the Preferred Shares) beneficially owned by such Holder or any other Attribution Party subject to a limitation

on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial

ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For the avoidance of doubt, the calculation

of the Maximum Percentage shall take into account the concurrent exercise and/or conversion, as applicable, of the unexercised or unconverted

portion of any other securities of the Company beneficially owned by such Holder and/or any other Attribution Party, as applicable. For

purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares

without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the

Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other

public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written

notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding

shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number

of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial

ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, such Holder must notify the Company of

a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written

or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail

to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including such Preferred Shares, by such

Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that

the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution

Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common

Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the

other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)

shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess

Shares. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective

until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other

percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will

not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase

or decrease will apply only to such Holder and its Attribution Parties and not to any other Holder that is not an Attribution Party of

such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designation

in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes

of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant

to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination

of convertibility. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 3(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which

may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d) or to make

changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may

not be amended, modified or waived and shall apply to each successor holder of such Preferred Shares.

4.            Rights

Upon Fundamental Transactions.

(a)            Assumption.

Upon the occurrence of any Fundamental Transaction, other than a Fundamental Transaction consummated solely in cash or a strategic acquisition

effected through a subsidiary of the Company, the Successor Entity shall succeed to, and (if the successor entity is not the Company)

be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation

and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designation and

the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein and therein. In

addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to each Holder confirmation

that there shall be issued upon conversion of the Preferred Shares at any time after the consummation of such Fundamental Transaction,

in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion of the Preferred

Shares prior to such Fundamental Transaction, such securities, cash, assets or other property which each Holder would have been entitled

to receive upon the happening of such Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately

prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate

of Designation), as adjusted in accordance with the provisions of this Certificate of Designation; provided that if there is no change

to the securities, cash, assets or other property which each Holder would be entitled to receive as a result of such Fundamental Transaction,

no such confirmation shall be required. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental

Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares.

5.            Rights

Upon Issuance of Purchase Rights and Other Corporate Events.

(a)            Purchase

Rights. In addition to any adjustments pursuant to Section 6 and Section 11 below, if at any time the Company grants, issues

or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially

all of the record holders of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to

acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such

Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking into

account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred

Shares were converted at the Conversion Price as of the applicable record date) held by such Holder immediately prior to the date on which

a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record

holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided, however, to the

extent that such Holder’s right to participate in any such Purchase Right would result in such Holder and the other Attribution

Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right to such extent

of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase

Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and,

if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of

days held in abeyance, if applicable) for the benefit of such Holder until the earlier of (i) such time or times, if ever, as its

right thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times

such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent

Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,

such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation

and (ii) the twelve (12) month anniversary of the date on which a record is taken for the grant, issuance or sale of such Purchase

Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the

grant, issue or sale of such Purchase Rights.

(b)            Other

Corporate Events. Without duplication of any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant

to which holders of shares of Common Stock are entitled to receive cash, securities or other assets with respect to or in exchange for

shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that each Holder

will thereafter have the right to receive upon a conversion of all the Preferred Shares held by such Holder such cash, securities or other

assets to which such Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been

held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the

convertibility of the Preferred Shares set forth in this Certificate of Designation). Provision made pursuant to the preceding sentence

shall be in a form and substance reasonably satisfactory to the Series B Required Holders. The provisions of this Section 5

shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion

or redemption of the Preferred Shares set forth in this Certificate of Designation.

6.            Rights

Upon Issuance of Other Securities.

(a)            Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 4 or Section 5,

if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or other

similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price

in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 4 or Section 5,

if the Company at any time on or after the Subscription Date combines (by any stock split, stock combination, recapitalization or other

similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price

in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 6 shall

become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this

Section 6 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price

shall be adjusted appropriately to reflect such event.

(b)            Calculations.

All calculations under this Section 6 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,

as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the

account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred

Shares remain outstanding, with the prior written consent of the Series B Required Holders, reduce the then current Conversion Price

to any amount and for any period of time deemed appropriate by the Board.

7.            Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, the bylaws of the Company,

as amended and/or restated from time to time (“Bylaws”) or through any reorganization, transfer of assets, consolidation,

merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance

or performance of any of the terms of this Certificate of Designation, and will at all times in good faith carry out all the provisions

of this Certificate of Designation and take all action as may be required to protect the rights of the Holders hereunder. Without limiting

the generality of the foregoing or any other provision of this Certificate of Designation or the other Transaction Documents, the Company

(a) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the

Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may

validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (c) shall,

so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued

shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common

Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any

limitations on conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary

of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other

than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such

failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common

Stock.

8.            Authorized

Shares.

(a)            Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 100% of the number of shares of Common

Stock as shall from time to time be necessary to effect the conversion of all of the Preferred Shares then outstanding (without regard

to any limitations on conversions) (the “Required Reserve Amount”). The Required Reserve Amount (including, without

limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the

Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the

“Authorized Share Allocation”). In the event that a Holder shall sell or otherwise transfer any of such Holder’s

Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares

of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders

of Preferred Shares, pro rata based on the number of the Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder

may allocate its Authorized Share Allocation to any other of the securities of the Company held by such Holder (or any of its designees)

by delivery of a written notice to the Company.

(b)            Insufficient

Authorized Shares. If, notwithstanding Section 8(a) and not in limitation thereof, at any time while any of the Preferred

Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy

its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the

Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary

to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required

Reserve Amount for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable

after the date of the occurrence of an Authorized Share Failure, but in no event later than one-hundred twenty (120) days after the occurrence

of such Authorized Share Failure (the “Shareholder Approval Deadline”), the Company shall hold a meeting of its shareholders

for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall

provide each shareholder with a proxy statement and shall use its reasonable best efforts to solicit its shareholders’ approval

of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve

such proposal (or, if a majority of the voting power then in effect of the capital stock of the Company consents in writing to such increase,

in lieu of such proxy statement, deliver to the shareholders of the Company an information statement on Schedule 14C that has been filed

with (and either approved by or not subject to comments from) the SEC with respect thereto). Notwithstanding the foregoing, if at any

such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued

and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy

this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event

that after such Shareholder Approval Deadline, the Company is prohibited from issuing shares of Common Stock to a Holder upon any conversion

due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common

Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), at any time after the Shareholder

Approval Deadline (to the extent any Authorized Share Failure exists as of such time of determination) in lieu of delivering such Authorized

Failure Shares to such Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion Amount of the

Preferred Shares convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such

number of Authorized Failure Shares and (y) the average VWAP of the Common Stock during the period commencing on the date such Holder

delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the applicable Share

Delivery Deadline; and (ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of Common Stock

to deliver in satisfaction of a sale by such Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses,

if any, of such Holder incurred in connection therewith. Nothing contained in Section 8(a) or this Section 8(b) shall

limit any obligations of the Company under any provision of the 2026 Securities Purchase Agreement or Registration Rights Agreement.

9.            Voting

Rights. Each Holder of outstanding Preferred Shares will have the voting rights as described in this Section 9, subject to the

restrictions provided in this Certificate of Designation. At all times, the Holders of the Preferred Shares shall be entitled to notice

of any shareholders’ meeting and to vote together with the class of shareholders of Common Stock (and with the holders of shares

of Series A Convertible Preferred Stock, on an as-converted-to-Common Stock basis, subject to any beneficial ownership limitation

applicable thereto), as a single class, as of each record date established by the Board of Directors of the Company (each, a “Record

Date”), except as provided by law, or by written consent in lieu thereof (“Written Consent”).

(a)            Notwithstanding

the conversion provisions set forth in Section 3 above, for so long as any Preferred Shares remain issued and outstanding, and subject

to the Maximum Percentage limitation defined above, the holders of Series B Convertible Preferred Stock shall have the right to vote

together with the shares of Common Stock in an amount equal to the voting power of the aggregate number of shares of Common Stock that

would be issuable to such holder upon conversion of such Series B Convertible Preferred Stock as if the Conversion Price of such

Preferred Share was $16.54 (the “Series B Voting Conversion Price”) such that each Preferred Share shall be entitled

to vote, with the aggregate voting power of a Holder’s Preferred Shares limited by the Maximum Percentage.

(b)            Notwithstanding

the provisions set forth in Section 3, Section 4 and Section 6 above, if the Company at any time on or after the Subscription

Date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) one or more classes of its outstanding

shares of Common Stock into a greater number of shares, the Series B Voting Conversion Price in effect immediately prior to such

subdivision will be proportionately reduced. If the Company at any time on or after the Subscription Date combines (by any stock split,

stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a

smaller number of shares, the Series B Voting Conversion Price in effect immediately prior to such combination will be proportionately

increased in accordance with Section 6 above.

the extent that under the NRS the vote of the holders of the Preferred Shares, voting separately as a class or series, as applicable,

is required to authorize a given action of the Company, the affirmative vote or consent of the Series B Required Holders (as defined

in the 2026 Securities Purchase Agreement), voting together in the aggregate with the holders of shares of Series A Convertible Preferred

Stock and not by separate series unless required under the NRS, represented at a duly held meeting at which a quorum is presented or by

written consent of the Series B Required Holders of both such series (except as otherwise may be required under the NRS), voting

together in the aggregate and not by separate series unless required under the NRS, shall constitute the approval of such action by both

the class or the series, as applicable.

10.            Liquidation,

Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of

the Company, whether from capital or from earnings available for distribution to its shareholders (the “Liquidation Funds”),

the amount per share such Holder would receive if such Holder converted its Preferred Shares into Common Stock immediately prior to the

date of such payment (without regard to any limitation on conversion set forth herein). Upon payment of such amount in full on the outstanding

Series B Convertible Preferred Stock, Holders of Series B Convertible Preferred Stock will have no rights to the Company’s

remaining assets or funds, if any.

11.            Distribution

of Assets. In addition to any adjustments pursuant to Section 5 and Section 6, if the Company shall declare or make any

dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way

of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options

by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (other

than a stock dividend to which Section 6 applies) (the “Distributions”), then each Holder, as holders of Preferred

Shares, will be entitled to such Distributions as if such Holder had held the number of shares of Common Stock acquirable upon complete

conversion of the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of the Preferred

Shares and assuming for such purpose that the Preferred Share was converted at the Conversion Price as of the applicable record date)

immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the

record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that such

Holder’s right to participate in any such Distribution would result in such Holder and its Attribution Parties exceeding the Maximum

Percentage, then such Holder shall not be entitled to participate in such Distribution to such extent of the Maximum Percentage (and shall

not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to

such extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of such Holder until such

time or times as its right thereto would not result in such Holder and its Attribution Parties exceeding the Maximum Percentage, at which

time or times, if any, such Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution

or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

12.            Vote

to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written

consent of the holders of a greater number of shares is required by law or by another provision of the Articles of Incorporation, without

first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Series B

Required Holders, voting together as a single class, the Company shall not: (a) amend, modify or repeal any provision of, or add

any provision to, the Articles of Incorporation or Bylaws, or file any certificate of designation or certificate of amendment to any certificate

of designation relating to any series of shares of preferred stock, if such action would adversely alter or change in any respect the

preferences, rights, privileges or powers, or restrictions provided for the benefit of the Preferred Shares hereunder, regardless of whether

any such action shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise; (b) increase

or decrease (other than by conversion) the authorized number of Preferred Shares; (c) issue any Preferred Shares other than as contemplated

hereby or pursuant to the 2026 Securities Purchase Agreement; or (d) without limiting any provision of Section 7, whether or

not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares hereunder.

13.            Tax

Treatment. Notwithstanding anything to the contrary in this Certificate of Designation, for U.S. federal and other applicable state

and local income tax purposes, it is intended that the Preferred Shares will not be treated as “preferred stock” within the

meaning of Section 305 of the Code and Treasury Regulations promulgated thereunder. The Company will, and will cause its Subsidiaries

and agents to, report consistently with, and take no position or actions inconsistent with, the foregoing treatment, unless required by

a determination within the meaning of Section 1313(a) of the Code.

14.            Transfer

of Preferred Shares. A Holder may transfer some or all of its Preferred Shares without the consent of the Company except as may otherwise

be required by Section 2(i) of the 2026 Securities Purchase Agreement.

15.            Tax

Withholding. The Company agrees that, provided that each Holder delivers to the Company a properly executed IRS Form W-9

or other certification satisfactory to the Company certifying as to such Holder’s status (or the status of such Holder’s beneficial

owner(s)) as a United States person (within the meaning of Section 7701(a)(30) of the Code) and such Holder’s (or such beneficial

owners’) eligibility for complete exemption from backup withholding (“U.S. Person Certification”), under current

law the Company (including any paying agent of the Company) shall not be required to, and shall not, withhold on any payments or deemed

payments to any such Holder. In the event that any Holder fails to deliver to the Company such properly executed U.S. Person Certification,

the Company reasonably believes that a previously delivered U.S. Person Certification is no longer accurate and/or valid, or there is

a change in law that affects the withholding obligations of the Company, the Company and its paying agent shall be entitled to withhold

taxes on all payments made to the relevant Holder in the form of cash or otherwise treated, in the Company’s reasonable discretion,

as a dividend for U.S. federal tax purposes or to request that the relevant Holder promptly pay the Company in cash any amounts required

to satisfy any withholding tax obligations, in each case, to the extent the Company or its paying agent determines in good faith it is

required to deduct and withhold tax on payments to the relevant Holder under applicable law; provided, that the Company

shall use commercially reasonable efforts to notify the relevant Holder of any required withholding tax reasonably in advance of the date

of the relevant payment. In the event that the Company does not have sufficient cash with respect to any Holder from withholding on cash

payments otherwise payable to such Holder and cash paid to the Company by such Holder to the Company pursuant to the immediately preceding

sentence, the Company and its paying agent shall be entitled to withhold taxes on deemed payments, including distributions of additional

Preferred Stock in lieu of cash and constructive distributions on the Preferred Stock to the extent required by law, and the Company and

its paying agent shall be entitled to satisfy any required withholding tax on non-cash payments (including deemed payments) through a

sale of a portion of the Preferred Stock received as a dividend or from cash dividends or sales proceeds subsequently paid or credited

on the Preferred Stock.

16.            Reissuance

of Preferred Share Certificates and Book Entries.

(a)            Transfer.

If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the

Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 16(c))

(or evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred

Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new

Preferred Share Certificate (in accordance with Section 16(c)) to such Holder representing the outstanding number of Preferred Shares

not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

of the provisions of Section 3(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number

of Preferred Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred

Shares.

(b)            Lost,

Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of

the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance

with Section 16(c)) representing the applicable outstanding number of Preferred Shares.

Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,

upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred

Share Certificate(s) or new Book-Entry (in accordance with this Section 16(c)) representing, in the aggregate, the outstanding

number of the Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate and/or new Book-Entry,

as applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate

as is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred

Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries

(in accordance with this Section 16(c)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original

Book-Entry, and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding

number of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d)            Issuance

of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or a

new Book-Entry pursuant to the terms of this Certificate of Designation, such new Preferred Share Certificate or new Book-Entry (i) shall

represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred

Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 16(a) or

Section 16(b), the number of Preferred Shares designated by such Holder) which, when added to the number of Preferred Shares represented

by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection with such issuance, does not

exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry, as

applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall

have an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which

is the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

17.            Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall

be cumulative and in addition to all other remedies available under this Certificate of Designation and any of the other Transaction Documents,

at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit any Holder’s

right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designation.

No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver

thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise

thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of a Holder at law or equity

or under this Certificate of Designation or any of the other Transaction Documents shall not be deemed to be an election of such Holder’s

rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall be no characterization

concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,

conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly

provided herein, be subject to any other obligation of the Company (or the performance thereof). In addition, the exercise of any right

or remedy of any Holder at law or equity or under Preferred Shares or any of the documents shall not be deemed to be an election of such

Holder’s rights or remedies under such documents or at law or equity. The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore

agrees that, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies,

to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction

in any such case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide

all information and documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance

with the terms and conditions of this Certificate of Designation.

18.            Payment

of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection

or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under

this Certificate of Designation with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designation (with

respect to any proceeding in any court or other similar authority, solely to the extent such Holder is the prevailing party in such matter)

or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’

rights and involving a claim under this Certificate of Designation, then the Company shall pay the reasonable and documented costs incurred

by such Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other

proceeding, including, without limitation, reasonable and documented attorneys’ fees and disbursements. The Company expressly acknowledges

and agrees that no amounts due under this Certificate of Designation with respect to any Preferred Shares shall be affected, or limited,

by the fact that the purchase price paid for each Preferred Share was less than the original Stated Value thereof.

19.            Construction;

Headings. This Certificate of Designation shall be deemed to be jointly drafted by the Company and the Holders and shall not be construed

against any such Person as the drafter hereof. The headings of this Certificate of Designation are for convenience of reference and shall

not form part of, or affect the interpretation of, this Certificate of Designation. Unless the context clearly indicates otherwise, each

pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this

entire Certificate of Designation instead of just the provision in which they are found. Unless expressly indicated otherwise, all section

references are to sections of this Certificate of Designation. Terms used in this Certificate of Designation and not otherwise defined

herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in

such other Transaction Documents unless otherwise consented to in writing by the Series B Required Holders.

20.            Failure

or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 20 shall permit any waiver

of any provision of Section 3(d).

21.            Dispute

Resolution.

(a)            Submission

to Dispute Resolution.

(i)            In

the case of a dispute relating to a Conversion Price or VWAP or a fair market value or the arithmetic calculation of a Conversion Rate,

or the applicable redemption price (as the case may be) (including, without limitation, a dispute relating to the determination of any

of the foregoing), the Company or the applicable Holder (as the case may be) shall submit the dispute to the other party via electronic

mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute

or (B) if by such Holder at any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and

the Company are unable to promptly resolve such dispute relating to such Conversion Price, such VWAP or such fair market value, or the

arithmetic calculation of such Conversion Rate or such applicable redemption price (as the case may be), at any time after the second

(2nd) Business Day following such initial notice by the Company or such Holder (as the case may be) of such dispute to the

Company or such Holder (as the case may be), then such Holder may, with the consent of the Company (not to be unreasonably withheld, conditioned

or delayed), select an independent, reputable investment bank to resolve such dispute.

(ii) Such Holder

and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 21 and (B) written documentation supporting its position with respect to such dispute,

in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date

on which such Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in

the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)

(it being understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation

by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be

entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with

respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was

delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and such Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit

any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The Company

and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of

such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b)            Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 21 constitutes an agreement to arbitrate between the Company

and each Holder (and constitutes an arbitration agreement) under NRS Chapter 38 (or such applicable successor rule or regulation

of Nevada) (ii) the terms of this Certificate of Designation and each other applicable Transaction Document shall serve as the basis

for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly

authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment

bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations

and the like to the terms of this Certificate of Designation and any other applicable Transaction Documents, (iii) the applicable

Holder (and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have the right to

submit any dispute described in this Section 21 to any state or federal court sitting in Washoe County, Nevada, in lieu of utilizing

the procedures set forth in this Section 21 and (iv) nothing in this Section 21 shall limit such Holder from obtaining

any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 21).

22.            Notices;

Currency; Payments.

(a)            Notices.

The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this

Certificate of Designation, including in reasonable detail a description of such action and the reason therefor. Whenever notice is required

to be given under this Certificate of Designation, unless otherwise provided herein, such notice must be in writing and shall be given

in accordance with Section 9(f) of the 2026 Securities Purchase Agreement. Without limiting the generality of the foregoing,

the Company shall give written notice to each Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in

reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which

the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, or (B) for

determining rights to vote with respect to any Fundamental Transaction, dissolution, liquidation, or amendment to this Certificate of

Designation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice

being provided to such Holder.

(b)            Currency.

All dollar amounts referred to in this Certificate of Designation are in United States Dollars (“U.S. Dollars”), and

all amounts owing under this Certificate of Designation shall be paid in U.S. Dollars. All amounts denominated in other currencies (if

any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange

Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designation,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designation, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designation is due on any day which is not a Business Day, the same

shall instead be due on the next succeeding day which is a Business Day.

23.            Waiver

of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designation

and the 2026 Securities Purchase Agreement.

24.            Governing

Law. This Certificate of Designation shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Certificate of Designation shall be governed by, the internal laws of the State of Nevada,

without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of Nevada. Except as otherwise required by Section 21

above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Washoe County,

Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue

of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit

or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder,

to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such

Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 21 above. THE COMPANY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER

OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATION OR ANY TRANSACTION CONTEMPLATED HEREBY.

25.            Judgment

Currency.

(a)            If

for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 25 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Certificate of Designation, the conversion shall be made at the Exchange Rate prevailing on the

Trading Day immediately preceding:

(i)            the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii)            the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 25(a)(ii) being hereinafter referred to as the “Judgment Conversion

Date”).

(b)            If

in the case of any proceeding in the court of any jurisdiction referred to in Section 25(a)(i) above, there is a change in the

Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall

pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency

stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Certificate of Designation.

26.            Severability.

If any provision of this Certificate of Designation is prohibited by law or otherwise determined to be invalid or unenforceable by a court

of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply

to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect

the validity of the remaining provisions of this Certificate of Designation so long as this Certificate of Designation as so modified

continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited

nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations

or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid

provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

27.            Maximum

Payments. Without limitation Section 9(d) of the 2026 Securities Purchase Agreement, nothing contained herein shall be deemed

to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the

event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments

in excess of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

28.            Shareholder

Matters; Amendment.

(a)            Shareholder

Matters. Any shareholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the NRS, the

Articles of Incorporation, this Certificate of Designation or otherwise with respect to the issuance of Preferred Shares may be effected

by written consent of the Company’s shareholders or at a duly called meeting of the Company’s shareholders, all in accordance

with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable sections of the NRS

permitting shareholder action, approval and consent affected by written consent in lieu of a meeting.

(b)            Amendment.

Except for Section 3(d) and this Section 28(b), which may not be amended, modified or waived hereunder, this Certificate

of Designation or any provision hereof may be amended, modified or waived by obtaining the affirmative vote at a meeting duly called for

such purpose, or written consent without a meeting in accordance with the NRS, of the Series B Required Holders, voting separately

as a single class, and with such other shareholder approval, if any, as may then be required pursuant to the NRS and the Articles of Incorporation.

29.            Certain

Defined Terms. For purposes of this Certificate of Designation, the following terms shall have the following meanings:

(a)            [Intentionally

Omitted].

(b)            “1934

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all declared and unpaid Dividends

and, if applicable with respect to any given Preferred Share, any unpaid amounts that have accrued pursuant to Section 3(c)(ii) hereof

or pursuant to Section 5(e) of the Securities Purchase Agreement with respect thereto.

(d)            “Affiliate”

or “Affiliated” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e)            “Attribution

Parties” means, with respect to any Holder, collectively, the following Persons and entities: (i) any investment vehicle,

including, any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly

managed or advised by such Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect

Affiliates of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together

with such Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock

would or could be aggregated with such Holder’s and its Attribution Parties for purposes of Section 13(d) of the 1934

Act, including shares held by any “group” of which the Holder is a member. For clarity, the purpose of the foregoing is to

subject collectively such Holder and its Attribution Parties to the Maximum Percentage.

(f)            “Bloomberg”

means Bloomberg, L.P.

(g)            “Book-Entry”

means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable

hereunder.

(h)            “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(i)            [Intentionally

Omitted]

(j)            [Intentionally

Omitted]

(k)            “Code”

means the Internal Revenue Code of 1986, as amended.

(l)            “Common

Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(m)            “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(n)            “Eligible

Market” means the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or

the Nasdaq Capital Market.

(o)            “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)

another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties

or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one

or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or

have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted

by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common

Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities

making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such

that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange

offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding

shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such

Subject Entities, individually or in the aggregate, acquire in any transaction or series of related transactions, either (x) at least

50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares

of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock

purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the

Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding

shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly

or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity

individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3

under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,

reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,

scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at

least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate

ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this

Certificate of Designation calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a

percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities

of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other

shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly

or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering

into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which

case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition

to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended

treatment of such instrument or transaction.

(p)            [Intentionally

Omitted].

(q)            “Governmental

Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority, court, judicial

body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative,

or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division, ministry, or instrumentality

of any of the foregoing.

(r)            “Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(s)            “Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business

of the Company and its Subsidiaries, taken as a whole.

(t)            “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(u)            “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(v)            “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(w)            “Principal

Market” means the NYSE American.

(x)            “Registration

Rights Agreement” means that certain registration rights agreement, dated as of October 30, 2026, by and among the Company

and the initial holders of the Series B Convertible Preferred Stock, as may be amended from time to time, relating to, among other

things, the registration of the resale of the Common Stock issuable upon conversion of the Series B Convertible Preferred Stock or

otherwise pursuant to the terms of this Certificate of Designation.

(y)            “Series B

Required Holders” means Series B Required Holders as defined in the 2026 Securities Purchase Agreement.

(z)            “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(aa)          “2026

Securities Purchase Agreement” means that certain securities purchase agreement by and among the Company and the initial holders

of Preferred Shares, dated as of October 30, 2026, as may be amended from time in accordance with the terms thereof.

(bb)          “Series A

Convertible Preferred Stock” means the series of preferred stock designated as Series A Convertible Preferred Stock established

by the filing with the Nevada Secretary of State of a certificate of designation effective on July 1, 2025.

(cc)          “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(dd)          “Subscription

Date” means October 30, 2026.

(ee)          “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(ff)          “Subsidiaries”

shall have the meaning as set forth in the 2026 Securities Purchase Agreement

(gg)          “Successor

Entity” means the Person (or, if so elected by the Series B Required Holders, the Parent Entity) formed by, resulting from

or surviving any Fundamental Transaction or the Person (or, if so elected by the Series B Required Holders, the Parent Entity) with

which such Fundamental Transaction shall have been entered into.

(hh)          “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock,

any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for

the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that

“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less

than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour

ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder or (y) with

respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange

(or any successor thereto) is open for trading of securities.

(ii)            “Transaction

Documents” means the 2026 Securities Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation

and each of the other agreements and instruments entered into or delivered by the Company or any of the Holders in connection with the

transactions contemplated by the 2026 Securities Purchase Agreement, all as may be amended from time to time in accordance with the terms

thereof.

(jj)          “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Series B Required Holders. If the Company and the Series B Required Holders are unable to agree upon the fair market

value of such security, then such dispute shall be resolved in accordance with the procedures in Section 21. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction

during such period.

29.            Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designation, unless the Company

has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the

Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following

such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise.

In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,

the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from such Holder,

as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt

of notice from such Holder), such Holder shall be entitled to presume that information contained in the notice does not constitute material,

non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 29 shall limit any obligations

of the Company, or any rights of any Holder, under Section 4(i) of the 2026 Securities Purchase Agreement.

30.            Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

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left blank]

EXHIBIT I

PELTHOS THERAPEUTICS INC.

CONVERSION NOTICE

Reference is made to the Certificate

of Designation of the Articles of Incorporation of Pelthos Therapeutics Inc., a Nevada corporation (the “Company”)

establishing the terms, preferences and rights of the Series B Convertible Preferred Stock, $0.0001 par value (the “Preferred

Shares”) of the Company (the “Certificate of Designation”). In accordance with and pursuant to the Certificate

of Designation, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock, $0.0001

par value per share, of the Company (the “Common Stock”), as of the date specified below.

Date of Conversion:

Aggregate number of shares of Series B Convertible Preferred Stock to be converted:

Aggregate Stated Value of such shares of Series B Convertible Preferred Stock to be converted:

Aggregate accrued and unpaid Dividends with respect to such shares of Series B Convertible Preferred Stock to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Notwithstanding anything to the contrary contained

herein, this Conversion Notice shall constitute a representation by the Holder of the Preferred Shares submitting this Conversion Notice

that after giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates and Attribution

Parties) will not have beneficial ownership (together with the beneficial ownership of such Person’s affiliates and Attribution

Parties) of a number of shares of Common Stock which exceeds the Maximum Percentage (as defined in the Certificate of Designation) of

the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 3(d) of the Certificate

of Designation.

Please issue the Common Stock into which the Preferred

Shares are being converted to Holder, or for its benefit, as follows:

Check here if requesting delivery as a certificate to the following

name and to the following address:

Issue to:

Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date:

Name of Registered Holder

By:

Name:

Title:

Tax ID:

E-mail Address:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby (a) acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold

by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s [and such Holder’s executing

broker’s, if applicable,] execution and delivery to the Company of a customary 144 representation letter[s]) or (ii) an effective

and available registration statement and (c) hereby directs _________________ to issue the above indicated number of shares of Common

Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by

________________________.

PELTHOS THERAPEUTICS INC.

By:

Name:

Title:

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2628523d1_ex3-2.htm · Sequence: 4

Exhibit 3.2

CERTIFICATE OF AMENDMENT

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

SERIES A CONVERTIBLE PREFERRED STOCK OF

PELTHOS THERAPEUTICS INC.

WHEREAS, the Certificate of

Designation of Rights and Preferences of Series A Convertible Preferred Stock (the “Certificate of Designation”)

of Pelthos Therapeutics Inc., a Nevada corporation (formerly known as Channel Therapeutics Corporation) (the “Corporation”),

was originally filed with the Nevada Secretary of State on July 1, 2025, and was amended on July 16, 2025, has not been further

amended or modified and is in full force and effect as of the date hereof.

WHEREAS, the amendments set

forth herein have been approved by the Required Holders in accordance with Section 27(b) of the Certificate of Designation and

by the stockholders of the Company as required by Nevada Revised Statutes (“NRS”) 78.1955.

WHEREAS,

pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the

Company’s Articles of Incorporation (as amended and/or restated from time to time, the “Articles of Incorporation”),

and NRS 78.1955, the Board, on October 30, 2026, determined that it is advisable and in the best interests of the Company and its

stockholders for the Company to amend the Certificate of Designation as follows:

1.            Section 3(c)(ii) of

the Certificate of Designation is hereby amended and restated in its entirety to read as follows:

Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share

Delivery Deadline, if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue

and deliver to such Holder (or its designee) a certificate for the number of Conversion Shares to which such Holder is entitled and register

such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Resale Eligibility