Form 8-K/A

8-K/A — Solstice Advanced Materials Inc.

Accession: 0001213900-26-076547

Filed: 2026-07-09

Period: 2026-07-06

CIK: 0002064953

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0297404-8ka1425_sols.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 6, 2026, BY AND AMONG SOLSTICE ADVANCED MATERIALS INC., ELEMENT SOLUTIONS INC, SOLAR MERGER SUB ONE INC. AND SOLAR MERGER SUB TWO LLC (ea029740401ex2-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0297404-8ka1425_sols.htm · Sequence: 1

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0002064953

2026-07-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

DATE OF REPORT - July 6, 2026

(Date of earliest event reported)

SOLSTICE ADVANCED MATERIALS INC.

(Exact name of Registrant as specified in its Charter)

Delaware

001-42812

33-2919563

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

115 Tabor Road

Morris Plains, New Jersey

07950

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (973) 370-8188

Check the appropriate box below if the Form 8-K

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

☒

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SOLS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging Growth Company ☐

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. ☐

Explanatory Note

This

Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of Solstice Advanced Materials Inc. (“Solstice”)

amends Solstice's Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on July 7, 2026 (the “Original

Report”). This Amendment is being filed solely to correct typographical errors in the previously filed version of the Agreement

and Plan of Merger (the “Merger Agreement”), dated as of July 6, 2026, by and among Solstice, Element Solutions Inc, Solar

Merger Sub One Inc. and Solar Merger Sub Two LLC, and replace in its entirety Exhibit 2.1 filed with the Original Report with the correct

version of Exhibit 2.1 filed herewith. Other than as described above, this Amendment does not amend any other information previously

filed in the Original Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:

Exhibit No.

Exhibit

2.1

Agreement and Plan of Merger, dated as of July 6, 2026, by and among Solstice Advanced Materials Inc., Element Solutions Inc, Solar Merger Sub One Inc. and Solar Merger Sub Two LLC.*

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* Schedules (or similar attachments) have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules

(or similar attachments) upon request by the SEC; provided that the registrant may request confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules (or similar attachments) so furnished.

SIGNATURES

Pursuant to the requirements

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

duly authorized.

Date: July 9, 2026

SOLSTICE ADVANCED MATERIALS INC.

By:

/s/ Brian Rudick

Brian Rudick

Senior Vice President, General Counsel & Secretary

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 6, 2026, BY AND AMONG SOLSTICE ADVANCED MATERIALS INC., ELEMENT SOLUTIONS INC, SOLAR MERGER SUB ONE INC. AND SOLAR MERGER SUB TWO LLC

EX-2.1

Filename: ea029740401ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among:

Solstice

Advanced Materials Inc.,

a Delaware corporation;

Solar

Merger Sub One Inc.,

a Delaware corporation;

Solar

Merger Sub Two LLC,

a Delaware limited liability company;

and

Element

Solutions Inc,

a Delaware corporation

Dated as of July 6, 2026

TABLE

OF CONTENTS

Page

Section 1.

Description of Transaction

1.1

The Mergers

1.2

Effects of the Mergers

1.3

Closing

1.4

Effective Time

1.5

Constituent Documents

1.6

Conversion of Shares

1.7

Closing of Transfer Books

1.8

Exchange Fund

1.9

Exchange of Company Stock Certificates

1.10

Dissenting Company Stockholders

Section 2.

Representations and Warranties of the Company

2.1

Subsidiaries; Due Organization; Etc

2.2

Certificate of Incorporation and Bylaws

2.3

Capitalization, Etc

2.4

SEC Filings; Financial Statements

2.5

Absence of Changes

2.6

Real Property; Equipment; Leasehold

2.7

Intellectual Property; Data Privacy

2.8

Material Contracts

2.9

Liabilities

2.10

Compliance with Legal Requirements

2.11

Tax Matters

2.12

Employee and Labor Matters; Benefit Plans

2.13

Environmental Matters

2.14

Insurance

2.15

Legal Proceedings; Orders

2.16

Authority; Binding Nature of Agreement

2.17

Takeover Statutes; No Rights Plan

2.18

Vote Required

2.19

Non-Contravention; Consents

2.20

Fairness Opinion

2.21

Broker’s Fees

2.22

Related Person Transactions

2.23

Disclosure

2.24

No Other Representations and Warranties

Section 3.

Representations and Warranties of Parent and Merger Subs

3.1

Due Organization

3.2

Certificate of Incorporation and Bylaws

3.3

Capitalization, Etc

3.4

SEC Filings; Financial Statements

3.5

Absence of Changes

3.6

Parent Real Property; Equipment; Leasehold.

3.7

Intellectual Property; Data Privacy

Table

of Contents

(continued)

Page

3.8

Material Contracts

3.9

Liabilities

3.10

Compliance with Legal Requirements

3.11

Tax Matters

3.12

Insurance

3.13

Legal Proceedings; Orders

3.14

Authority; Binding Nature of Agreement

3.15

Vote Required

3.16

Non-Contravention; Consents

3.17

Stock Ownership

3.18

Capitalization and Operations of the Merger Subs

3.19

Financing

3.20

Solvency

3.21

Fairness Opinions

3.22

Advisors’ Fees

3.23

Related Person Transactions

3.24

Disclosure

3.25

Employee and Labor Matters; Benefit Plans

3.26

Environmental Matters

3.27

No Other Representations and Warranties

Section 4.

Certain Covenants of the Company and Parent

4.1

Access and Investigation

4.2

Operation of the Company’s Business

4.3

Operation of Parent’s Business

4.4

No Solicitation

Section 5.

Additional Covenants of the Parties

5.1

Registration Statement; Joint Proxy Statement/Prospectus

5.2

Company Stockholders’ Meeting

5.3

Parent Stockholders’ Meeting

5.4

Treatment of Company Equity Awards

5.5

Treatment of Company ESPP

5.6

Employee Benefits

5.7

Indemnification of Officers and Directors

5.8

Regulatory Approvals and Related Matters

5.9

Disclosure

5.10

Resignation of Officers and Directors

5.11

Delisting

5.12

Nasdaq Listing

5.13

Section 16 Matters

5.14

Stockholder Litigation

5.15

Takeover Statutes and Rights

5.16

Tax Matters

5.17

Debt Financing

5.18

Miscellaneous..

Table

of Contents

(continued)

Page

Section 6.

Conditions Precedent to Obligations of Parent and Merger Subs

6.1

Accuracy of Representations

6.2

Performance of Covenants

6.3

Effectiveness of Registration Statement

6.4

Stockholder Approvals

6.5

Closing Certificate

6.6

No Material Adverse Effect on the Company

6.7

Regulatory Matters

6.8

No Restraints

6.9

Listing

6.10

Parent Tax Opinion

Section 7.

Conditions Precedent to Obligation of the Company

7.1

Accuracy of Representations

7.2

Performance of Covenants

7.3

Effectiveness of Registration Statement

7.4

Stockholder Approvals

7.5

Closing Certificate

7.6

No Material Adverse Effect on Parent

7.7

Regulatory Matters

7.8

No Restraints

7.9

Listing

7.10

Company Tax Opinion

Section 8.

Termination

8.1

Termination

8.2

Effect of Termination

8.3

Expenses; Termination Fees

Section 9.

Miscellaneous Provisions

9.1

Amendment

9.2

Waiver

9.3

No Survival of Representations and Warranties

9.4

Entire Agreement; Counterparts; Exchanges by Electronic Delivery

9.5

Applicable Law; Jurisdiction; Waiver of Jury Trial

9.6

Disclosure Schedules

9.7

Assignability; No Third-Party Beneficiaries

9.8

Notices

9.9

Severability

9.10

Remedies

9.11

Construction

9.12

Financing Sources

iii

Exhibits

Exhibit A

Certain Definitions

Exhibit B

Form of Certificate of Incorporation of the First Merger Surviving Corporation

Exhibit C

Form of Limited Liability Company Agreement of the Surviving Company

Exhibit D

Persons Entering into the Voting and Support Agreement

Exhibit E

Parent Tax Opinion

Exhibit F

Company Tax Opinion

Exhibit G

RemainCo Consent

AGREEMENT AND PLAN OF MERGER

This

Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 6, 2026, by and among:

(a) Solstice Advanced Materials Inc., a Delaware corporation (“Parent”); (b) Solar Merger Sub One Inc., a Delaware

corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub One”); (c) Solar Merger Sub Two LLC, a Delaware

limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub Two”); and (d) Element Solutions

Inc, a Delaware corporation (the “Company”).

Recitals

A. Parent, Merger

Sub One, Merger Sub Two and the Company intend that, in accordance with this Agreement and the General Corporation Law of the State of

Delaware (the “DGCL”) and the Delaware Limited Liability Company Act (the “LLCA”): (i) Merger Sub

One will merge with and into the Company, with the Company surviving (the “First Merger”); and (ii), immediately following

the First Merger, the surviving corporation in the First Merger will merge with and into Merger Sub Two (an entity that is disregarded

as an entity separate from Parent for U.S. federal income tax purposes), with Merger Sub Two surviving (the “Second Merger”

and, together with the First Merger, the “Mergers”).

B. The respective

boards of directors (or equivalent bodies) of Parent, Merger Sub One, Merger Sub Two and the Company have approved this Agreement and

the Mergers.

C. In order to

induce Parent to enter into this Agreement and to cause the Mergers to be consummated, concurrently with the execution and delivery of

this Agreement, each stockholder of the Company listed in Exhibit D is executing a voting and support agreement in favor of Parent

(the “Voting and Support Agreement”).

D. For United

States federal income tax purposes, it is intended that (i) the Mergers, taken together, constitute an integrated plan described in Rev.

Rul. 2001-46, 2001-2 C.B. 321 (the “Integrated Transaction”), (ii) the Integrated Transaction qualify as a “reorganization”

within the meaning of Section 368(a) of the Code and (iii) this Agreement constitute and be adopted as a “plan of reorganization”

for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Agreement

The parties to this Agreement,

intending to be legally bound, agree as follows:

Section 1. Description

of Transaction

1.1 The Mergers.

(a) Upon the terms and subject to the conditions set forth in this Agreement, (i) at the First Merger Effective Time, Merger

Sub One will merge with and into the Company, with the Company being the surviving company (the “First Merger Surviving Corporation”)

and (ii), immediately following the First Merger Effective Time, the First Merger Surviving Corporation will merge with and into Merger

Sub Two, with Merger Sub Two being the surviving company (the “Surviving Company”).

(b) Upon

consummation of the First Merger, the separate corporate existence of Merger Sub One will cease, and the Company will survive as the First

Merger Surviving Corporation. Upon the consummation of the Second Merger, the separate corporate existence of the First Merger Surviving

Corporation will cease, and Merger Sub Two will survive as the Surviving Company and a wholly-owned Subsidiary of Parent.

1.2 Effects of the

Mergers. The Mergers shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and LLCA. At

the Second Merger Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject

to all of the obligations, liabilities and duties of the Company, Merger Sub One and Merger Sub Two, all as provided under the DGCL and

LLCA.

1.3 Closing. The

consummation of the Contemplated Transactions (the “Closing”) will take place by means of a virtual closing through

electronic exchange of signatures. The Closing shall take place at 8:00 a.m. (Eastern Time) on the second Business Day after the Closing

Conditions Satisfaction Date (but subject to the satisfaction or waiver of the conditions set forth in Section 6.5 and Section

7.5 and the continued satisfaction or waiver of each of the other conditions set forth in Section 6 and Section 7),

or at such other time or date as Parent and the Company may jointly designate. The date on which the Closing actually takes place is referred

to as the “Closing Date.” The parties agree that if the Closing Condition Satisfaction Date has occurred after December

6, 2026 and prior to 12:01 a.m. (Eastern Time) on January 1, 2027, Parent, in its sole discretion, may elect either (a) for the parties

to effectuate the Closing pursuant to Section 1.3 and the other applicable terms and conditions of this Agreement or (b) to delay Closing

until 8:00 a.m. (Eastern Time) on January 4, 2027, by providing written notice to the Company within one Business Day following the occurrence

of such Closing Condition Satisfaction Date.

1.4 Effective Time.

The parties will cause the Mergers to be consummated by filing the certificates of merger executed in accordance with, and in such form

as is required by, the relevant provisions of the DGCL and LLCA, concurrently with or as soon as practicable following the Closing on

the Closing Date. Each of the Mergers will become effective at the time that the applicable certificate of merger is filed with the Secretary

of State of the State of Delaware or, to the extent permitted by applicable Legal Requirements, at such later time as is mutually agreed

to by the parties prior to the filing of the certificates of merger (the time at which the First Merger becomes effective is referred

to as the “First Merger Effective Time” and the time at which the Second Merger becomes effective is referred to as

the “Second Merger Effective Time”). The First Merger Effective Time and the Second Merger Effective Time must occur

on the Closing Date, with the Second Merger Effective Time occurring immediately after the First Merger Effective Time, and the parties

shall take such actions to cause the foregoing to occur.

1.5 Constituent Documents;

Designated Directors.

(a) At

the First Merger Effective Time, (i) the certificate of incorporation of the Company as in effect immediately prior to the First Merger

Effective Time shall be amended and restated in its entirety pursuant to the First Merger to read as set forth in Exhibit B attached

hereto, and as so amended and restated shall be the certificate of incorporation of the First Merger Surviving Corporation and (ii) the

bylaws of the Company shall be amended and restated in their entirety to read as the bylaws of Merger Sub One immediately prior to the

First Merger Effective Time.

(b) At

the Second Merger Effective Time, (i) the certificate of formation of Merger Sub Two in effect immediately prior to the Second Merger

Effective Time shall be amended and restated in its entirety to replace references to the name of Merger Sub Two with references to the

name of the Surviving Company and (ii) the limited liability company agreement of Merger Sub Two in effect immediately prior to the Second

Merger Effective Time shall be amended and restated in its entirety pursuant to the Second Merger to read as set forth in Exhibit C

attached hereto, and as so amended and restated shall be the limited liability company agreement of the Surviving Company.

of the First Merger Effective Time, the directors of Merger Sub One immediately prior to the First Merger Effective Time will be the initial

directors of the First Merger Surviving Corporation, and the officers of Merger Sub One immediately prior to the First Merger Effective

Time will be the initial officers of the First Merger Surviving Corporation. As of the Second Merger Effective Time, the directors and

officers of the First Merger Surviving Corporation will be the initial managers and officers of the Surviving Company, respectively, each

to hold office until his or her respective successor is duly elected or appointed and qualified, or his or her earlier death, resignation

or removal, in accordance with the Surviving Company’s limited liability company agreement and the LLCA.

(d) Prior

to the Closing Date, Parent shall take all actions necessary to cause, in each case as of the First Merger Effective Time, (i) the board

of directors of Parent (the “Parent Board of Directors”) to consist of eleven (11) directors and (ii) the Parent Board

of Directors to be comprised of (A) eight (8) directors of Parent as of immediately prior to the First Merger Effective Time and (B) the

three Designated Directors. For purposes of Section 16(a) of the Exchange Act, each Designated Director will become a member of the Parent

Board of Directors immediately following the Closing. Parent shall take all actions necessary to designate, as of the First Merger Effective

Time, each Designated Director as a Class I director or Class II director under Parent’s bylaws. In the event that any Designated

Director’s term expires prior to the first (1st) anniversary of the First Merger Effective Time, the Parent Board of Directors shall

cause such Designated Director to be included in the slate of director nominees submitted by the Parent Board of Directors to stockholders

of Parent for election at the applicable annual meeting of stockholders. For purposes of this Agreement, “Designated Director”

means the members of the board of directors of the Company as of the date of the Agreement (the “Company Board of Directors”)

set forth on Part 1.5(d) of the Company Disclosure Schedule; provided that, if, (A) prior to the Closing Date, the Company determines

in good faith, and following reasonable consultation with Parent, that any such Designated Director is unable to serve on the Parent Board

of Directors, or any such Designated Director otherwise provides written notice to the Company that he or she is no longer willing to

serve on the Parent Board of Directors following the First Merger Effective Time, or (B) such Designated Director is unable to be appointed

consistent with Parent’s existing publicly-disclosed director qualification and appointment policies as reasonably agreed between

the parties, the Company and Parent shall mutually agree on an alternative member of the Company Board of Directors to serve as a Designated

Director or, if no member of the Company Board of Directors is available to serve as a Designated Director, the Company and Parent will

reasonably agree on an alternative candidate to be appointed to the Parent Board of Directors as such Designated Director. In the event

that the parties designate an alternative Designated Director, such director shall, upon Parent’s reasonable written request, provide

a completed director questionnaire to Parent and shall satisfy the applicable eligibility requirements of the Corporate Governance and

Nominating Committee of the Parent Board of Directors in effect as of the date hereof and if such alternative Designated Director satisfies

such eligibility requirements, such alternative Designated Director shall constitute a Designated Director.

1.6 Conversion of Shares.

(a) At the First

Merger Effective Time, by virtue of the First Merger and without any further action on the part of the Company, Merger Sub One, Merger

Sub Two or any stockholder of the Company:

(i) each

share of Merger Sub One common stock issued and outstanding immediately prior to the First Merger Effective Time will remain issued and

outstanding as a share of common stock of the First Merger Surviving Corporation;

(ii) any

shares of Company Common Stock held, directly or indirectly, by any wholly owned Subsidiary of the Company or by any Parent Entity (other

than Merger Sub One) immediately prior to the First Merger Effective Time will be unaffected by the First Merger and will remain outstanding

as an equal number of shares of common stock of the First Merger Surviving Corporation;

(iii) any

shares of Company Common Stock held, directly or indirectly, by the Company (or held in the Company’s treasury) or by Merger Sub

One immediately prior to the First Merger Effective Time will be canceled and retired and will cease to exist, and no consideration will

be delivered in exchange therefor; and

(iv) each

share of Company Common Stock outstanding immediately prior to the First Merger Effective Time will be converted into the right to receive:

(A) 0.500 (the “Exchange Ratio”) shares of Parent Common Stock; and (B) $10.00 in cash, without interest (the “Per

Share Cash Amount”).

(b) At the Second

Merger Effective Time, by virtue of the Second Merger and without any further action on the part of the Company, Merger Sub One, Merger

Sub Two or any stockholder of the Company:

(i) each

unit of Merger Sub Two issued and outstanding immediately prior to the Second Merger Effective Time will remain issued and outstanding

as a unit of the Surviving Company; and

(ii) each

share of common stock of the First Merger Surviving Corporation issued and outstanding immediately prior to the Second Merger Effective

Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

period commencing on the date of this Agreement and ending at the Closing (the “Pre-Closing Period”), the outstanding

shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision

of shares, extraordinary stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar

transaction, or if any extraordinary stock dividend is declared by the Company during the Pre-Closing Period, or a record date with respect

to any such event occurs during the Pre-Closing Period, then the Per Share Cash Amount and the Exchange Ratio will be adjusted to the

extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action. If, during the Pre-Closing

Period, the issued and outstanding Parent Common Stock are changed into a different number or class of shares by reason of any stock split,

division or subdivision of shares, extraordinary stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization

or other similar transaction, or if any extraordinary stock dividend is declared by Parent during the Pre-Closing Period, or a record

date with respect to any such event occurs during the Pre-Closing Period, then the Exchange Ratio (but not the Per Share Cash Amount)

will be adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action.

(d) No fraction

of a share of Parent Common Stock shall be issued in connection with the Mergers, and no certificates or scrip for any such fractional

share shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common

Stock (after aggregating all fractions of a share of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a

share and, upon surrender of such holder’s Company Stock Certificate(s) or the transfer of Uncertificated Company Shares, be paid

in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing

price of a share of Parent Common Stock on the Parent Stock Exchange on the date the Mergers become effective.

1.7 Closing of Transfer

Books. At the First Merger Effective Time: (i) except for Disregarded Company Shares, all shares of Company Common Stock outstanding

immediately prior to the First Merger Effective Time shall automatically be canceled and retired and shall cease to exist, and any holders

of certificates representing shares of Company Common Stock outstanding immediately prior to the First Merger Effective Time (each such

certificate, a “Company Stock Certificate”) or uncertificated shares of Company Common Stock represented by book entry

positions (each such share, an “Uncertificated Company Share”) shall cease to have any rights as stockholders of the

Company; and (ii) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding

immediately prior to the First Merger Effective Time. No further transfer of any such shares of Company Common Stock shall be made on

such stock transfer books after the First Merger Effective Time. If, after the First Merger Effective Time, a valid Company Stock Certificate

or Uncertificated Company Share is presented to the Exchange Agent or to the Surviving Company, such Company Stock Certificate or Uncertificated

Company Share shall be canceled and shall be exchanged as provided in Section 1.9.

1.8 Exchange Fund.

On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Mergers (the “Exchange

Agent”). Subject to Section 1.9(g), promptly after the Closing, Parent shall: (a) deposit with the Exchange Agent certificates

or book entry positions representing the shares of Parent Common Stock issuable pursuant to Section 1.6(a)(iv); and (b) cause to

be deposited with the Exchange Agent cash sufficient to make payments of the cash consideration payable pursuant to Section 1.6(a)(iv)

and Section 1.6(d) (including payments to be made in lieu of fractional shares). The Parent Common Stock and cash amounts so deposited

with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to the deposited shares

of Parent Common Stock are referred to collectively as the “Exchange Fund.” The cash portion of the Exchange Fund will

be invested by the Exchange Agent as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the

United States of America in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard

& Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of

commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted

by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument

shall have a maturity exceeding three months. In the event the Exchange Fund shall be insufficient to make the payments payable pursuant

to Section 1.6(a)(iv) and Section 1.6(d), Parent shall promptly deposit, or cause to be deposited, additional funds with

the Exchange Agent in an amount that is equal to the deficiency, which additional funds will be deemed to be part of the Exchange Fund.

Parent shall cause the Exchange Fund to be (A) held for the benefit of the holders of Company Common Stock and (B) applied promptly to

make payments pursuant to Section 1.6(a)(iv) and Section 1.6(d). The Exchange Fund shall not be used for any purpose other

than to fund payments pursuant to Section 1.6(a)(iv) and Section 1.6(d), except as expressly provided for in this Agreement.

1.9 Exchange of Company

Stock Certificates.

(a) Promptly after

the Closing, the Exchange Agent will mail to the Persons who, as of the Closing, were record holders of Company Stock Certificates: (i)

a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming

that delivery of a Company Stock Certificate will be effected, and risk of loss and title to such Company Stock Certificate will pass,

only upon proper delivery of such Company Stock Certificate to the Exchange Agent); and (ii) instructions for use in effecting the surrender

of Company Stock Certificates in exchange for Merger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent

for exchange, together with the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required

by the Exchange Agent, the holder of such Company Stock Certificate will be entitled to receive in exchange therefor the Merger Consideration

that such holder has the right to receive pursuant to Section 1.6, in full satisfaction of all rights pertaining to the shares

of Company Common Stock formerly represented by such Company Stock Certificate, and the Company Stock Certificate so surrendered or transferred

will be canceled. Any holder of Uncertificated Company Shares will not be required to deliver a Company Stock Certificate or an executed

letter of transmittal to the Exchange Agent to receive the Merger Consideration payable with respect to such Uncertificated Company Shares.

Upon receipt of an “agent’s message” in customary form after the Effective Time with respect to such holder, (i) Parent

shall cause the Exchange Agent to (A) issue the number of whole shares of Parent Common Stock, if any, that such holder is entitled

to receive pursuant to Section 1.6(a)(iv) in exchange therefor, in non-certificated book-entry form in the

name of such holder, and (B) mail to such Person, as promptly as reasonably practicable thereafter, (1) a statement reflecting

the number of whole shares of Parent Common Stock so issued and (2) a check in the amount (after giving effect to any required Tax

withholdings) of the cash consideration that the holder of such Uncertificated Company Shares is entitled to receive pursuant to Section

1.6(a)(iv) (including payments to be made in lieu of fractional shares in accordance with Section 1.6(d) and

any unpaid dividends or distributions that such Person has the right to receive pursuant to Section 1.9(b), as applicable),

in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Uncertificated Company

Shares, and (ii) the Uncertificated Company Shares so transferred shall be canceled. The Exchange Agent shall accept transferred

Uncertificated Company Shares upon compliance with such reasonable instructions as the Exchange Agent may impose to cause an orderly exchange

thereof in accordance with customary exchange practices. Until transferred as contemplated by this Section 1.9(a), each

Uncertificated Company Share shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration

as contemplated by Section 1.6(a).

(b) No dividends

or other distributions declared or made with respect to Parent Common Stock with a record date after the Closing shall be paid to the

holder of any unsurrendered Company Stock Certificate or to the holder of any Uncertificated Company Share that has not been transferred,

in each case with respect to the Parent Common Stock that such holder has the right to receive in the Mergers, until such holder surrenders

such Company Stock Certificate or transfers such Uncertificated Company Share in accordance with this Section 1.9 (at which time

such holder shall be entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions,

without interest).

of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment

of Merger Consideration may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing

such shares or Uncertificated Company Shares is registered only if: (i) any such Company Stock Certificate is properly endorsed or otherwise

in proper form for transfer; and (ii) such holder has paid any fiduciary or surety bonds and any transfer or other similar Taxes required

by reason of the payment of such Merger Consideration to a Person other than such holder (or has established to the reasonable satisfaction

of Parent that such bonds and Taxes have been paid or are not applicable).

(d) If any Company

Stock Certificate is lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any Merger

Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the

owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such reasonable

sum as Parent may direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Company

with respect to such Company Stock Certificate. No interest will be paid or will accrue on any cash consideration payable to holders of

Company Stock Certificates or in respect of Uncertificated Company Shares pursuant to Section 1.6.

(e) Any portion

of the Exchange Fund that remains undistributed to former holders of shares of Company Common Stock as of the date that is one year after

the date on which the Mergers become effective will be delivered to Parent upon demand, and any former holders of shares of Company Common

Stock who have not theretofore surrendered their Company Stock Certificates, or complied with the procedures established by the Exchange

Agent for transfer of Uncertificated Company Shares, in accordance with this Section 1.9 may thereafter look only to Parent for

satisfaction of their claims for Merger Consideration and any dividends or distributions with respect to the shares of Parent Common Stock

included in the Merger Consideration.

(f) If any Company

Stock Certificate has not been surrendered, or any Uncertificated Company Share has not been transferred, by the date immediately prior

to the date on which the Merger Consideration that such Company Stock Certificate or Uncertificated Company Share represents the right

to receive would otherwise escheat to or become the property of any Governmental Body, then such Merger Consideration will, to the extent

permitted by applicable Legal Requirements, become the property of Parent, free and clear of any claim or interest of any Person previously

entitled thereto. None of Parent, the Surviving Company or the Exchange Agent will be liable to any holder or former holder of Company

Common Stock or to any other Person with respect to any Merger Consideration (or dividends or distributions with respect to shares of

Parent Common Stock included in the Merger Consideration) delivered to any public official pursuant to any applicable abandoned property

law, escheat law or similar Legal Requirement.

(g) Notwithstanding

anything to the contrary contained in this Agreement, each of the Exchange Agent, Parent, the Surviving Company and their respective Affiliates

and agents shall be entitled to deduct and withhold from any amount payable or otherwise deliverable to any Person pursuant to this Agreement

such amounts as are required to be deducted or withheld from such amount under the Code or any provision of state, local or foreign Legal

Requirements. To the extent such amounts are so deducted or withheld, such amounts will be treated for all purposes under this Agreement

as having been paid to the Person to whom such amounts would otherwise have been paid.

1.10 Dissenting Company

Stockholders.

(a) Notwithstanding

anything to the contrary contained in this Agreement, shares of Company Common Stock held by a holder who has made a proper demand for

appraisal of such shares of Company Common Stock in accordance with Section 262 of the DGCL and who has otherwise complied with all applicable

provisions of Section 262 of the DGCL (any such shares being referred to as “Dissenting Company Shares” until such

time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect

to such shares) shall not be converted into or represent the right to receive Merger Consideration in accordance with Section 1.6(a)(iv),

but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares.

(b) If any Dissenting

Company Shares lose their status as such (through failure to perfect or otherwise), then such Dissenting Company Shares will be deemed

automatically to have been converted into, as of the Closing, and to represent only, the right to receive Merger Consideration in accordance

with Section 1.6, without interest thereon, upon surrender of the Company Stock Certificate representing such shares or, if such

shares are Uncertificated Company Shares, upon compliance with the procedures established by the Exchange Agent for the transfer of such

Uncertificated Company Shares.

shall give Parent: (i) prompt notice of any demand for appraisal received by the Company prior to the Closing pursuant to the DGCL and

any withdrawal of any such demand; and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demand.

The Company shall not make any payment or settlement offer prior to the Closing with respect to any such demand unless Parent has given

its prior written consent to such payment or settlement offer.

Section 2. Representations

and Warranties of the Company

The Company represents and

warrants to Parent and the Merger Subs as follows (it being understood that the representations and warranties contained in this Section

2 are subject to: (a) the exceptions and disclosures set forth in the Company Disclosure Schedule (subject to Section 9.6);

and (b) the disclosures in any Company SEC Report filed with the SEC at least two Business Days before the date of this Agreement (but

(i) without giving effect to any amendment thereto filed with the SEC thereafter, (ii) excluding any disclosure contained under the heading

“Risk Factors” or any similar heading or caption (other than statements that are factual in nature contained therein), any

disclosure of risks included in any “forward-looking statements” disclaimer (other than statements that are factual in nature

contained therein) and any other statement or other disclosure that is predictive or forward-looking in nature, and (iii) excluding any

Company SEC Reports that are not publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”)

on the date that is two Business Days before the date of this Agreement)):

2.1 Subsidiaries; Due

Organization; Etc.

(a) Part 2.1(a)

of the Company Disclosure Schedule contains an accurate and complete list, as of the date of this Agreement, of the name and jurisdiction

of organization of each Subsidiary. Except as would not be material to the Company Entities, taken as a whole, neither the Company nor

any of the other Company Entities owns any capital stock of, or any equity interest of any nature in, any other Entity, other than a Company

Entity.

(b) Each of the

Company Entities is duly organized, validly existing and in good standing (in jurisdictions that recognize the concept of good standing)

under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner

in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned

and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to be in good standing

would not have a Material Adverse Effect on the Company. Each of the Company Entities is qualified to do business as a foreign entity

and is in good standing (in jurisdictions that recognize the concept of good standing), under the laws of all jurisdictions where the

nature of its business requires such qualification, except where the failure to be so duly qualified or in good standing would not have

a Material Adverse Effect on the Company.

2.2 Certificate of Incorporation

and Bylaws. The Company has Made Available to Parent accurate and complete copies of (i) the certificate of incorporation of the Company

and (ii) the amended and restated bylaws of the Company, each in effect as of the date of this Agreement, and the Company is not in violation

of any of the provisions thereof.

2.3 Capitalization,

Etc.

(a) Except as would

not have a Material Adverse Effect on the Company, all of the outstanding shares of Company Common Stock have been duly authorized and

validly issued, and are fully paid and nonassessable. As of July 1, 2026, (the “Capitalization Date”), the authorized

capital stock of the Company consists of: (i) 400,000,000 shares of Company Common Stock of which 243,686,070 shares have been issued

and are outstanding as of the Capitalization Date, and (ii) 5,000,000 shares, par value $0.01 per share, of preferred stock (the “Company

Preferred Stock”), of which 2,000,000 shares are designated as “Series A Preferred Stock” (the “Company

Series A Preferred Stock”), of which no shares are issued and outstanding as of the date of this Agreement. As of the Capitalization

Date, 26,873,204 shares of Company Common Stock are held in treasury.

(b) As of the Capitalization

Date: (i) 5,702 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company

Equity Plans; (ii) 4,082,088 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2024 Employee

Stock Purchase Plan (the “Company ESPP”); (iii) (A) 570,156 shares of Company Common Stock are subject to issuance

and/or delivery pursuant to Company RSUs and (B) up to a maximum of 6,124,823 shares of Company Common Stock (2,920,551 shares of Company

Common Stock assuming target performance) are subject to issuance and/or delivery pursuant to Company PSUs; (iv) no shares of Company

Restricted Stock are outstanding; (v) no shares of Company Common Stock are subject to stock appreciation rights, whether granted under

the Company Equity Plans or otherwise; and (vi) no Company Equity Awards are outstanding other than those granted under the Company Equity

Plans.

has Made Available to Parent the following information with respect to each Company Equity Award outstanding as of the date of this Agreement:

(1) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (2) the name or employee identification

number of the holder of such Company Equity Award; (3) the number of shares of Company Common Stock subject to such Company Equity Award

(including, for Company Equity Awards subject to performance-based vesting requirements, both the target and the maximum number of shares

of Company Common Stock); (4) the exercise price (if any) of such Company Equity Award; (5) the date on which such Company Equity Award

was granted; and (6) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and/or exercisable.

All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained

in the Company SEC Reports in accordance with GAAP, and no such grants involved any “back dating,” “forward dating”

or similar practices with respect to the effective date of grant (whether intentionally or otherwise).

(d) The Company

has Made Available to Parent accurate and complete copies of all equity-based plans or, if not granted under an equity plan, such other

Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock

awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are currently outstanding as of

the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and

restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units

or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise).

(e) As of the date

of this Agreement, except as set forth in Section 2.3(a) and Section 2.3(b), there is no: (i) outstanding equity-based compensation

award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock

or other equity interests of any of the Company Entities; (ii) outstanding security, instrument or obligation that is or may become convertible

into or exchangeable for any shares of the capital stock or other equity interests of any of the Company Entities; (iii) stockholder rights

plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company Entities is or may

become obligated to sell or otherwise issue any shares of its capital stock or any other equity interests; or (iv) condition or circumstance

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

or receive any shares of capital stock or other equity interests of any of the Company Entities.

(f) All outstanding

shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and

other equity interests of the Company Entities have been issued and granted in compliance with: (i) all applicable securities laws and

other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts, in each case, except as would not have

a Material Adverse Effect on the Company.

(g) Except as would

not have a Material Adverse Effect on the Company: (i) there are no shares of Company Common Stock held by any of the Company Entities;

(ii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging

or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock; and (iii)

all of the outstanding shares of capital stock of each Company Entity have been duly authorized and validly issued, are fully paid and

nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially

and of record by the Company, free and clear of any Encumbrances (other than Permitted Encumbrances). Except as set forth on Part 2.3(g)

of the Company Disclosure Schedule, none of the Company Significant Entities is under any obligation, or is bound by any Contract pursuant

to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other equity

interests of the Company or such Company Entity, except as would not be material to the Company Entities, taken as a whole.

2.4 SEC Filings; Financial

Statements.

(a) All statements,

reports, schedules, forms and other documents required to have been filed by the Company with the SEC since January 1, 2023 have been

so filed on a timely basis (such filings, and all amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form

S-4, the “Company SEC Reports”). None of the Company’s Subsidiaries is required to file any periodic reports

with the SEC pursuant to the Exchange Act. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to

the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Reports complied in all material respects with

the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act (as the case may be); and (ii) none of

the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For

purposes of this Agreement, the term “file” and variations thereof shall also mean furnished to the SEC, as the context

requires. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the

Company SEC Reports. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject

of any ongoing review by the SEC.

(b) The consolidated

financial statements (including any related notes and auditor reports) contained or incorporated by reference in the Company SEC Reports:

(i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared

in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such

financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited

financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material

in amount to the Company Entities, taken as a whole); and (iii) fairly present in all material respects the consolidated financial position

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

flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than

the Company Significant Entities are required by GAAP to be included in the consolidated financial statements of the Company.

Entities maintain a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed

in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation

of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance

with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences, in all material respects.

(d) Since January

1, 2023, to the Knowledge of the Company, the Company has not had: (i) any “significant deficiency” or “material weakness”

in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s

ability to record, process, summarize and report financial information (as defined in Rule 13a-15 or 15d-15, as applicable, of the Exchange

Act); or (ii) any fraud that involves management or any other employee who has (or has had) a significant role in the Company’s

internal control over financial reporting.

(e) The Company

maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures

are reasonably designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals

responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company is in material

compliance with the applicable listing and other rules and regulations of the New York Stock Exchange and, since January 1, 2023, has

not received any written notice from the New York Stock Exchange asserting any non-compliance with such rules and regulations.

(f) The Company

is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act applicable to it.

2.5 Absence of Changes.

Between December 31, 2025 and the date of this Agreement: (a) there has not been any Material Adverse Effect on the Company; and (b) none

of the Company Entities has taken any action, or authorized, approved, committed or agreed to take any action that, if taken during the

Pre-Closing Period, would require Parent’s consent under Section 4.2(b)(i), Section 4.2(b)(vi), Section 4.2(b)(vii)

Section 4.2(x) and Section 4.2(xx).

2.6 Real Property; Equipment;

Leasehold.

(a) Except as would

not have a Material Adverse Effect on the Company, the applicable Company Entity has good, valid and marketable title to all real property

owned by any of the Company Entities (together with all improvements and fixtures presently or hereafter located thereon or attached or

appurtenant thereto, the “Owned Real Property”) subject to no Encumbrances other than Permitted Encumbrances.

(b) Except as would

not have a Material Adverse Effect on the Company, the Company or the applicable Company Entity has a good, valid and subsisting leasehold,

subleasehold, license or occupancy interest in and to each real property leased, subleased, licensed or occupied by any of the Company

Entities, including all buildings, structures, fixtures and other improvements leased, subleased or licensed to the Company Entities (all

such real property, collectively, the “Leased Real Property” and such leases, subleases and other agreements, together

with all amendments, modifications and guaranties, if any, related thereto, are, collectively, the “Leases”). Except

as would not have a Material Adverse Effect on the Company, all of the Leases are valid and in full force and effect, and to the Knowledge

of the Company, there is no default or event which, with the passage of time, the giving of notice or both, would become a default by

any party under any Lease.

items of equipment and other tangible assets owned by or leased to the Company Entities (including the Owned Real Property and the Leased

Real Property) are adequate for the uses to which they are being put and are in satisfactory condition and are adequate for the conduct

of the businesses of the Company Entities in the manner in which such businesses are currently being conducted, except as would not have

a Material Adverse Effect on the Company.

2.7 Intellectual Property; Data Privacy.

(a) Except as would

not have a Material Adverse Effect on the Company, the Company Entities exclusively own all right, title and interest in and to the Company

IP, free and clear of any Encumbrances, except for Permitted Encumbrances.

(b) Except as would

not have a Material Adverse Effect on the Company, since January 1, 2023 (i) each of the Company Entities has taken commercially reasonable

steps to maintain the confidentiality of its trade secrets and other confidential information, and (ii) to the Knowledge of the Company,

there has been no unauthorized access, use, or disclosure of the foregoing.

not have a Material Adverse Effect on the Company, to the Knowledge of the Company, the Company Entities own or otherwise have sufficient

rights in all Intellectual Property Rights necessary to conduct the business of the Company Entities as currently conducted; provided,

however, that nothing in this Section 2.7(c) shall be deemed to constitute a representation or warranty as to infringement, misappropriation

or other violation of Intellectual Property or Intellectual Property Right.

(d) Except as would

not have a Material Adverse Effect on the Company, all Company IP that is Registered IP is subsisting, and to the Knowledge of the Company,

valid and enforceable (other than pending applications). Without limiting the generality of the foregoing, except as would not have a

Material Adverse Effect on the Company, no Legal Proceeding is as of the date of this Agreement or since January 1, 2023 through the date

of this Agreement has been pending or, to the Knowledge of the Company, threatened in writing, in which the ownership, scope, validity

or enforceability of any Company IP is being or has been contested or challenged. Except as would not have a Material Adverse Effect on

the Company, to the Knowledge of the Company, no Person is currently infringing, misappropriating or otherwise violating, any Company

IP.

(e) Except as would

not have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) since January 1, 2023, none of the Company

Entities has infringed, misappropriated or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person,

and (ii) none of the Company Products or the conduct of the business of any Company Entity infringes, violates or makes unlawful

use of any Intellectual Property Right of any other Person, and no Company Product contains any Intellectual Property misappropriated

from any other Person. Without limiting the generality of the foregoing, and except as set forth on Part 2.7(e) of the Company

Disclosure Schedule and except as would not have a Material Adverse Effect on the Company: (x) as of the date of this Agreement, no infringement,

misappropriation, violation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company, threatened in writing

against any of the Company Entities; and (y) since January 1, 2023 through the date of this Agreement, no Company Entity has received

any written notice relating to any actual, alleged or suspected infringement, misappropriation, violation or unlawful use by any Company

Product, or by any Company Entity, of any Intellectual Property or Intellectual Property Right of another Person.

(f) Except as would

not have a Material Adverse Effect on the Company, (i) the Company Entities’ Processing of Personal Data has in the last three years

complied, and complies with: (A) terms in Company Contracts related to data privacy; (B) applicable Information Privacy and Security Laws;

and (C) applicable written privacy policies and procedures adopted by the Company Entities; (ii) each Company Entity maintains commercially

reasonable measures designed to protect the confidentiality, integrity and security of its Personal Data and its IT Systems against any

unauthorized use, access, interruption, modification or corruption; (iii) each Company Entity has implemented and maintains an information

security program, and maintains incident response and notification procedures, including in the case of any breach of security compromising

Personal Data; (iv) to the Knowledge of the Company, no IT System contains any listening or recording device of which the user or customer

is not made aware, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,”

or “worm” (as such terms are commonly understood in the software industry), disabling codes or instructions or any other code

designed or intended to harm or otherwise impede the operation of such IT System; (v) since January 1, 2023, there has been no data security

breach of any IT System, or unauthorized acquisition, access, use or disclosure of any Personal Data, owned, transmitted, used, stored,

received or controlled by the Company Entities; and (vi) no Company Entity (A) to the Knowledge of the Company, is under investigation

by any Governmental Body for a violation of any Information Privacy and Security Law; or (B) has in the last three years received any

written notice or audit request from a Governmental Body relating to any such violation.

2.8 Material Contracts.

(a) Part 2.8(a)

of the Company Disclosure Schedule identifies, as of the date of this Agreement, each of the following Company Contracts:

(i) any

Contract that provides for indemnification of a director or officer of the Company and is material to the Company Entities, taken as a

whole;

(ii) any

Contract that is material to the Company Entities, taken as a whole: (A) involving a joint venture, strategic alliance, partnership or

sharing of profits or revenue or similar agreement; or (B) for any capital expenditure in excess of $5,000,000;

(iii) any

Contract relating to the acquisition, transfer, development (including joint development) or joint ownership of any Intellectual Property

or Intellectual Property Rights that is material to the Company Entities, taken as a whole, except for assignments of Intellectual Property

and Intellectual Property Rights to Company Entities from their employees or contractors;

(iv) any material Contract

relating to the license of any material Intellectual Property or Intellectual Property Rights, except for (A) commercially available “shrink

wrap” or similar licenses for unmodified “off-the-shelf” software or hosted or cloud-based services that are licensed

to a Company Entity on generally available, standard commercial terms, (B) Contracts entered into by a Company Entity in the ordinary

course of business, pursuant to which the Company Entity grants to its customers, vendors, distributors, suppliers or resellers a non-exclusive

license, (C) non-exclusive licenses that do not involve the payment or receipt of royalties or other amounts in excess of $5,000,000 annually,

(D) nondisclosure agreements that do not contain any licenses of Intellectual Property or Intellectual Property Rights other than limited

rights to use confidential information for the purposes stated therein and (E) licenses of Intellectual Property or Intellectual Property

Rights granted under a Contract to which the license is incidental.

(v) any

Contract entered into since January 1, 2023 involving the acquisition or disposition of any assets or business for consideration in excess

of $20,000,000 with outstanding obligations of the Company or any Company Entity that are material to the Company Entities, taken as a

whole;

(vi) any

Contract that restricts the ability to compete in any line of business, with any Person or in any geographic area and, in each case, that

is material to the Company Entities, taken as a whole;

(vii) any

Contract that: (A) grants exclusive rights to license, market, sell or deliver any product or service of any Company Entity; (B) contains

any “most favored nation” or similar provision in favor of the counterparty; (C) contains a right of first refusal, first

offer or first negotiation or any similar right with respect to an asset owned by a Company Entity; or (D) provides for a “sole

source” or similar relationship or contains any provision that requires the purchase of all or a material portion of the Company’s

or any of a Company Entity’s requirements from any third party, and, in the case of each of the foregoing clauses (A) through (D),

is material to the Company Entities, taken as a whole;

(viii) any

mortgage, indenture, guarantee, loan, credit agreement, security agreement or other Contract that is material to the Company Entities,

taken as a whole, relating to the borrowing of money or extension of credit, in each case, in excess of $10,000,000, other than: (A) accounts

receivable and accounts payable; and (B) loans to or guarantees of obligations of direct or indirect wholly owned Subsidiaries of the

Company, in each case, arising or provided in the ordinary course of business consistent with past practice;

(ix) any

Contract that is material to the Company Entities, taken as a whole: (A) that creates any obligation under any interest rate, currency

or commodity derivative or hedging transaction; or (B) pursuant to which any Company Entity creates or grants a material Encumbrance on

any of its material properties or other assets (other than any Permitted Encumbrance);

(x) any

Contract that is material to the Company Entities, taken as a whole, providing for outsourcing, contract manufacturing, testing, assembly

or fabrication of any product, technology or service of any of the Company Entities, excluding purchase orders and sales orders entered

into in the ordinary course of business;

(xi) any

Contract that is reasonably expected to result in payments to or from the Company and its Subsidiaries in excess of $5,000,000 during

the current fiscal year, other than Contracts, purchase orders and sales orders entered into with customers and suppliers for the purchase

or sale of goods or services in the ordinary course of business;

(xii) any

settlement, conciliation or similar Contract that (A) materially restricts or imposes any material obligation on any Company Entity or

materially disrupts the business of any of the Company Entities as currently conducted; or (B) that would require any of the Company Entities

to pay consideration valued at more than $1,000,000 in the aggregate after the date of this Agreement; and

(xiii) any

Company Contract that is material to the Company Entities, taken as a whole (other than a Contract evidencing any Company Equity Award

on the form or forms used by the Company in the ordinary course of business and Made Available to Parent): (A) relating to the acquisition,

issuance, voting, registration, sale or transfer of any equity interest in any Company Entity; (B) providing any Person with any preemptive

right, right of participation, right of maintenance or any similar right with respect to any equity interest in any Company Entity.

For purposes of this Agreement, Company Contracts

of the type required to be set forth in Part 2.8(a) of the Company Disclosure Schedule and each “material contract”

(as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) shall be deemed to constitute a “Material

Contract.”

(b) Except as would

not have a Material Adverse Effect on the Company: (i) each Company Contract that constitutes a Material Contract is valid and in full

force and effect, and is enforceable in accordance with its terms, subject to the Enforceability Exceptions; (ii) none of the Company

Entities, and, to the Knowledge of the Company, no other Person, has materially violated or breached, or committed any material default

under, any Company Contract; (iii) to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that

(with or without notice or lapse of time) could reasonably be expected to: (A) result in a material violation or breach of any of the

provisions of any Company Contract; (B) give any Person the right to declare a material default or exercise any remedy under any Company

Contract or Company Employee Plan; (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery

schedule under any Company Contract or Company Employee Plan; (D) give any Person the right to accelerate the maturity or performance

of any Company Contract that constitutes a Material Contract or Company Employee Plan; or (E) give any Person the right to cancel, terminate

or modify any Company Contract that constitutes a Material Contract or Company Employee Plan; and (iv) since July 1, 2025, none of the

Company Entities has received any written notice or, to the Knowledge of the Company, other communication regarding any actual or possible

violation or breach of, or default under, any Material Contract.

2.9 Liabilities.

None of the Company Entities has any Liability of any nature, whether accrued, absolute, contingent, matured or unmatured or otherwise,

in each case, that are required by GAAP to be reflected or reserved against in the consolidated balance sheet of the Company Entities

(or disclosed in the notes to such balance sheet), other than: (i) Liabilities identified as such in the “liability” column

of the Company Balance Sheet; (ii) normal and recurring current Liabilities that have been incurred by the Company Entities since the

date of the Company Balance Sheet in the ordinary course of business; (iii) Liabilities for performance of obligations of the Company

Entities under Company Contracts; and (iv) Liabilities that would not have a Material Adverse Effect on the Company.

2.10 Compliance with

Legal Requirements.

(a) Each of the

Company Entities is, and has at all times since January 1, 2023 been, in compliance with all applicable Legal Requirements except where

the failure to be in compliance would not have a Material Adverse Effect on the Company. Since January 1, 2023, none of the Company Entities

has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Body or other Person regarding

any actual or possible violation of, or failure to comply with, any Legal Requirement, except for such actual or possible violations or

failures to comply as would not have a Material Adverse Effect on the Company.

(b) Except as would

not have a Material Adverse Effect on the Company, since January 1, 2023, none of the Company Entities, and, to the Knowledge of the Company,

no director, officer, other employee, distributor, reseller, consultant, agent or other third party, in each case, acting on behalf of

any of the Company Entities, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other

unlawful expense relating to political activity; (ii) made, offered or authorized any unlawful payment to any foreign or domestic government

official or employee, to any employees or officials working for state-owned or controlled entities, to any individual employed by or working

on behalf of a public international organization or to any foreign or domestic political party or campaign or violated any provision of

any applicable anti-corruption or anti-bribery Legal Requirement, including the Foreign Corrupt Practices Act of 1977, as amended, and

the United Kingdom Bribery Act of 2010; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or

other similar unlawful payment. For purposes of this Section 2.10(b), an “unlawful payment” shall include any transfer

of funds or any other thing of value, such as a gift, transportation, accommodations, meals or entertainment, which transfer is contrary

to any Legal Requirement, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Each

of the Company Entities maintains internal controls and compliance programs reasonably designed to detect and prevent violations of anti-corruption

(including the FCPA and UKBA) and except as would not have a Material Adverse Effect on the Company, since January 1, 2023, none of the

Company Entities has been investigated, charged or prosecuted for any violation of any anti-corruption or Trade Control Law.

not have a Material Adverse Effect on the Company, since January 1, 2023, none of the Company Entities nor, to the Knowledge of the Company,

any of their respective directors, officers, employees or agents acting on behalf of any Company Entity: (i) is or has been a Restricted

Party; (ii) has violated or made a disclosure (voluntary or otherwise) regarding compliance with any Trade Control Laws or any other similar

Legal Requirement; (iii) engaged in any sales, exports, re-exports, transfers, provision or import, receipt or procurement of any services,

commodities, software or technology involving Sanctioned Countries or Restricted Parties; (iv) engaged in any investments, payments or

other financial or non-financial transactions involving Sanctioned Countries or Restricted Parties; (v) operated in or have a presence

in Sanctioned Countries; or (vi) had any contracts or agreements involving Sanctioned Countries or Restricted Parties, including distribution

agreements that include Sanctioned Countries in their authorized territories.

2.11 Tax Matters.

Except as would not have a Material Adverse Effect on the Company:

(a) Each Company

Entity has timely filed all Tax Returns required to be filed by it and all such Tax Returns are true, correct and complete in all respects.

Each Company Entity has timely paid all Taxes due and payable by it (whether or not shown as due on any Tax Return).

(b) No Company Entity

has agreed to any extension or waiver of the limitation period applicable to any Tax Return, or agreed to any extension of time with respect

to any Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired.

of this Agreement, (i) no Tax audit, claim or Legal Proceeding is pending or has been threatened in writing against or with respect to

any Company Entity in respect of any Tax; (ii) there are no Encumbrances for Taxes upon any of the assets of any of the Company Entities

except liens for current Taxes not yet due and payable or delinquent; (iii) no deficiency for any amount of Taxes has been proposed or

asserted in writing or assessed by any Governmental Body against any Company Entity that remains unpaid; and (iv) no written claim has

ever been made by any Governmental Body in a jurisdiction where a Company Entity does not file a Tax Return that it is or may be subject

to taxation in that jurisdiction.

(d) During the five-year

period ending on the date of this Agreement, no Company Entity has constituted either a “distributing corporation” or a “controlled

corporation” within the meaning of Section 355(a)(1)(A) of the Code in connection with a distribution of stock purported or intended

to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local or foreign Legal Requirements).

(e) No Company Entity

has any Liability for the Taxes of any Person (other than another Company Entity) under Treas. Reg. § 1.1502-6 (or any similar provision

of any state, local or foreign Legal Requirements, including any arrangement for group or consortium relief or similar arrangement) or

as a transferee or successor.

(f) No Company Entity

is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (except for

an agreement (i) solely between the Company Entities, (ii) that will terminate as of Closing or (iii) entered into in the ordinary course

of business and not primarily related to the allocation or sharing of Taxes).

(g) No Company Entity

has participated in, or is currently participating in, a “Listed Transaction” within the meaning of Treasury Regulation Section

1.6011-4(b)(2) or a similar transaction under similar provisions of state, local or foreign Legal Requirements.

(h) Except to the

extent specifically and adequately reserved for, in accordance with GAAP, on the Company Balance Sheet, no Company Entity will be required

to include any items of income in, or exclude any items of deduction from, taxable income for a taxable period ending after the Closing

as a result of: (i) any change in accounting method or use of an improper method of accounting as a result of transactions or events occurring,

or accounting methods employed, prior to the Closing; (ii) any “closing agreement” under Section 7121 of the Code (or any

similar provision of state, local or foreign Legal Requirements) executed prior to the Closing; (iii) any installment sale or open transaction

that occurred prior to the Closing; or (iv) any prepaid amount received outside the ordinary course of business prior to the Closing.

(i) No Company Entity has taken any action

and, to the Knowledge of the Company, there are no facts, agreements, plans or other circumstances that could reasonably be expected to

preclude the Mergers from qualifying for the Intended Tax Treatment.

2.12 Employee and Labor

Matters; Benefit Plans.

(a) The Company

has Made Available to Parent a list, dated as of the date of this Agreement (redacted to the extent required by applicable Legal Requirements),

of all current employees (identified by employee identification number), whether active or inactive, of each of the Company Entities,

and correctly reflects for each: (i) date of hire; (ii) job title or position; (iii) current annual base salary or hourly wages; (iv)

work location (city, state, country); (v) employing entity; (vi) classification as exempt or non-exempt under the Fair Labor Standards

Act or the applicable Legal Requirements of the jurisdiction where such employees are located; and (vii) status as full-time, part-time,

temporary or seasonal. Except as would not have a Material Adverse Effect on the Company, the employment of each employee of a Company

Entity who performs services for such Company Entity exclusively or primarily in the United States is terminable by such Company Entity

“at will”.

(b) Part 2.12(b)

of the Company Disclosure Schedule accurately sets forth each Company U.S. Collective Bargaining Agreement in effect as of the date of

this Agreement. None of the Company Entities is negotiating or currently required to negotiate the terms of, any Company U.S. Collective

Bargaining Agreement, and to the Knowledge of the Company, (i) there are no labor organizations, unions, works councils or similar entities

representing, purporting to represent or seeking to represent any current employee of any of the Company Entities in the United States

and (ii) as of the date of this Agreement, there are no organizing, election or other activities pending or threatened by or on behalf

of any union, works council, employee representative or other labor organization or group of employees with respect to any current employee

of any of the Company Entities in the United States. Except as would not have a Material Adverse Effect on the Company, (i) no labor union,

works council or other collective bargaining representative claims to or, to the Knowledge of the Company, is seeking to represent any

current Company Associate in the United States and (ii) there is no union, works council, employee representative or other labor organization

in the United States, which, pursuant to any applicable Legal Requirement, must provide consent for or otherwise formally approve of the

Contemplated Transactions. Since January 1, 2023, none of the Company Entities has engaged in any unfair labor practice, except as would

not have a Material Adverse Effect on the Company. Except as would not have a Material Adverse Effect on the Company, there are no slowdowns,

strikes, pickets, boycotts, group work stoppages, labor disputes, industrial disputes, controversies, labor interruptions, attempts to

organize or union organizing activity, or any similar activity or material dispute in progress, pending or, to the Knowledge of the Company,

threatened against or affecting any of the Company Entities or any of their current Company Associates, in each case, in effect as of

the date of this Agreement.

not have a Material Adverse Effect on the Company, (i) each Company Associate that renders or has rendered services to any of the Company

Entities that is or was classified as a Company Contract Worker or other non-employee status or as an exempt or non-exempt employee, is

properly characterized as such for all purposes and (ii) none of the Company Entities has any Liability for any misclassification of any

Company Associate as an independent contractor or any non-exempt employee.

(d) Except as would

not have a Material Adverse Effect on the Company:

(i) to the Knowledge of the

Company, each current employee of the Company Entities is legally authorized to work in all locations where he or she performs services

for the applicable employer.

(ii) each

Company Entity is, and since January 1, 2023 each of the Company Entities has been, in compliance with all Employment Laws.

(iii) since

January 1, 2023, no Company Entity has effectuated a plant closing, termination, relocation, mass layoff, furlough, separation from position,

reduction, or other termination of any current or former employee of any Company Entity that, in each case, has imposed or would impose

any obligation or other Liability upon any Company Entity under WARN or would otherwise require any Company Entity to notify or consult

with, prior to or after the First Merger Effective Time, any Governmental Body or other Person with respect to the impact of the Contemplated

Transactions.

(iv) to

the Knowledge of the Company, each employee who requires permission and/or authorization to work in the jurisdiction in which they carry

out their employment had at the time of hire current and appropriate permission and/or authorization to work in that jurisdiction.

(v) as

of the date of this Agreement, there are no claims, charges, complaints or Legal Proceedings related to any Company Associate that are

pending or, to the Knowledge of the Company, threatened against any Company Entity by or before any Governmental Body or arbitrator relating

to any Employment Law.

(e) Part 2.12(e)

of the Company Disclosure Schedule contains an accurate and complete list, as of the date of this Agreement, of each material Company

Employee Plan and separately identifies each material Foreign Company Plan. The Company has Made Available to Parent with respect to each

material Company Employee Plan that is not a Foreign Company Plan, in each case, to the extent applicable: (i) accurate and complete copies

of all documents setting forth the terms of each such material Company Employee Plan, including plan documents and all material amendments

thereto (or a written description of such material Company Employee Plan if such plan is not set forth in a written document); (ii) the

most recently filed annual report (Form 5500 Series and all schedules and financial statements attached thereto), if any, required under

ERISA or the Code; (iii) the trust agreement, insurance Contract or other funding instrument, if any; and (iv) the most recent funding

statement or actuarial valuation report.

(f) Except as would

not have a Material Adverse Effect on the Company, (i) each Company Employee Plan has been established, maintained and operated in accordance

with its terms and in compliance with all applicable Legal Requirements, including ERISA and the Code, (ii) any Company Employee Plan

intended to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has

obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and, to the Knowledge

of the Company, no event has occurred since the date of the most recent determination that would reasonably be expected to adversely affect

such qualification, (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and

407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan, (iv) as of

the date of this Agreement, there is no audit, inquiry or Legal Proceeding pending or, to the Knowledge of the Company, threatened or

reasonably anticipated by the IRS, DOL or any other Governmental Body with respect to any Company Employee Plan, and (v) each Foreign

Company Plan (A) intended to qualify for special tax treatment satisfies the requirements for such treatment and (B) that is required

to be registered or approved by any Governmental Body under applicable Legal Requirements has been so registered or approved.

(g) Except as set

forth in the Company SEC Reports, none of the Company Entities, and none of their respective ERISA Affiliates, has in the last three years,

maintained, established, sponsored, participated in, or contributed to, or been obligated to contribute to or has any material Liability

in respect of, any: (i) Company Employee Plan subject to Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan”

within the meaning of Section 3(37) of ERISA; or (iii) plan described in Section 413 of the Code. Except as set forth in the Company SEC

Reports, each Foreign Company Plan that is intended to be funded or book reserved is so funded or book-reserved, as appropriate, based

upon reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such

Foreign Company Plan, except as would not have a Material Adverse Effect on the Company.

(h) No Company Employee

Plan provides for post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or

retiree employee welfare benefits to any Person for any reason, except, in each case, (i) as set forth in the Company SEC Reports, (ii)

any Company Employee Plan that provides for the employer payment or subsidy of COBRA premiums, (iii) as may be required by COBRA or other

applicable Legal Requirements at no cost to the Company, any of the Company Entities or any Affiliate of any of the Company Entities or

(iv) as would not have a Material Adverse Effect on the Company.

(i) Except as expressly

required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions

will (either alone or in combination with another event, whether contingent or otherwise): (i) result in any payment (whether of bonus,

change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase

in benefits or obligation to fund benefits with respect to any Company Associate; or (ii) create any limitation or restriction on the

right of any Company Entity to merge, amend or terminate any Company Employee Plan. Without limiting the generality of the foregoing,

no amount payable to any Company Associate as a result of the execution and delivery of this Agreement or the consummation of any of the

Contemplated Transactions (either alone or in combination with any other event) would be an “excess parachute payment” within

the meaning of Section 280G or a payment that would be nondeductible under Section 280G of the Code. None of the Company Entities has

any obligation to compensate any Company Associate for any Taxes incurred by such Company Associate under Section 4999 of the Code.

(j) None of the

Company Entities has any obligation to gross-up or otherwise reimburse any Company Associate for any tax incurred by such person pursuant

to Section 409A.

2.13 Environmental Matters.

Except as would not have a Material Adverse Effect on the Company:

(a) each of the

Company Entities is, and since January 1, 2023 has been in compliance with, and is not subject to any Liability under, all applicable

Environmental Laws, including timely applying for, possessing, maintaining, and complying with the terms and conditions of all Governmental

Authorizations required under applicable Environmental Laws; and

(b) since January

1, 2023, or earlier for matters that remain unresolved, none of the Company Entities has received any information request from a Governmental

Body or any written notice, claim, complaint, demand or, to the Knowledge of the Company, other communication from any Person that alleges

that any of the Company Entities is not in compliance with, or has any Liability under, any Environmental Law or with respect to Hazardous

Materials.

2.14 Insurance.

Except as would not have a Material Adverse Effect on the Company: (a) the Company Entities maintain insurance policies in such amounts

and against such risks of a character as are customary for the industries in which they operate; (b) such insurance policies are in full

force and effect, (c) all premiums due thereon have been paid, and (d) none of the Company Entities has received written notice of cancellation,

termination or material default with respect to any such policy.

2.15 Legal Proceedings;

Orders.

(a) Except as would

not have a Material Adverse Effect on the Company: (i) there is no pending Legal Proceeding and, to the Knowledge of the Company, no Person

has threatened to commence any Legal Proceeding: (A) that involves any of the Company Entities or any of the assets owned or used by any

of the Company Entities; or (B) that challenges, or that may have the effect of preventing, materially delaying or making illegal, the

Mergers or any of the other Contemplated Transactions; and (ii) to the Knowledge of the Company, no event has occurred, and no claim,

dispute or other condition or circumstance exists, that could reasonably be expected to give rise to or serve as a basis for the commencement

of any such Legal Proceeding.

(b) Except as would

not have a Material Adverse Effect on the Company, (i) there is no Order to which any of the Company Entities, or any of the assets owned

or used by any of the Company Entities, is subject and (ii) to the Knowledge of the Company, no named executive officer of the Company

is subject to any Order that prohibits such officer from engaging in or continuing any conduct, activity or practice relating to the business

of any of the Company Entities.

2.16 Authority; Binding

Nature of Agreement. The Company has the necessary corporate power and authority to enter into and to perform its obligations under

this Agreement and to consummate the Contemplated Transactions, subject, in the case of the consummation of the Mergers, only to the adoption

of this Agreement by the Required Company Stockholder Vote. The Company’s board of directors (at a meeting duly called and held)

has: (a) unanimously determined that the Mergers are advisable and fair to, and in the best interests of, the Company and its stockholders;

(b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company and unanimously approved

the Mergers; (c) unanimously recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this

Agreement be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (d) to the extent

necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal

Requirement that might otherwise apply to the Mergers or any of the other Contemplated Transactions. This Agreement has been duly executed

and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in

accordance with its terms, subject to the Enforceability Exceptions.

2.17 Takeover Statutes;

No Rights Plan. The Company’s board of directors has taken all actions necessary to ensure that the restrictions applicable

to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance

of this Agreement and the Voting and Support Agreement to the consummation of the Mergers and the other Contemplated Transactions. There

are no other “fair price,” “moratorium,” “control share acquisition,” “business combination”

or other similar anti-takeover statutes or regulations (each, a “Takeover Statute”) applicable to, or purporting to

be applicable to, this Agreement, the Voting and Support Agreement, any Company Entity, the Mergers or any of the other Contemplated Transactions,

including any Takeover Statute that would limit or restrict Parent or any of its Affiliates from exercising its ownership of shares of

Company Common Stock acquired in the Mergers. As of the date of this Agreement, the Company has no stockholder rights plan, “poison

pill” or similar agreement or arrangement designed to have the effect of delaying, deferring or discouraging any Person from acquiring

control of the Company.

2.18 Vote Required.

The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company

Stockholders’ Meeting (the “Required Company Stockholder Vote”) is the only vote of the holders of any class

or series of the Company’s capital stock necessary to adopt this Agreement and approve the Mergers.

2.19 Non-Contravention;

Consents. Neither the execution, delivery or performance of this Agreement nor the consummation of the Mergers or any of the other

Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a) contravene,

conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation or bylaws of the Company or (ii)

any resolution adopted by the stockholders of the Company, the Company Board of Directors or any committee of the Company Board of Directors;

(b) except

as would not have a Material Adverse Effect on the Company, contravene, conflict with or result in a violation of, or give any Governmental

Body or other Person the right to challenge the Mergers or any of the other Contemplated Transactions or to exercise any remedy or obtain

any relief under, any Legal Requirement or any Order to which any of the Company Entities, or any of the assets owned or used by any of

the Company Entities, is subject;

as would not have a Material Adverse Effect on the Company, contravene, conflict with or result in a violation of any of the terms or

requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization

that is held by any of the Company Entities or that otherwise relates to the business of any of the Company Entities or to any of the

assets owned or used by any of the Company Entities;

(d) except

as would not have a Material Adverse Effect on the Company, contravene, conflict with or result in a violation or breach of, or result

in a default under, any provision of any Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy

under any Material Contract; (ii) receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract;

(iii) accelerate the maturity or performance of any Material Contract; or (iv) cancel, terminate or modify any right, benefit, obligation

or other term of any Material Contract; or

(e) except

as would not have a Material Adverse Effect on the Company, result in the imposition or creation of any Encumbrance upon or with respect

to any asset owned or used by any of the Company Entities (except for minor liens that do not, individually or in the aggregate, adversely

affect the value or use of such asset for its current and anticipated purposes in any material respect).

Except as may be required by the Securities Act,

the Exchange Act, the DGCL, the HSR Act, any other Regulatory Approval and the New York Stock Exchange rules and listing standards, none

of the Company Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any

Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Mergers or any of

the other Contemplated Transactions, except as would not have a Material Adverse Effect on the Company.

2.20 Fairness Opinion.

The Company’s board of directors has received the oral opinion (to be confirmed in writing) of BofA Securities, Inc., financial

advisor to the Company, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications,

limitations and other matters set forth in its written opinion, the consideration to be received by the holders of Company Common Stock,

other than those shares of Company Common Stock described in Section 1.6(a)(ii) and Section 1.6(a)(iii), in the Mergers

is fair, from a financial point of view, to such holders. The Company shall, promptly following the execution of this Agreement, furnish

an accurate, complete and confidential copy of such written opinion to Parent solely for informational purposes.

2.21 Broker’s

Fees. Except for BofA Securities, Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other

fee or commission in connection with the Mergers or any of the other Contemplated Transactions based upon arrangements made by or on behalf

of any of the Company Entities. The aggregate amount of, or the means to calculate, as of the Closing, such fees and expenses has been

disclosed to Parent.

2.22 Related Person

Transactions. Except for any indemnification, compensation or other employment arrangements entered into in the ordinary course of

business, there are no Contracts, transactions, arrangements or understandings between any Company Entity, on the one hand, and any Affiliate

(including any director or officer) thereof (but not including any wholly owned Subsidiary of the Company), on the other hand, that would

be required to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act in the Company’s Form 10-K or proxy statement

pertaining to an annual meeting of stockholders.

2.23 Disclosure.

None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form

S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective

under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None

of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Joint

Proxy Statement/Prospectus will, at the time the Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company or the

stockholders of Parent or at the time of the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, contain any

untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the

statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus

will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the

SEC thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference

therein based on information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

2.24 No Other Representations

and Warranties.

(a) EXCEPT FOR THE

REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2 (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULE), THE COMPANY MAKES

NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. IN CONNECTION

WITH PARENT’S INVESTIGATION OF THE COMPANY, PARENT HAS RECEIVED FROM OR ON BEHALF OF THE COMPANY CERTAIN PROJECTIONS. THE COMPANY

MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE

REASONABLENESS OF THE ASSUMPTIONS UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS).

(b) Notwithstanding

anything to the contrary in this Agreement, the Company acknowledges and agrees that: (i) except for the representations and warranties

of Parent expressly set forth in Section 3, (x) neither Parent nor any of the Merger Subs makes, or has made, any representation

or warranty (including regarding the accuracy or completeness of any information, including any information provided to the Company Entities

or their Representatives) and (y) the Company is not relying on, and has not relied on, any representation or warranty made, or information

provided, by or on behalf of Parent or Merger Subs, in each case, regarding Parent, the Merger Subs, its or their business, this Agreement,

the Mergers, any information provided to the Company Entities in connection with this Agreement or the Mergers, or any other related matter;

(ii) except for the representations and warranties of Parent and the Merger Subs expressly set forth in Section 3, the Company

disclaims any other representations or warranties; and (iii) the Company has made its own independent investigation, review and analysis

regarding Parent, the Merger Subs and the Mergers, which investigation, review and analysis were conducted by the Company together with

expert advisors, including legal counsel, that they have engaged for such purpose. None of Parent, Merger Subs or any other Person will

have or be subject to any liability to the Company or any other Person resulting from the distribution to the Company Entities, or the

Company Entities’ use of, any such information, including any information, documents, projections, forecasts or other material made

available to the Company Entities in certain “data rooms,” “virtual data rooms,” management presentations or in

any other form in expectation of, or in connection with, the Mergers.

Section 3. Representations

and Warranties of Parent and Merger Subs

Each of Parent and Merger

Subs represents and warrants to the Company as follows (it being understood that the representations and warranties contained in this

Section 3 are subject to: (a) the exceptions and disclosures set forth in the Parent Disclosure Schedule (subject to Section

9.6); and (b) the disclosures in any Parent SEC Report filed with the SEC at least two Business Days before the date of this Agreement

(but (i) without giving effect to any amendment thereto filed with the SEC thereafter, (ii) excluding any disclosure contained under the

heading “Risk Factors” or any similar heading or caption (other than statements that are factual in nature contained therein),

any disclosure of risks included in any “forward-looking statements” disclaimer (other than statements that are factual in

nature contained therein) and any other statement or other disclosure that is predictive or forward-looking in nature, and (iii) excluding

any Parent SEC Reports that are not publicly available on EDGAR on the date that is two Business Days before the date of this Agreement)):

3.1 Due Organization.

Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Merger

Sub One and Merger Sub Two is duly formed or organized (as applicable) and validly existing and in good standing under the laws of the

State of Delaware. Each of Parent, Merger Sub One and Merger Sub Two has the requisite corporate or limited liability power (as applicable)

and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Each

of Parent, Merger Sub One and Merger Sub Two is, to the extent required, duly qualified or licensed as a foreign corporation or limited

liability company (as applicable) to do business, and is in good standing, in each jurisdiction where the character of the properties

owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (to the extent such concept

is recognized in such jurisdiction), except where the failure to be so duly qualified or licensed and in good standing would not result

in a Material Adverse Effect on Parent.

3.2 Certificate of

Incorporation and Bylaws. Parent has Made Available to the Company accurate and complete copies of (i) the certificate of incorporation

of Parent and (ii) the amended and restated bylaws of Parent, each in effect as of the date of this Agreement, and Parent is not in violation

of any of the provisions thereof.

3.3 Capitalization,

Etc.

(a) Except as would

not have a Material Adverse Effect on Parent, all of the outstanding shares of Parent Common Stock have been duly authorized and validly

issued, and are fully paid and nonassessable. As of the Capitalization Date, the authorized capital stock of Parent consists of: (i)

500,000,000 shares of Parent Common Stock of which 158,842,224 shares have been issued and are outstanding as of the Capitalization Date;

and (ii) 10,000,000 shares, without par value, of preferred stock (the “Parent Preferred Stock”), of which no shares

are issued and outstanding as of the date of this Agreement.

(b) As of the Capitalization

Date: (i) 546,271 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Options; (ii) (A) 843,908 shares

of Parent Common Stock are subject to issuance and/or delivery pursuant to Parent RSUs and (B) up to a maximum of 286,360 shares of Parent

Common Stock (143,180 assuming target performance) are subject to issuance and/or delivery pursuant to Parent PSUs; (iii) no shares of

Parent Restricted Stock are outstanding; (iv) no shares of Parent Common Stock are subject to stock appreciation rights, whether granted

under the Parent Equity Plans or otherwise; (v) no Parent Equity Awards are outstanding other than those granted under the Parent Equity

Plans; and (vi) 9,393,256 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Equity Awards not yet granted

under the Parent Equity Plans.

Available to the Company accurate and complete copies of all equity-based plans or, if not granted under an equity plan, such other Contract,

pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards

(including all outstanding Parent Equity Awards, whether payable in equity, cash or otherwise) are currently outstanding as of the date

of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted

stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted

stock awards (including all outstanding Parent Equity Awards, whether payable in equity, cash or otherwise).

(d) As of the date

of this Agreement, except as set forth in Section 3.3(a) and Section 3.3(b), there is no: (i) outstanding equity-based compensation

award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock

or other equity interests of any of the Parent Entities; (ii) outstanding security, instrument or obligation that is or may become convertible

into or exchangeable for any shares of the capital stock or other equity interests of any of the Parent Entities; (iii) stockholder rights

plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Parent Entities is or may

become obligated to sell or otherwise issue any shares of its capital stock or any other equity interests; or (iv) condition or circumstance

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

or receive any shares of capital stock or other equity interests of any of the Parent Entities.

(e) All outstanding

shares of Parent Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and

other equity interests of Parent and the Parent Entities have been issued and granted in compliance with: (i) all applicable securities

laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts, in each case, except as would

not have a Material Adverse Effect on Parent.

(f) Except as would

not have a Material Adverse Effect on Parent: (i) there are no shares of Parent Common Stock held by any of the Parent Entities; (ii)

there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or

otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock; and (iii) all

of the outstanding shares of capital stock of each Significant Subsidiary of Parent have been duly authorized and validly issued, are

fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned

beneficially and of record by Parent, free and clear of any Encumbrances. Except as set forth on Part 3.3(f) of the Parent Disclosure

Schedule, none of the Parent Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated,

to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other equity interests of Parent or such Parent

Entity, except as would not be material to the Parent Entities, taken as a whole.

3.4 SEC Filings; Financial

Statements.

(a) All statements,

reports, schedules, forms and other documents required to have been filed by Parent with the SEC since October 31, 2025 have been so filed

on a timely basis (such filings, and all amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the

“Parent SEC Reports”). None of Parent’s Subsidiaries is required to file any periodic reports with the SEC pursuant

to the Exchange Act. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement,

then on the date of such filing): (i) each of the Parent SEC Reports complied in all material respects with the applicable requirements

of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act (as the case may be); and (ii) none of the Parent SEC Reports contained

any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes of this Agreement,

the term “file” and variations thereof shall also mean furnished to the SEC, as the context requires. As of the date

of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. As of

the date of this Agreement, to the Knowledge of Parent, none of the Parent SEC Reports is the subject of any ongoing review by the SEC.

(b) The consolidated

financial statements (including any related notes and auditor reports) contained or incorporated by reference in the Parent SEC Reports:

(i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared

in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such

financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited

financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material

in amount to the Parent Entities, taken as a whole); and (iii) fairly present in all material respects the consolidated financial position

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

of Parent and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Parent

Significant Entities are required by GAAP to be included in the consolidated financial statements of Parent.

maintain a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance

with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial

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

general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences, in all material respects.

(d) Since October

31, 2025, to the Knowledge of Parent, Parent has not had: (i) any “significant deficiency” or “material weakness”

in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect Parent’s

ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management

or any other employee who has (or has had) a significant role in Parent’s internal control over financial reporting.

(e) The Parent Entities

maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures

are reasonably designed to ensure that all material information concerning the Parent Entities is made known on a timely basis to the

individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. Parent is in

material compliance with the applicable listing and other rules and regulations of the New York Stock Exchange and, since the Spin-Off

Date, has not received any written notice from the New York Stock Exchange asserting any non-compliance with such rules and regulations.

(f) Parent is in

compliance in all material respects with the provisions of the Sarbanes-Oxley Act applicable to it.

3.5 Absence of Changes. Between October

31, 2025 and the date of this Agreement: (a) there has not been any Material Adverse Effect on Parent; and (b) none of the Parent Entities

has taken any action, or authorized, approved, committed or agreed to take any action that, if taken during the Pre-Closing Period, would

require the Company’s consent under Section 4.3(b)(i), Section 4.3(b)(vi), Section 4.3(b)(x) Section 4.3(b)(xvii)

and Section 4.3(b)(xviii).

3.6 Parent Real Property; Equipment; Leasehold.

(a) Except as would

not have a Material Adverse Effect on Parent, Parent or the applicable Parent Entity has good, valid and marketable title to all real

property owned by any of the Parent Entities (together with all improvements and fixtures presently or hereafter located thereon or attached

or appurtenant thereto, the “Parent Owned Real Property”) subject to no Encumbrances other than Permitted Encumbrances.

(b) Except as would

not have a Material Adverse Effect on Parent, Parent or the applicable Parent Entity has a good, valid and subsisting leasehold, subleasehold,

license or occupancy interest in and to each real property leased, subleased, licensed, or occupied by any of the Parent Entities, including

all buildings, structures, fixtures and other improvements leased, subleased or licensed to the Parent Entities (all such real property,

collectively, the “Parent Leased Real Property” and such leases, subleases, and other agreements, together with all

amendments, modifications, and guaranties, if any, related thereto, are, collectively, the “Parent Leases”). Except

as would not have a Material Adverse Effect on Parent, all of the Parent Leases are valid and in full force and effect, and to the Knowledge

of Parent, there is no default or event which, with the passage of time, the giving of notice or both, would become a default by any party

under any Parent Lease.

items of equipment and other tangible assets owned by or leased to the Parent Entities (including the Parent Owned Real Property and the

Parent Leased Real Property) are adequate for the uses to which they are being put and are in satisfactory condition and are adequate

for the conduct of the businesses of the Parent Entities in the manner in which such businesses are currently being conducted, except

as would not have a Material Adverse Effect on Parent.

3.7 Intellectual Property; Data Privacy

(a) Except as would

not have a Material Adverse Effect on Parent, the Parent Entities exclusively own all right, title and interest in and to the Parent IP,

free and clear of any Encumbrances, except for Permitted Encumbrances.

(b) Except as would

not have a Material Adverse Effect on Parent, since October 31, 2025 (i) each of the Parent Entities has taken commercially reasonable

steps to maintain the confidentiality of its trade secrets and other confidential information, and (ii) to the Knowledge of Parent, there

has been no unauthorized access, use, or disclosure of the foregoing.

not have a Material Adverse Effect on Parent, to the Knowledge of Parent, the Parent Entities own or otherwise have sufficient rights

in all Intellectual Property Rights necessary to conduct the business of the Parent Entities as currently conducted; provided, however,

that nothing in this Section 3.7(c) shall be deemed to constitute a representation or warranty as to infringement, misappropriation

or other violation of Intellectual Property or Intellectual Property Right.

(d) Except as would

not have a Material Adverse Effect on Parent, all Parent IP that is Registered IP is subsisting, and to the Knowledge of Parent, valid

and enforceable (other than pending applications). Without limiting the generality of the foregoing, except as would not have a Material

Adverse Effect on Parent: no Legal Proceeding is as of the date of this Agreement or since October 31, 2025 through the date of this Agreement

has been pending or, to the Knowledge of Parent, threatened in writing, in which the ownership, scope, validity or enforceability of any

Parent IP is being or has been contested or challenged. Except as would not have a Material Adverse Effect on Parent, to the Knowledge

of Parent, no Person is currently infringing, misappropriating or otherwise violating, any Parent IP.

(e) Except as would

not have a Material Adverse Effect on Parent, to the Knowledge of Parent, (i) since October 31, 2025, none of the Parent Entities

has infringed, misappropriated or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person, and

(ii) none of the Parent Products or the conduct of the business of any of the Parent Entities infringes, violates or makes unlawful

use of any Intellectual Property Right of any other Person, and no Parent Product contains any Intellectual Property misappropriated from

any other Person. Without limiting the generality of the foregoing, and except as set forth on Part 3.7(e) of the Parent Disclosure

Schedule and except as would not have a Material Adverse Effect on Parent, (x) as of the date of this Agreement, no infringement, misappropriation,

violation or similar claim or Legal Proceeding is pending or, to the Knowledge of Parent, threatened in writing against any of the Parent

Entities; and (y) since October 31, 2025 through the date of this Agreement, none of the Parent Entities has received any written notice

relating to any actual, alleged or suspected infringement, misappropriation, violation or unlawful use by any Parent Product, or by any

of the Parent Entities, of any Intellectual Property or Intellectual Property Right of another Person.

(f) Except as would

not have a Material Adverse Effect on Parent, (i) the Parent Entities’ Processing of Personal Data has in the last three years complied,

and complies with: (A) terms in Parent Contracts related to data privacy; (B) applicable Information Privacy and Security Laws; and (C)

applicable written privacy policies and procedures adopted by the Parent Entities; (ii) each Parent Entity maintains commercially reasonable

measures designed to protect the confidentiality, integrity and security of its Personal Data and its IT Systems against any unauthorized

use, access, interruption, modification or corruption; (iii) each Parent Entity has implemented and maintains an information security

program, and maintains incident response and notification procedures, including in the case of any breach of security compromising Personal

Data; (iv) to the Knowledge of Parent, no IT System contains any listening or recording device of which the user or customer is not made

aware, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,”

or “worm” (as such terms are commonly understood in the software industry), disabling codes or instructions or any other code

designed or intended to harm or otherwise impede the operation of such IT System; (v) since October 31, 2025, there has been no data security

breach of any IT System, or unauthorized acquisition, access, use or disclosure of any Personal Data, owned, transmitted, used, stored,

received or controlled by the Parent Entities; and (vi) no Parent Entity (A) to the Knowledge of Parent, is under investigation by any

Governmental Body for a violation of any Information Privacy and Security Law; or (B) has in the last three years received any written

notice or audit request from a Governmental Body relating to any such violation.

3.8 Material Contracts.

(a) Part 3.8(a)

of the Parent Disclosure Schedule identifies, as of the date of this Agreement, each of the following Parent Contracts:

(i) any

Contract that provides for indemnification of a director or officer of Parent and is material to the Parent Entities, taken as a whole;

(ii) any

Contract that is material to the Parent Entities, taken as a whole: (A) involving a joint venture, strategic alliance, partnership or

sharing of profits or revenue or similar agreement; or (B) for any capital expenditure in excess of $5,000,000;

(iii) any

Contract relating to the acquisition, transfer, development (including joint development) or joint ownership of any Intellectual Property

or Intellectual Property Rights that is material to the Parent Entities, taken as a whole, except for assignments of Intellectual Property

and Intellectual Property Rights to Parent Entities from their employees or contractors;

(iv) any

material Contract relating to the license of any material Intellectual Property or Intellectual Property Rights, except for (A) commercially

available “shrink wrap” or similar licenses for unmodified “off-the-shelf” software or hosted or cloud-based services

that are licensed to a Parent Entity on generally available, standard commercial terms, (B) Contracts entered into by a Parent Entity

in the ordinary course of business, pursuant to which the Parent Entity grants to its customers, vendors, distributors, suppliers or resellers

a non-exclusive license, (C) non-exclusive licenses that do not involve the payment or receipt of royalties or other amounts in excess

of $5,000,000 annually, (D) nondisclosure agreements that do not contain any licenses of Intellectual Property or Intellectual Property

Rights other than limited rights to use confidential information for the purposes stated therein and (E) licenses of Intellectual Property

or Intellectual Property Rights granted under a Contract to which the license is incidental.

(v) any

Contract entered into since October 31, 2025 involving the acquisition or disposition of any assets or business for consideration in excess

of $20,000,000 with outstanding obligations of Parent or any Parent Entity that are material to the Parent Entities, taken as a whole;

(vi) any

Contract that restricts the ability of the Parent Entities to compete in any line of business, with any Person or in any geographic area

and, in each case, that is material to the Parent Entities, taken as a whole;

(vii) any

Contract that: (A) grants exclusive rights to license, market, sell or deliver any product or service of any Parent Entity; (B) contains

any “most favored nation” or similar provision in favor of the counterparty; (C) contains a right of first refusal, first

offer or first negotiation or any similar right with respect to an asset owned by a Parent Entity; or (D) provides for a “sole source”

or similar relationship or contains any provision that requires the purchase of all or a material portion of Parent’s or any of

a Parent Entity’s requirements from any third party, and, in the case of each of the foregoing clauses (A) through (D), is material

to the Parent Entities, taken as a whole;

(viii) any

mortgage, indenture, guarantee, loan, credit agreement, security agreement or other Contract that is material to the Parent Entities,

taken as a whole, relating to the borrowing of money or extension of credit, in each case, in excess of $10,000,000, other than: (A) accounts

receivable and accounts payable; and (B) loans to or guarantees of obligations of direct or indirect wholly owned Subsidiaries of Parent,

in each case, arising or provided in the ordinary course of business consistent with past practice;

(ix) any

Contract that is material to the Parent Entities, taken as a whole: (A) that creates any obligation under any interest rate, currency

or commodity derivative or hedging transaction; or (B) pursuant to which any Parent Entity creates or grants a material Encumbrance on

any of its material properties or other assets (other than any Permitted Encumbrance);

(x) any

Contract that is material to the Parent Entities, taken as a whole, providing for outsourcing, contract manufacturing, testing, assembly

or fabrication of any product, technology or service of any of the Parent Entities, excluding purchase orders and sales orders entered

into in the ordinary course of business;

(xi) any

Contract that is reasonably expected to result in payments to or from the Parent and its Subsidiaries in excess of $5,000,000 during the

current fiscal year, other than Contracts, purchase orders and sales orders entered into with customers and suppliers for the purchase

or sale of goods or services in the ordinary course of business;

(xii) any

settlement, conciliation or similar Contract that (A) materially restricts or imposes any material obligation on any Parent Entity or

materially disrupts the business of any of the Parent Entities as currently conducted; or (B) that would require any of the Parent Entities

to pay consideration valued at more than $1,000,000 in the aggregate after the date of this Agreement; or

(xiii) any

Parent Contract that is material to the Parent Entities, taken as a whole (other than a Contract evidencing any Parent Equity Award on

the form or forms used by Parent in the ordinary course of business and Made Available to the Company): (A) relating to the acquisition,

issuance, voting, registration, sale or transfer of any equity interest in any Parent Entity; (B) providing any Person with any preemptive

right, right of participation, right of maintenance or any similar right with respect to any equity interest in any Parent Entity;

For purposes of this Agreement, Parent Contracts

of the type required to be set forth in Part 3.8(a) of the Parent Disclosure Schedule and each “material contract”

(as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) shall be deemed to constitute a “Parent

Material Contract.”

(b) Except as would

not have a Material Adverse Effect on Parent: (i) each Parent Contract that constitutes a Parent Material Contract is valid and in full

force and effect, and is enforceable in accordance with its terms, subject to the Enforceability Exceptions; (ii) none of the Parent Entities,

and, to the Knowledge of Parent, no other Person, has materially violated or breached, or committed any material default under, any Parent

Contract; (iii) to the Knowledge of Parent, no event has occurred, and no circumstance or condition exists, that (with or without notice

or lapse of time) could reasonably be expected to: (A) result in a material violation or breach of any of the provisions of any Parent

Contract; (B) give any Person the right to declare a material default or exercise any remedy under any Parent Contract; (C) give any Person

the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Parent Contract; (D) give any Person

the right to accelerate the maturity or performance of any Parent Contract that constitutes a Parent Material Contract; or (E) give any

Person the right to cancel, terminate or modify any Parent Contract that constitutes a Parent Material Contract; and (iv) since October

31, 2025, none of the Parent Entities has received any written notice or, to the Knowledge of Parent, other communication regarding any

actual or possible violation or breach of, or default under, any Parent Material Contract.

3.9 Liabilities.

None of the Parent Entities has any Liability of any nature, whether accrued, absolute, contingent, matured or unmatured or otherwise,

in each case, that are required by GAAP to be reflected or reserved against in the consolidated balance sheet of the Company Entities

(or disclosed in the notes to such balance sheet), other than (i) Liabilities identified as such in the “liability” column

of the Parent Balance Sheet; (ii) normal and recurring current Liabilities that have been incurred by the Parent Entities since the date

of the Parent Balance Sheet in the ordinary course of business; (iii) Liabilities for performance of obligations of the Parent Entities

under Parent Contracts; and (iv) Liabilities that would not have a Material Adverse Effect on the Parent

3.10 Compliance with

Legal Requirements.

(a) Each of the

Parent Entities is, and has at all times since October 31, 2025 been, in compliance with all applicable Legal Requirements except where

the failure to be in compliance would not have a Material Adverse Effect on Parent. Since October 31, 2025, none of the Parent Entities

has received any written notice or, to the Knowledge of Parent, other communication from any Governmental Body or other Person regarding

any actual or possible violation of, or failure to comply with, any Legal Requirement, except for such actual or possible violations or

failures to comply as would not have a Material Adverse Effect on Parent.

(b) Except as would

not have a Material Adverse Effect on Parent, since October 31, 2025, none of the Parent Entities, and, to the Knowledge of Parent, no

director, officer, other employee, distributor, reseller, consultant, agent or other third party, in each case, acting on behalf of any

of the Parent Entities, has directly or indirectly: (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful

expense relating to political activity; (ii) made, offered or authorized any unlawful payment to any foreign or domestic government official

or employee, to any employees or officials working for state-owned or controlled entities, to any individual employed by or working on

behalf of a public international organization or to any foreign or domestic political party or campaign or violated any provision of any

applicable anti-corruption or anti-bribery Legal Requirement, including the Foreign Corrupt Practices Act of 1977, as amended, and the

United Kingdom Bribery Act of 2010; or (iii) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other

similar unlawful payment. For purposes of this Section 3.10(b), an “unlawful payment” shall include any transfer of

funds or any other thing of value, such as a gift, transportation, accommodations, meals or entertainment, which transfer is contrary

to any Legal Requirement, including any payment to a third party all or part of the proceeds of which is used for a corrupt payment. Each

of the Parent Entities maintains internal controls and compliance programs reasonably designed to detect and prevent violations of anti-corruption

(including the FCPA and UKBA) and except as would not have a Material Adverse Effect on Parent, since October 31, 2025, none of the Parent

Entities has been investigated, charged or prosecuted for any violation of any anti-corruption or Trade Control Law.

not have a Material Adverse Effect on Parent, since October 31, 2025, none of the Parent Entities nor, to the Knowledge of Parent, any

of their respective directors, officers, employees or agents acting on behalf of any Parent Entity: (i) is or has been a Restricted Party;

(ii) has violated or made a disclosure (voluntary or otherwise) regarding compliance with any Trade Control Laws or any other similar

Legal Requirement; (iii) engaged in any sales, exports, re-exports, transfers, provision or import, receipt or procurement of any services,

commodities, software or technology involving Sanctioned Countries or Restricted Parties; (iv) engaged in any investments, payments or

other financial or non-financial transactions involving Sanctioned Countries or Restricted Parties; (v) operated in or have a presence

in Sanctioned Countries; or (vi) had any contracts or agreements involving Sanctioned Countries or Restricted Parties, including distribution

agreements that include Sanctioned Countries in their authorized territories.

3.11 Tax Matters. Except as

would not have a Material Adverse Effect on Parent:

(a) Each of the

Parent Entities has timely filed all Tax Returns required to be filed by it and all such Tax Returns are true, correct and complete in

all respects. Each of the Parent Entities has timely paid all Taxes due and payable by it (whether or not shown as due on any Tax Return).

(b) No Parent Entity

has agreed to any extension or waiver of the limitation period applicable to any Tax Return, or agreed to any extension of time with respect

to any Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired.

of this Agreement, (i) no Tax audit, claim or Legal Proceeding is pending or has been threatened in writing against or with respect to

any Parent Entity in respect of any Tax; (ii) there are no Encumbrances for Taxes upon any of the assets of any Parent Entity except liens

for current Taxes not yet due and payable or delinquent; (iii) no deficiency for any amount of Taxes has been proposed or asserted in

writing or assessed by any Governmental Body against any Parent Entity that remains unpaid; and (iv) no written claim has ever been made

by any Governmental Body in a jurisdiction where Parent or a Parent Entity does not file a Tax Return that it is or may be subject to

taxation in that jurisdiction.

(d) During the five-year

period ending on the date of this Agreement, no Parent Entity has distributed stock of another Person, or (except pursuant to the Distribution

(as such term is defined in the Tax Matters Agreement)) has had its stock distributed by another Person in a transaction that was purported

or intended to be governed in whole or in part by Section 355(a) of the Code.

(e) No Parent Entity

has any Liability for the Taxes of any Person (other than another Parent Entity) under Treas. Reg. § 1.1502-6 (or any similar provision

of any state, local or foreign Legal Requirements, including any arrangement for group or consortium relief or similar arrangement) or

as a transferee or successor.

(f) No Parent Entity

is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (except for

(i) the Tax Matters Agreement or (ii) an agreement (A) solely between Parent and/or any Parent Entity, (B) that will terminate as of Closing

or (C) entered into in the ordinary course of business and not primarily related to the allocation or sharing of Taxes).

(g) No Parent Entity

has participated in, or is currently participating in, a “Listed Transaction” within the meaning of Treasury Regulation Section

1.6011-4(b)(2) or a similar transaction under similar provisions of state, local or foreign Legal Requirements.

(h) Except to the

extent specifically reserved for, in accordance with GAAP, on the Parent Balance Sheet, no Parent Entity will be required to include any

items of income in, or exclude any items of deduction from, taxable income for a taxable period ending after the Closing as a result of:

(i) any change in accounting method or use of an improper method of accounting as a result of transactions or events occurring, or accounting

methods employed, prior to the Closing; (ii) any “closing agreement” under Section 7121 of the Code (or any similar provision

of state, local or foreign Legal Requirements) executed prior to the Closing; (iii) any installment sale or open transaction that occurred

prior to the Closing; or (iv) any prepaid amount received outside the ordinary course of business prior to the Closing.

(i) No Parent Entity

has taken any action and, to the Knowledge of Parent, there are no facts, agreements, plans or other circumstances that could reasonably

be expected to preclude the Mergers from qualifying for the Intended Tax Treatment.

(j) No Parent Entity

has taken or failed to take any action (and Parent is not aware of any other Person having taken or failed to take any action), which

action or failure to act is reasonably expected to cause the Parent Entities to be liable for Transaction Taxes. To the Knowledge of Parent,

the Tax Opinion (as defined in the Tax Matters Agreement) has not been revoked, modified or withdrawn, and Parent is not aware of the

existence of any fact that is reasonably expected to result in such revocation, modification or withdrawal. Each of the Parent Entities

is in compliance with its Tax Opinion Representations (as defined in the Tax Matters Agreement). There are not pending or threatened in

writing any material claims against any Parent Entity under the Tax Matters Agreement and Parent is not aware of the existence of any

facts or circumstances that are reasonably expected to give rise to such claims, except to the extent adequate reserves for the amount

of such claims are reflected in the financial statements of Parent included in Parent SEC Reports (adjusted solely for operations in the

ordinary course).

(k) Parent has delivered

to RemainCo the fully executed Unqualified Transaction Tax Opinion, dated as of the date hereof, with a true and complete copy thereof

to the Company. RemainCo and Parent have executed the RemainCo Consent, which is in full force and effect and is binding on the parties

thereto, in accordance with its terms. Parent has not received any written notice from RemainCo terminating, withdrawing or materially

modifying the RemainCo Consent, including without limitation on the basis that the Unqualified Transaction Tax Opinion is invalid (any

such notice, a “RemainCo Consent Withdrawal Notice”) and RemainCo has not initiated any Legal Proceeding seeking to

restrain, enjoin or prohibit the Mergers (a “RemainCo Action”).

3.12 Insurance.

Except as would not have a Material Adverse Effect on Parent: (a) the Parent Entities maintain insurance policies in such amounts and

against such risks of a character as are customary for the industries in which they operate; (b) such insurance policies are in full force

and effect, (c) all premiums due thereon have been paid, and (d) none of the Parent Entities has received written notice of cancellation,

termination or material default with respect to any such policy.

3.13 Legal Proceedings;

Orders.

(a) Except as would

not have a Material Adverse Effect on Parent: (i) there is no pending Legal Proceeding and, to the Knowledge of Parent, no Person has

threatened to commence any Legal Proceeding: (A) that involves any of the Parent Entities or any of the assets owned or used by any of

the Parent Entities; or (B) that challenges, or that may have the effect of preventing, materially delaying or making illegal, the Mergers

or any of the other Contemplated Transactions; and (ii) to the Knowledge of Parent, no event has occurred, and no claim, dispute or other

condition or circumstance exists, that could reasonably be expected to give rise to or serve as a basis for the commencement of any such

Legal Proceeding.

(b) Except as would

not have a Material Adverse Effect on Parent, (i) there is no Order to which any of the Parent Entities, or any of the assets owned or

used by any of the Parent Entities, is subject and (ii) to the Knowledge of Parent, no named executive officer of Parent is subject to

any Order that prohibits such officer from engaging in or continuing any conduct, activity or practice relating to the business of any

of the Parent Entities.

3.14 Authority; Binding

Nature of Agreement.

(a) Each of Parent,

Merger Sub One and Merger Sub Two has the necessary corporate power and authority to enter into and to perform its obligations under this

Agreement and to consummate the Contemplated Transactions, subject to the approval of the Parent Stock Issuance by the Required Parent

Stockholder Vote. The execution and delivery of this Agreement by Parent, Merger Sub One and Merger Sub Two and the consummation by Parent,

Merger Sub One and Merger Sub Two of the Contemplated Transactions have been duly authorized by all necessary corporate action on the

part of Parent, Merger Sub One and Merger Sub Two. This Agreement constitutes the legal, valid and binding obligation of Parent, Merger

Sub One and Merger Sub Two, enforceable against Parent, Merger Sub One and Merger Sub Two in accordance with its terms, subject to the

Enforceability Exceptions.

(b) The board of

directors of Parent has: (i) determined that the consideration payable pursuant to Section 1.6(a)(iv) constitutes fair value for

each share of Parent Common Stock in accordance with the DGCL; (ii) determined that the Merger Consideration constitutes fair value for

each share of Company Common Stock in accordance with the DGCL; (iii) approved the Mergers and this Agreement; and (iv) resolved, subject

to Section 5.3(f), to recommend approval of the Parent Stock Issuance to Parent’s stockholders.

3.15 Vote Required.

The Required Parent Stockholder Vote is the only vote of Parent’s stockholders that is necessary to approve the Parent Stock Issuance

and no other vote of Parent’s stockholders is required for Parent to adopt this Agreement and consummate the Mergers or the Contemplated

Transactions.

3.16 Non-Contravention;

Consents. Neither the execution, delivery or performance of this Agreement nor the consummation of the Mergers or any of the other

Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a) contravene,

conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational

documents of any of the Parent Entities or (ii) any resolution adopted by the stockholders or equityholders, the board of directors (or

similar governing body) or any committee of the board of directors (or similar governing body) of any of the Parent Entities;

(b) except

as would not have a Material Adverse Effect on Parent, contravene, conflict with or result in a violation of, or give any Governmental

Body or other Person the right to challenge the Mergers or any of the other Contemplated Transactions or to exercise any remedy or obtain

any relief under, any Legal Requirement or any Order to which any of the Parent Entities, or any of the assets owned or used by any of

the Parent Entities, is subject;

as would not have a Material Adverse Effect on Parent, contravene, conflict with or result in a violation of any of the terms or requirements

of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization

that is held by any of the Parent Entities or that otherwise relates to the business of any of the Parent Entities or to any of the assets

owned or used by any of the Parent Entities;

(d) except

as would not have a Material Adverse Effect on Parent, contravene, conflict with or result in a violation or breach of, or result in a

default under, any provision of any Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy

under any Parent Material Contract or Parent Employee Plan; (ii) receive or require a rebate, chargeback, penalty or change in delivery

schedule under any Parent Material Contract or Parent Employee Plan; (iii) accelerate the maturity or performance of any Parent Material

Contract or Parent Employee Plan; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of any Parent Material

Contract or Parent Employee Plan;

(e) except

as would not have a Material Adverse Effect on Parent, result in the imposition or creation of any Encumbrance upon or with respect to

any asset owned or used by any of the Parent Entities (except for minor liens that do not, individually or in the aggregate, adversely

affect the value or use of such asset for its current and anticipated purposes in any material respect).

Except as may be required by the Securities Act,

the Exchange Act, the DGCL, the HSR Act, any other Regulatory Approval and the New York Stock Exchange rules and listing standards, none

of the Parent Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person

in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Mergers or any of the other

Contemplated Transactions, except as would not have a Material Adverse Effect on Parent.

3.17 Stock Ownership.

As of the date of this Agreement, none of Parent, Merger Sub One or Merger Sub Two or any of their respective controlled Affiliates owns

any shares of Company Common Stock.

3.18 Capitalization

and Operations of the Merger Subs. All of the issued and outstanding shares of Merger Sub One and Merger Sub Two are, as of the date

of this Agreement, and immediately prior to the Closing will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent.

Merger Sub One and Merger Sub Two were formed solely for the purpose of engaging in the Contemplated Transactions, and neither Merger

Sub One nor Merger Sub Two has conducted any material business prior to the date of this Agreement or has material assets or material

obligations of any nature, other than those incident to its formation and those incurred pursuant to or in connection with this Agreement,

the Mergers and the other Contemplated Transactions.

3.19 Financing.

(a) Parent has delivered

to the Company true, complete and correct copies of the executed Debt Commitment Letter, pursuant to which the Financing Sources party

thereto have committed, subject solely to the terms thereof, to provide or cause to be provided the debt financing set forth therein for

the purposes of financing the Contemplated Transactions on the date on which the Closing is to occur pursuant to Section 1.3. Parent

has also delivered to the Company a copy of any fee letter related to the Debt Financing (redacted to mask only the fees payable therein

in respect of the Debt Financing, the rates and amounts included in the “market flex” provisions and other economic, financial,

dollar and ratio terms (including related dates), in each case, that do not adversely affect the availability, enforceability or termination

of the Debt Financing or to reduce the amount thereof to be less than the amount required to comply with the representation in Section

3.11(b)) relating to the Debt Commitment Letter (any such fee letter, a “Fee Letter”). Except as expressly set

forth in the Debt Commitment Letter, there are no conditions precedent or other contingencies (including any “market flex”

provisions applicable thereto) to the obligations of the parties thereto to fund the full amounts contemplated by the Debt Financing.

(b) Assuming the

Debt Financing is funded in accordance with the Debt Commitment Letter and the satisfaction or waiver of each of the conditions set forth

in Section 6, the aggregate net proceeds from the Debt Financing when funded in accordance with the Debt Commitment Letter, together with

all other sources of cash or other financing sources available to Parent, will be sufficient for the payment when due of the cash component

of the Merger Consideration, all costs and expenses of the Contemplated Transactions which become due or payable by Parent, the Surviving

Company or any Company Entity in connection with the Merger, and any repayment or refinancing of indebtedness contemplated by the Debt

Commitment Letter (collectively, the “Financing Uses”).

of this Agreement, the Debt Commitment Letter is in full force and effect and has not been withdrawn, terminated or rescinded or otherwise

amended, supplemented or modified in any respect and no such withdrawal, termination or rescission is currently contemplated by Parent

or, to the knowledge of Parent, the other parties thereto. The Debt Commitment Letter is a legal, valid and binding obligation of Parent

and, to the knowledge of Parent, the Financing Sources party thereto, enforceable against Parent and, to the knowledge of Parent, the

Financing Sources party thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date of this Agreement,

there are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Debt Financing,

other than as expressly set forth in the Debt Commitment Letter (including exhibits thereto) as in effect on the date hereof. As of the

date of this Agreement, no event has occurred or circumstance exists that, with or without notice, lapse of time or both, constitutes,

or could constitute, a breach, default or failure to satisfy a condition under the Debt Commitment Letter by or on the part of Parent

or, to Parent’s knowledge, any other party to the Debt Commitment Letter under the Debt Commitment Letter. As of the date of this

Agreement, there are no side letters or other agreements, contracts, arrangements or understandings of any kind (written or oral) directly

or indirectly related to the Debt Financing or the Debt Commitment Letter that contains a Prohibited Modification. Parent has fully paid

all commitment fees and other fees required to be paid on or prior to the date of this Agreement in connection with the Debt Financing.

As of the date of this Agreement, Parent is not, and has no reason to be, aware of any fact, event or other occurrence that makes any

of the representations or warranties in the Debt Commitment Letter inaccurate in any respect. As of the date of this Agreement, no Person

that is a party to the Debt Commitment Letter has notified Parent (or any of its Affiliates or Representatives) of its intention to terminate

any of its obligations under the Debt Commitment Letter or to not provide the Debt Financing. As of the date hereof, assuming the satisfaction

of the conditions set forth in Sections 6 and 7, no event has occurred that would result in a breach of or a default (or an event that,

with or without notice or lapse of time, or both, would be a breach or default) under the Debt Commitment Letter by the Parent or, to

the knowledge of the Parent, each other party thereto. As of the date hereof, assuming the satisfaction of the conditions set forth in

Section 6 and Section 7, the Parent has no reason to believe that the full amount under the Debt Commitment Letter will

not be available to Parent or Merger Subs on the Closing Date.

3.20 Solvency. Assuming

(a) the representations and warranties contained in Section 2 are accurate as of the date of this Agreement and will be accurate

as of the Closing Date as if made on and as of the Closing Date (in each case, disregarding all “Material Adverse Effect”

and other materiality and similar qualifications limiting the scope of such representations and warranties), (b) the satisfaction of all

of the conditions contained in Section 6, (c) that any pro forma financial statements, estimates, projections or forecasts of the

Company Entities were prepared in good faith and were and continue to be based on reasonable assumptions and (d) immediately prior to

the Closing, the Company Entities are Solvent (substituting references to “Parent” in such definition with references to the

“Company”), immediately following the Closing, after giving effect to the Contemplated Transactions, Parent and its Subsidiaries

(including the Surviving Company), taken as a whole, will be Solvent. As used herein, “Solvent” means, with respect

to Parent and its Subsidiaries, taken as a whole, immediately following the Closing, that: (i) the fair value of the property of Parent

and its Subsidiaries, taken as a whole, immediately following the Closing is greater than the total amount of liabilities, including,

contingent liabilities, of Parent and its Subsidiaries, taken as a whole, immediately following the Closing; (ii) the present fair salable

value of the assets of Parent and its Subsidiaries, taken as a whole, immediately following the Closing is not less than the amount that

will be required to pay the probable liability of Parent and its Subsidiaries, taken as a whole, on their debts as they become absolute

and matured; (iii) immediately following the Closing, Parent and its Subsidiaries, taken as a whole, do not have outstanding debts or

liabilities beyond their ability to pay such debts and liabilities as they mature; and (iv) immediately following the Closing, Parent

and its Subsidiaries, taken as a whole, are not engaged in a business or a transaction, and are not proposing to engage in a business

or a transaction, for which Parent’s and its Subsidiaries’ property, taken as a whole, would constitute an unreasonably small

amount of capital. The amount of contingent liabilities at any time shall be computed under this Section 3.20 as the amount that,

in the light of all the facts and circumstances existing immediately following the Closing, is probable to become an actual or matured

liability.

3.21 Fairness Opinions

(a) The Parent Board

of Directors has received the opinion of Goldman Sachs & Co. LLC, financial advisor to Parent, to the effect that, as of the date

of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations

set forth therein, the Merger Consideration to be paid by Parent for shares of Company Common Stock pursuant to this Agreement is fair

from a financial point of view to Parent. Parent has received the consent of Goldman Sachs & Co. LLC to include such opinion in the

Joint Proxy Statement/Prospectus.

(b) The Parent Board

of Directors has received the opinion of PJT Partners LP, financial advisor to Parent, to the effect that, as of the date of such opinion,

and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth

therein, the Merger Consideration to be paid by Parent for shares of Company Common Stock pursuant to this Agreement is fair from a financial

point of view to Parent. Parent has received the consent of PJT Partners LP to include such opinion in the Joint Proxy Statement/Prospectus.

3.22 Advisors’

Fees. Except for Goldman Sachs & Co. LLC and PJT Partners LP, no broker, finder or investment banker is entitled to any brokerage,

finder’s or other fee or commission in connection with the Mergers or any of the other Contemplated Transactions based upon arrangements

made by or on behalf of any of the Parent Entities. The aggregate amount of, or the means to calculate, as of the Closing, such fees and

expenses has been disclosed to the Company.

3.23 Related Person Transactions. Except for compensation

or other employment arrangements entered into in the ordinary course of business, there are no Contracts, transactions, arrangements or

understandings between any Parent Entity, on the one hand, and any Affiliate (including any director or officer) thereof (but not including

any wholly owned Subsidiary of Parent), on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K

under the Exchange Act in Parent’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

3.24 Disclosure.

None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Form S-4

Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective

under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None

of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Joint Proxy

Statement/Prospectus will, at the time the Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company or the stockholders

of Parent or at the time of the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form

in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, except

that no representation or warranty is made by Parent, Merger Sub One or Merger Sub Two with respect to statements made or incorporated

by reference therein based on information supplied by any Company Entity for inclusion or incorporation by reference in the Joint Proxy

Statement/Prospectus.

3.25 Employee and Labor Matters; Benefit

Plans

(a) Parent has Made

Available to the Company a list, dated as of the date of this Agreement (redacted to the extent required by applicable Legal Requirements),

of all current employees (identified by employee identification number), whether active or inactive, of each of the Parent Entities, and

correctly reflects for each: (i) date of hire; (ii) job title or position; (iii) current annual base salary or hourly wages; (iv) work

location (city, state, country); (v) employing entity; (vi) classification as exempt or non-exempt under the Fair Labor Standards Act

or the applicable Legal Requirements of the jurisdiction where such employees are located; and (vii) status as full-time, part-time, temporary

or seasonal. Except as would not have a Material Adverse Effect on Parent, the employment of each employee of Parent or a Parent Entity

who performs services for such Parent Entity exclusively or primarily in the United States is terminable by such Parent Entity “at

will” and the employment of each employee of Parent or a Parent Entity who performs services for such Parent Entity exclusively

or primarily outside the United States is terminable either “at will” or at the expiration of the minimum notice period required

by applicable Legal Requirements or contained in a Parent Collective Bargaining Agreement or other written Contract Made Available to

the Company.

(b) Part 3.25(b)

of the Parent Disclosure Schedule accurately sets forth each Parent U.S. Collective Bargaining Agreement in effect as of the date of this

Agreement. None of the Parent Entities is negotiating or currently required to negotiate the terms of, any Parent U.S. Collective Bargaining

Agreement, and to the Knowledge of Parent, (i) there are no labor organizations, unions, works councils or similar entities representing,

purporting to represent or seeking to represent any current employee of any of the Parent Entities in the United States and (ii) as of

the date of this Agreement, there are no organizing, election or other activities pending or threatened by or on behalf of any union,

works council, employee representative or other labor organization or group of employees with respect to any current employee of any of

the Parent Entities in the United States. Except as would not have a Material Adverse Effect on Parent, (i) no labor union, works council

or other collective bargaining representative claims to or, to the Knowledge of Parent, is seeking to represent any current Parent Associate

in the United States and (ii) there is no union, works council, employee representative or other labor organization in the United States,

which, pursuant to any applicable Legal Requirement, must provide consent for or otherwise formally approve of the Contemplated Transactions.

Since October 31, 2025, none of the Parent Entities has engaged in any unfair labor practice, except as would not have a Material Adverse

Effect on Parent. Except as would not have a Material Adverse Effect on Parent, there are no slowdowns, strikes, pickets, boycotts, group

work stoppages, labor disputes, industrial disputes, controversies, labor interruptions, attempts to organize or union organizing activity,

or any similar activity or material dispute in progress, pending or, to the Knowledge of Parent, threatened against or affecting any of

the Parent Entities or any of their current Parent Associates, in each case, in effect as of the date of this Agreement.

not have a Material Adverse Effect on Parent, (i) each Parent Associate that renders or has rendered services to any of the Parent Entities

that is or was classified as a Parent Contract Worker or other non-employee status or as an exempt or non-exempt employee, is properly

characterized as such for all purposes and (ii) none of the Parent Entities has any Liability for any misclassification of any Parent

Associate as an independent contractor or any non-exempt employee.

(d) Except as would

not have a Material Adverse Effect on Parent:

(i) to

the Knowledge of Parent, each current employee of the Parent Entities is legally authorized to work in all locations where he or she performs

services for the applicable employer.

(ii) each

Parent Entity is, and since October 31, 2025 each of the Parent Entities has been, in compliance with all Employment Laws.

(iii) since

October 31, 2025, no Parent Entity has effectuated a plant closing, termination, relocation, mass layoff, furlough, separation from position,

reduction, or other termination of any current or former employee of any Parent Entity that, in each case, has imposed or would impose

any obligation or other Liability upon any Parent Entity under WARN or would otherwise require any Parent Entity to notify or consult

with, prior to or after the First Merger Effective Time, any Governmental Body or other Person with respect to the impact of the Contemplated

Transactions.

(iv) to

the Knowledge of Parent, each employee who requires permission and/or authorization to work in the jurisdiction in which they carry out

their employment had at the time of hire current and appropriate permission and/or authorization to work in that jurisdiction.

(v) as

of the date of this Agreement, there are no claims, charges, complaints or Legal Proceedings related to any Parent Associate that are

pending or, to the Knowledge of Parent, threatened against any Parent Entity by or before any Governmental Body or arbitrator relating

to any Employment Law.

(e) Part 3.25(e)

of the Parent Disclosure Schedule contains an accurate and complete list, as of the date of this Agreement, of each material Parent Employee

Plan and separately identifies each material Foreign Parent Plan. Parent has Made Available to the Company with respect to each material

Parent Employee Plan that is not a Foreign Parent Plan, in each case, to the extent applicable: (i) accurate and complete copies of all

documents setting forth the terms of each such material Parent Employee Plan, including plan documents and all material amendments thereto

(or a written description of such material Parent Employee Plan if such plan is not set forth in a written document); (ii) the most recently

filed annual report (Form 5500 Series and all schedules and financial statements attached thereto), if any, required under ERISA or the

Code; (iii) the trust agreement, insurance Contract or other funding instrument, if any; and (iv) the most recent funding statement or

actuarial valuation report.

(f) Except as would

not have a Material Adverse Effect on Parent, (i) each Parent Employee Plan has been established, maintained and operated in accordance

with its terms and in compliance with all applicable Legal Requirements, including ERISA and the Code, (ii) any Parent Employee Plan intended

to be qualified under Section 401(a) of the Code and each trust intended to be qualified under Section 501(a) of the Code has obtained

a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and, to the Knowledge of

Parent, no event has occurred since the date of the most recent determination that would reasonably be expected to adversely affect such

qualification, (iii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of

ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan, (iv) each Parent Employee

Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without Liability to Parent,

the Parent Entities, the Company Entities or any ERISA Affiliates (other than ordinary administration expenses), (v) as of the date of

this Agreement, there is no audit, inquiry or Legal Proceeding pending or, to the Knowledge of Parent, threatened or reasonably anticipated

by the IRS, DOL or any other Governmental Body with respect to any Parent Employee Plan, (vi) none of the Parent Entities or any ERISA

Affiliate has incurred any penalty or Tax with respect to any Parent Employee Plan under Section 502(i) of ERISA or Sections 4975 through

4980 of the Code or any penalty or Tax under applicable Legal Requirements that has not been satisfied in full, (vii) each of Parent,

the Parent Entities and ERISA Affiliates have timely made all contributions and other payments required by and due under the terms of

each Parent Employee Plan and, to the extent not yet due, such contributions and other payments have been adequately accrued in the consolidated

financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Reports, (viii) each Foreign

Parent Plan (A) intended to qualify for special tax treatment satisfies the requirements for such treatment and (B) that is required to

be registered or approved by any Governmental Body under applicable Legal Requirements has been so registered or approved.

(g) Except as set

forth in the Parent SEC Reports, none of the Parent Entities, and none of their respective ERISA Affiliates, has in the last three years,

maintained, established, sponsored, participated in, or contributed to, or been obligated to contribute to or has any material Liability

in respect of, any: (i) Parent Employee Plan subject to Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan”

within the meaning of Section 3(37) of ERISA; or (iii) plan described in Section 413 of the Code. Except as set forth in the Parent SEC

Reports, each Foreign Parent Plan that is intended to be funded or book reserved is so funded or book-reserved, as appropriate, based

upon reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such

Foreign Parent Plan, except as would not have a Material Adverse Effect on Parent.

(h) No Parent Employee

Plan provides for post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or

retiree employee welfare benefits to any Person for any reason, except, in each case, (i) as set forth in the Parent SEC Reports, (ii)

any Parent Employee Plan that provides for the employer payment or subsidy of COBRA premiums, (iii) as may be required by COBRA or other

applicable Legal Requirements at no cost to Parent, any of the Parent Entities or any Affiliate of any of the Parent Entities or (iv)

as would not have a Material Adverse Effect on Parent.

(i) Except as expressly

required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions

will (either alone or in combination with another event, whether contingent or otherwise): (i) result in any payment (whether of bonus,

change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase

in benefits or obligation to fund benefits with respect to any Parent Associate; or (ii) create any limitation or restriction on the right

of any Parent Entity to merge, amend or terminate any Parent Employee Plan. Without limiting the generality of the foregoing, no amount

payable to any Parent Associate as a result of the execution and delivery of this Agreement or the consummation of any of the Contemplated

Transactions (either alone or in combination with any other event) would be an “excess parachute payment” within the meaning

of Section 280G or a payment that would be nondeductible under Section 280G of the Code. None of the Parent Entities has any obligation

to compensate any Parent Associate for any Taxes incurred by such Parent Associate under Section 4999 of the Code.

(j) None of the

Parent Entities has any obligation to gross-up or otherwise reimburse any Parent Associate for any tax incurred by such person pursuant

to Section 409A.

3.26 Environmental Matters. Except

as would not have a Material Adverse Effect on Parent:

(a) each of the

Parent Entities is, and since October 31, 2025 has been, in compliance with, and is not subject to any Liability under, all applicable

Environmental Laws, including timely applying for, possessing, maintaining, and complying with the terms and conditions of all Governmental

Authorizations required under applicable Environmental Laws; and

(b) Since October

31, 2025, or earlier for matters that remain unresolved, none of the Parent Entities has received any information request from a Governmental

Body or any written notice, claim, complaint, demand or, to the Knowledge of Parent, other communication from any Person that alleges

that any of the Parent Entities is not in compliance with, or has any Liability under, any Environmental Law or with respect to Hazardous

Materials.

3.27 No Other Representations

and Warranties.

(a) EXCEPT FOR THE

REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3 (AS MODIFIED BY THE PARENT DISCLOSURE SCHEDULE) OF THIS AGREEMENT, PARENT

MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND PARENT HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. IN CONNECTION

WITH THE COMPANY’S INVESTIGATION OF PARENT, THE COMPANY HAS RECEIVED FROM OR ON BEHALF OF PARENT CERTAIN PROJECTIONS. PARENT MAKES

NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS

OF THE ASSUMPTIONS UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS).

(b) Notwithstanding

anything to the contrary in this Agreement, each of Parent and Merger Subs acknowledges and agrees that: (i) except for the representations

and warranties of the Company expressly set forth in Section 2, (x) the Company does not make, nor has made, any representation

or warranty (including regarding the accuracy or completeness of any information, including any information provided to the Parent Entities

or their Representatives) and (y) neither Parent nor the Merger Subs is relying on, and have not relied on, any representation or warranty

made, or information provided, by or on behalf of the Company, in each case, regarding Company Entities, their business, this Agreement,

the Mergers, any information provided to the Parent Entities in connection with this Agreement or the Mergers or any other related matter;

(ii) except for the representations and warranties of the Company expressly set forth in Section 2, each of Parent and the

Merger Subs disclaims any other representations or warranties and (iii) each of Parent and the Merger Subs has made its own independent

investigation, review, and analysis regarding the Company Entities, and the Mergers, which investigation, review, and analysis were conducted

by Parent and Merger Subs together with expert advisors, including legal counsel, that they have engaged for such purpose. None of the

Company Entities or any other Person will have or be subject to any liability to Parent, Merger Subs or any other Person resulting from

the distribution to the Parent Entities, or the Parent Entities’ use of, any such information, including any information, documents,

projections, forecasts or other material made available to the Parent Entities in certain “data rooms,” “virtual data

rooms,” management presentations or in any other form in expectation of, or in connection with, the Mergers.

Section 4. Certain

Covenants of the Company and Parent

4.1 Access and Investigation.

(a) During the Pre-Closing

Period, the Company shall, and shall ensure that each Company Entity and its and their respective Representatives, on the one hand, and

Parent shall, and shall ensure that each Parent Entity and its and their respective Representatives, on the other hand: (i) provide the

other party and its Representatives with reasonable access to its and their Representatives, personnel, properties and assets and to all

existing books, records, Tax Returns, work papers and other documents and information relating to such party and its Subsidiaries; and

(ii) provide the other party and its Representatives with such copies of the existing books, records, Tax Returns, work papers and other

documents and information relating to such party and its Subsidiaries, and with such additional financial, operating and other data and

information regarding such party and its Subsidiaries, as the other party may reasonably request, in the case of each of the foregoing

clauses “(i)” and “(ii)” during normal business hours and for purposes reasonably related to the facilitation

or consummation of the Contemplated Transactions; provided that such access and requests shall not unreasonably interfere with the business

or operations of such party or its Subsidiaries. Notwithstanding the foregoing: (A) nothing in this Section 4.1(a) shall require

any party or its Subsidiaries or its Representatives to disclose any information to the other party or the other party’s Representatives

if, in the reasonable good faith judgment of such party, (1) such disclosure would violate any applicable Legal Requirement or Contract

or jeopardize the attorney-client privilege, work-product doctrine or other legal privilege held by such party or any of its Subsidiaries,

(2) result in the disclosure of competitively sensitive information, or (3) result in the disclosure of any information that is reasonably

pertinent to any Legal Proceeding where any Company Entity, on the one hand, and any Parent Entity, on the other hand, are adverse parties

or reasonably likely to become adverse parties; and (B) if a party or its Subsidiaries does not provide or cause its or their Representatives

to provide such access or such information in reliance on clause “(A)(1)” of this sentence, then such party shall promptly

provide a written notice to the other party stating that it is withholding such access or such information and stating the justification

therefor, and shall use its reasonable best efforts to provide the applicable information in a way that would not violate such law or

such Contract or jeopardize such privilege.

(b) No party nor

any of its Representatives shall have any right to perform any “invasive” testing or soil, air or groundwater sampling, including

Phase II environmental assessments or investigations of the properties or facilities of the other party or any of its Subsidiaries without

the prior written consent of the other party (which may be withheld, conditioned or delayed in its sole discretion).

Agreement shall remain in full force and effect in accordance with its terms until the Closing Date.

4.2 Operation of the

Company’s Business.

(a) During the Pre-Closing

Period, except (w) as may be required by applicable Legal Requirements or by the terms of any Contract in effect as of the date of this

Agreement, (x) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (y)

as expressly permitted, contemplated or required by this Agreement or (z) as set forth in Part 4.2(a) of the Company Disclosure

Schedule: (i) the Company use reasonable best efforts to conduct, and shall ensure that each Company Entity uses reasonable best efforts

to conduct, its business and operations in the ordinary course consistent with past practices in all material respects; and (ii) the Company

shall use reasonable best efforts to ensure that each Company Entity preserves substantially intact its current business organization

and substantially maintains its relations with all suppliers, customers, landlords, creditors, licensors, licensees and other third-party

Persons, in each case, having material business relationships with the Company Entities, taken as a whole.

(b) During the Pre-Closing

Period, except (w) as may be required by applicable Legal Requirements or by the terms of any Contract in effect as of the date of this

Agreement, (x) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (y)

as expressly permitted, contemplated or required by this Agreement or (z) as set forth in Part 4.2(b) of the Company Disclosure

Schedule, the Company shall not, and the Company shall ensure that the Company Entities do not:

(i) declare,

accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or otherwise) in respect of any shares of

capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other equity interests, in each case other

than (A) regular quarterly cash dividends in the ordinary course of business consistent with past practices (exclusively as to timing

and amount per share) or (B) dividends or distributions by any wholly owned Subsidiary of the Company to the Company or another wholly

owned Subsidiary of the Company, in each case, other than in the ordinary course of business;

(ii) sell,

issue, grant or authorize the sale, issuance or grant of: (A) any capital stock or other equity interest; (B) any option, stock appreciation

right, restricted stock unit, deferred stock unit, market stock unit, performance stock unit, restricted stock award or other equity-based

compensation award (whether payable in cash, stock or otherwise), call, warrant or right to acquire any capital stock or other equity

interest; or (C) any instrument convertible into or exchangeable for any capital stock or other equity interest (except that the Company

may issue shares of Company Common Stock upon the valid exercise of, or the vesting or scheduled delivery of shares pursuant to, Company

Equity Awards in accordance with their terms, in each case, outstanding as of the date of this Agreement);

(iii) amend

or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Equity Plans or any provision of

any Contract evidencing any Company Equity Award, or otherwise modify any of the terms of any outstanding Company Equity Award, warrant

or other equity interest or any related Contract;

(iv) (A) amend

or permit the adoption of any amendment to the Company’s certificate of incorporation or bylaws; or (B) effect or become a party

to any liquidation, dissolution, restructuring, recapitalization, reclassification of shares, stock split, reverse stock split, division

or subdivision of shares, consolidation of shares or similar transaction, other than with respect to Subsidiaries with immaterial assets

and liabilities or in connection with any bona fide internal reorganization;

(v) acquire

any equity interest in any other Entity (other than a Company Entity), except for transactions solely among the Company or its wholly

owned Subsidiaries or among such wholly owned subsidiaries;

(vi) make any

capital expenditure or incur any obligation or liability in respect thereof in excess of the amount budgeted for such expenditure in the

Company’s capital expenditure budget set forth in Part 4.2(b)(vi) of the Company Disclosure Schedule, except that the Company

Entities may make unbudgeted capital expenditures that, when added to all other unbudgeted capital expenditures made by or on behalf of

the Company Entities during a fiscal quarter, do not exceed $5,000,000 in the aggregate;

(vii) enter

into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Material Contract or renew, extend,

amend or terminate, or waive or exercise any material right or remedy under, any Company Material Contract, in each case, other than in

the ordinary course of business;

(viii) enter

into or become bound by any Contract imposing any restriction on the right or ability of any Company Entity (A) to engage in any line

of business or compete with, or provide services to, any other Person or in any geographic area, in each case which restriction would

be material to the Company Entities taken as a whole, (B) to acquire any material product or other asset or any service from any other

Person, sell any product or other asset to or perform any service for any other Person, or transact business or deal in any other manner

with any other Person (in each case other than in the ordinary course of business) or (C) to develop, sell, supply, license, distribute,

offer, support or service any product or any Intellectual Property or Intellectual Property Right or other asset to or for any other Person

(in each case other than in the ordinary course of business);

(ix) other

than in the ordinary course of business consistent with past practice, enter into or become bound by any Contract that (A) grants material

and exclusive rights to license, market, sell or deliver any product of any Company Entity, (B) contains any “most favored nation”

or similar provision in favor of the other party or (C) contains a right of first refusal, first offer or first negotiation or any similar

right with respect to any asset owned by a Company Entity that is material to the Company Entities, taken as a whole;

(x) other than

(A) for transactions solely among the Company and its wholly owned Subsidiaries, (B) sales of inventory, or dispositions of obsolete or

worthless equipment in the ordinary course of business, (C) sales, disposals, leases or licenses of any asset in which the consideration

does not exceed $3,000,000 for any single transaction or $10,000,000 in the aggregate for all such transactions and (D) the non-exclusive

license of Intellectual Property in the ordinary course of business, sell, assign, transfer, dispose of, pledge or encumber, or grant

any Encumbrance (other than a Permitted Encumbrance) on, any material Owned Real Property or sell or otherwise dispose of, or lease or

license, any right or other asset of the Company Entities to any other Person;

(xi) make any pledge of any of its

material assets or permit any of its material assets to become subject to any Encumbrance, except for (A) Permitted Encumbrances and (B)

Encumbrances that do not, individually or in the aggregate, materially adversely affect the value or use of such property for its current

and anticipated purposes;

(xii) lend

or advance money to any Person, other than (A) loans or advances by the Company to any of its wholly owned Subsidiaries or by any wholly

owned Subsidiary of the Company to another wholly owned Subsidiary of the Company, (B) advances to suppliers in the ordinary course of

business and (C) loans or advances to employees for travel and other business-related expenses in the ordinary course of business;

(xiii) incur,

assume or guarantee any indebtedness for borrowed money (directly, contingently, or otherwise) other than (A) indebtedness not to exceed

$250,000,000 in the aggregate incurred under the Revolving Credit Facility (as defined in the Company Credit Facility) pursuant to the

Company Credit Facility, (B) performance bonds, sureties and similar letters of credit entered into in the ordinary course of business

consistent with past practice and (C) indebtedness solely among the Company and its wholly owned Subsidiaries;

(xiv) (A) terminate,

amend, negotiate or enter into any Company Collective Bargaining Agreement; (B) establish, adopt, enter into, amend or terminate any Company

Employee Plan or any plan, practice, agreement, arrangement or policy that would be a Company Employee Plan if it was in existence on

the date of this Agreement; (C) pay or accelerate payment of, or make any new commitment to pay or accelerate payment of, any bonus, cash

incentive payment or profit-sharing, change of control, severance, retention or termination or similar payment to, or increase or make

any commitment to increase the amount of the wages, salary, commissions, fringe benefits or other compensation (excluding equity-based

compensation, which is addressed in Section 4.2(b)(ii)) or remuneration payable to, any of its directors, officers or other employees;

(xv) (A) hire

or terminate (other than for cause) any employee located in the United States at or above pay grade H21 or with an annual base salary

in excess of $300,000; (B) hire or terminate (other than for cause) any employee located outside the United States at the level of director

or above or with an annual base salary in excess of $200,000; (C) promote any employee to the level of director or above, except in order

to fill a position vacated after the date of this Agreement in the ordinary course of business; or (D) engage any individual consultant

or individual independent contractor with annualized wages in excess of $200,000, unless the engagement of such consultant or independent

contractor may be terminated by such Company Entity on less than 30 days’ notice;

(xvi) (A) change

in any material respect any of its methods of accounting or accounting practices, including with respect to Taxes, except in accordance

with GAAP, or (B) write down any of its material assets in excess of $3,000,000 in the aggregate, except for in accordance with GAAP or

in the ordinary course of business consistent with past practice;

(xvii) (A)

adopt any method or make any Tax election (or allow any Tax election previously made to expire) that is materially inconsistent with any

of the positions taken, elections made or methods used in preparing or filing Tax Returns with respect to periods ending prior to the

Closing, (B) prepare or file any material Tax Return or amended material Tax Return inconsistent with past practices, (C) settle or otherwise

compromise any material claim, dispute, notice, audit report or assessment relating to Taxes, or enter into, cancel or modify any material

closing agreement or similar agreement relating to Taxes or (D) request any ruling, closing agreement or similar guidance with respect

to a material amount of Taxes;

(xviii) waive,

release, or settle any Legal Proceeding, other than (A) waivers, releases, or settlements that do not create material obligations of the

Company Entities (taken as a whole) other than the payment of monetary damages not in excess of $3,000,000 above any existing litigation

reserve and (B) settlements entered into in accordance with Section 5.14;

(xix) waive,

relinquish, abandon, forfeit, permit to lapse, terminate or cancel any material Company IP or take any action or fail to take any action

if the taking of or failure to take such action will, or could reasonably be expected to, result in any of the foregoing, in each case,

except for cancellations, abandonments, lapses, expirations or dispositions of non-material registrations or applications of any Intellectual

Property or Intellectual Property Right in the ordinary course of business;

(xx) enter into any Contract covering

any Company Associate or make any payment to any Company Associate that, considered individually or collectively with any other such Contracts

or payments, will or would reasonably be expected to be characterized as a “parachute payment” within the meaning of Section

280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section

162(m) of the Code (or any comparable provision under U.S. state or local or non-U.S. Tax Legal Requirements);

(xxi) become

party to or approve or adopt any stockholder rights plan or “poison pill” agreement or similar takeover protection;

(xxii) cancel

or terminate or allow to lapse without a commercially reasonable substitute policy therefor, or amend in any material respect, any material

insurance policy, other than in the ordinary course of business and the renewal of existing insurance policies or entering into comparable

substitute policies therefor;

(xxiii) take

any action with the primary purposes of accelerating the obligations set forth in Part 4.2(b)(xxii) of the Company Disclosure Schedule;

(xxiv) authorize,

approve, agree, commit or offer to take any of the actions described in clauses “(i)” through “(xxiii)” of this

Section 4.2(b).

Parent acknowledges and agrees that nothing contained

in this Section 4.2(b) shall give Parent the right to control or direct the operations of the Company within the meaning of applicable

antitrust laws.

4.3 Operation of Parent’s

Business.

(a) During the Pre-Closing

Period, except (w) as may be required by applicable Legal Requirements or by the terms of any Contract in effect as of the date of this

Agreement, (x) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed),

(y) as expressly permitted, contemplated or required by this Agreement or required by the Separation and Distribution Agreement by and

between Parent and Honeywell International Inc. (“Honeywell”), dated October 30, 2025, and any other agreements related

to the transaction contemplated thereby Made Available to the Company or (z) as set forth in Part 4.3(a) of the Parent Disclosure

Schedule: (i) Parent shall use reasonable best efforts to conduct, and shall ensure that each Parent Entity uses reasonable best efforts

to conduct its business and operations in the ordinary course consistent with past practices in all material respects; and (ii) Parent

shall use reasonable best efforts to ensure that each Parent Entity preserves substantially intact its current business organization and

substantially maintains its relations with all suppliers, customers, landlords, creditors, licensors, licensees and other third-party

Persons, in each case, having material business relationships with the Parent Entities, taken as a whole.

(b) During the Pre-Closing

Period, except (w) as may be required by applicable Legal Requirements or by the terms of any Contract in effect as of the date of this

Agreement, (x) with the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed), (y)

as expressly permitted, contemplated or required by this Agreement or (z) as set forth in Part 4.3(b) of the Parent Disclosure

Schedule, Parent shall not, and Parent shall ensure that the Parent Entities do not:

(i) declare,

accrue, set aside or pay any dividend or make any other distribution (whether in cash, stock or otherwise) in respect of any shares of

capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other equity interests, in each case other

than (A) regular quarterly cash dividends in the ordinary course of business consistent with past practices (including as to timing and

amount per share) or (B) dividends or distributions by any wholly owned Subsidiary of Parent to Parent or another wholly owned Subsidiary

of Parent, in each case, other than in the ordinary course of business;

(ii) sell,

issue, grant or authorize the sale, issuance or grant of: (A) any capital stock or other equity interest; (B) any option, stock appreciation

right, restricted stock unit, deferred stock unit, market stock unit, performance stock unit, restricted stock award or other equity-based

compensation award (whether payable in cash, stock or otherwise), call, warrant or right to acquire any capital stock or other equity

interest; or (C) any instrument convertible into or exchangeable for any capital stock or other equity interest (except that Parent may

issue shares of Parent Common Stock upon the valid exercise of, or the vesting or scheduled delivery of shares pursuant to, Parent Equity

Awards in accordance with their terms, in each case, outstanding as of the date of this Agreement);

(iii) amend

or waive any of its rights under, or accelerate the vesting under, any provision of any of the Parent Equity Plans or any provision of

any Contract evidencing any Parent Equity Award, or otherwise modify any of the terms of any outstanding Parent Equity Award, warrant

or other equity interest or any related Contract;

(iv) (A) amend

or permit the adoption of any amendment to Parent’s certificate of incorporation or bylaws; or (B) effect or become a party to any

liquidation, dissolution, restructuring, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision

of shares, consolidation of shares or similar transaction, other than with respect to Subsidiaries with immaterial assets and liabilities

or in connection with any bona fide internal reorganization or the dissolution, liquidation or winding up of any Subsidiary that is not

material to the business of Parent;

(v) acquire

any equity interest in any other Entity (other than a Parent Entity), except for transactions solely among the Parent or its wholly owned

Subsidiaries or among such wholly owned subsidiaries;

(vi) make any

capital expenditure or incur any obligation or liability in respect thereof in excess of the amount budgeted for such expenditure in Parent’s

capital expenditure budget set forth in Part 4.3(b)(vi) of the Parent Disclosure Schedule, except that the Parent Entities may

make unbudgeted capital expenditures that, when added to all other unbudgeted capital expenditures made by or on behalf of the Parent

Entities during a fiscal quarter, do not exceed $20,000,000 in the aggregate;

(vii) enter

into or become bound by, or permit any of the assets owned or used by it to become bound by, any Parent Material Contract or renew, extend,

amend or terminate, or waive or exercise any material right or remedy under, any Parent Material Contract, in each case, other than in

the ordinary course of business;

(viii) other

than (A) for transactions solely among Parent and its wholly owned Subsidiaries, (B) sales of inventory, or dispositions of obsolete or

worthless equipment in the ordinary course of business, (C) sales, disposals, leases or licenses of any asset in which the consideration

does not exceed $5,000,000 for any single transaction or $10,000,000 in the aggregate for all such transactions and (D) the non-exclusive

license of Intellectual Property in the ordinary course of business, sell, assign, transfer, dispose of, pledge or encumber, or grant

any Encumbrance (other than a Permitted Encumbrance) on, any material Parent Owned Real Property or sell or otherwise dispose of, or lease

or license, any right or other asset of the Parent Entities to any other Person;

(ix) make any

pledge of any of its material assets or permit any of its material assets to become subject to any Encumbrance, except for (A) Permitted

Encumbrances and (B) Encumbrances that do not, individually or in the aggregate, materially adversely affect the value or use of such

property for its current and anticipated purposes;

(x) lend or

advance money to any Person, other than (A) loans or advances by Parent to any of its wholly owned Subsidiaries or by any wholly owned

Subsidiary of Parent to another wholly owned Subsidiary of Parent, (B) advances to suppliers in the ordinary course of business and (C)

loans or advances to employees for travel and other business-related expenses in the ordinary course of business;

(xi) incur,

assume or guarantee any indebtedness for borrowed money (directly, contingently, or otherwise) other than (A) indebtedness incurred under

any credit agreement or financing arrangement entered into in the ordinary course of business consistent with past practices, (B) performance

bonds, sureties and similar letters of credit entered into in the ordinary course of business consistent with past practice and (C) indebtedness

solely among Parent and its wholly owned Subsidiaries;

(xii) (A) terminate,

amend, negotiate or enter into any Parent Collective Bargaining Agreement; (B) establish, adopt, enter into, amend or terminate any Parent

Employee Plan or any plan, practice, agreement, arrangement or policy that would be a Parent Employee Plan if it was in existence on the

date of this Agreement; (C) pay or accelerate payment of, or make any new commitment to pay or accelerate payment of, any bonus, cash

incentive payment or profit-sharing, change of control, severance, retention or termination or similar payment to, or increase or make

any commitment to increase the amount of the wages, salary, commissions, fringe benefits or other compensation (excluding equity-based

compensation, which is addressed in Section 4.3(b)(ii)) or remuneration payable to, any of its directors, officers or other employees;

(xiii) (A)

hire or terminate (other than for cause) any employee located in the United States with an annual base salary in excess of $300,000; (B)

hire or terminate (other than for cause) any employee located outside the United States at the level of director or above or with an annual

base salary in excess of $200,000; (C) promote any employee to a position with an annual base salary in excess of $300,000 except in order

to fill a position vacated after the date of this Agreement in the ordinary course of business; or (D) engage any individual consultant

or individual independent contractor with annualized wages in excess of $200,000, unless the engagement of such consultant or independent

contractor may be terminated by such Parent Entity on less than 30 days’ notice;

(xiv) (A) amend,

modify, terminate or waive any material rights of Parent under the Tax Matters Agreement, (B) undertake (i) any restricted action set

forth in Section 4.03 of the Tax Matters Agreement or (ii) any other action that is reasonably expected to cause Parent to be liable for

a material amount of Transaction Taxes unless, in the case of each of clauses (i) and (ii), RemainCo shall have consented, (C) adopt any

method or make any Tax election (or allow any Tax election previously made to expire) that is materially inconsistent with any of the

positions taken, elections made or methods used in preparing or filing Tax Returns with respect to periods ending prior to the Closing,

(D) prepare or file any material Tax Return or amended material Tax Return inconsistent with past practices, (E) settle or otherwise compromise

any material claim, dispute, notice, audit report or assessment relating to Taxes, or enter into, cancel or modify any material closing

agreement or similar agreement relating to Taxes or (F) request any ruling, closing agreement or similar guidance with respect to a material

amount of Taxes;

(xv) waive,

release, or settle any Legal Proceeding, other than (A) waivers, releases, or settlements that do not create material obligations of the

Parent Entities (taken as a whole) other than the payment of monetary damages not in excess of $1,000,000 above any existing litigation

reserve and (B) settlements entered into in accordance with Section 5.14;

(xvi) waive,

relinquish, abandon, forfeit, permit to lapse, terminate or cancel any material Parent IP or take any action or fail to take any action

if the taking of or failure to take such action will, or could reasonably be expected to, result in any of the foregoing, in each case,

except for cancellations, abandonments, lapses, expirations or dispositions of non-material registrations or applications of any Intellectual

Property or Intellectual Property Right in the ordinary course of business;

(xvii) enter

into any material transaction or take any other material action outside the ordinary course of business or inconsistent with past practices;

(xviii) become

party to or approve or adopt any stockholder rights plan or “poison pill” agreement or similar takeover protection;

(xix) cancel

or terminate or allow to lapse without a commercially reasonable substitute policy therefor, or amend in any material respect, any material

insurance policy, other than in the ordinary course of business and the renewal of existing insurance policies or entering into comparable

substitute policies therefor; or

(xx) authorize,

approve, agree, commit or offer to take any of the actions described in clauses “(i)” through “(xix)” of this

Section 4.3(b).

The Company acknowledges and agrees

that nothing contained in this Section 4.3 shall give the Company the right to control or direct the operations of Parent within

the meaning of applicable antitrust laws.

4.4 No Solicitation.

(a) From the date of

this Agreement until the earlier to occur of the termination of this Agreement and the First Merger Effective Time, the Company shall

not, and shall ensure that the Company Significant Entities do not, and shall not authorize any of its and their respective officers,

directors or financial advisors to, in each case, directly or indirectly: (i) solicit, initiate, knowingly encourage, knowingly assist,

knowingly induce or knowingly facilitate the making, submission or announcement of any Company Acquisition Proposal or Company Acquisition

Inquiry (including by approving any Person (other than Parent and its Affiliates) becoming an “interested stockholder,” for

purposes of Section 203 of the DGCL) or take any action that could reasonably be expected to lead to a Company Acquisition Proposal or

Company Acquisition Inquiry; (ii) furnish or otherwise provide access to any non-public information regarding any of the Company

Significant Entities to any Person in connection with or in response to a Company Acquisition Proposal or Company Acquisition Inquiry;

(iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal or Company Acquisition

Inquiry; (iv) approve, endorse or recommend any Company Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding,

agreement in principle or similar document or any Contract constituting or relating to, or that contemplates or is intended or would reasonably

be expected to result directly or indirectly in, a Company Acquisition Transaction (other than an Acceptable Company Confidentiality Agreement);

or (vi) publicly propose to take any of the actions or do any of the other things described in clauses “(i)” through “(v)”

of this sentence. The Company shall, and shall ensure that each Company Significant Entity and its and their respective Representatives:

(i) immediately cease and cause to be terminated any solicitation, encouragement or assistance of, or discussions or negotiations with,

any Person relating to any Company Acquisition Proposal or Company Acquisition Inquiry existing as of the date of this Agreement; and

(ii) require each Person (other than Parent, the Parent Entities and their Representatives) that has executed a confidentiality or similar

agreement in the twelve-month period prior to the date of this Agreement (and that remains in effect) in connection with such Person’s

consideration of a possible Company Acquisition Proposal or investment in any of the Company Significant Entities to return or destroy

all confidential information previously furnished to such Person by or on behalf of any of the Company Significant Entities and terminate

such Person’s access to any physical or electronic data room set up in response to or in connection with any actual or contemplated

Company Acquisition Proposal or Company Acquisition Inquiry.

(b) Notwithstanding anything

to the contrary contained in Section 4.4(a) or any other provision of this Agreement, but subject to Section 4.4(c), prior

to the adoption of this Agreement by the Required Company Stockholder Vote, the Company and its Representatives may (i) contact any Person

making a Company Acquisition Proposal or Company Acquisition Inquiry to ascertain facts in connection with the Company Board of Directors

informing itself about the Company Acquisition Proposal or Company Acquisition Inquiry and the Person making it and (ii) furnish non-public

information regarding any of the Company Significant Entities to, and may enter into discussions or negotiations with, any Person in response

to an unsolicited, written Company Acquisition Proposal that is made to the Company after the date of this Agreement by such Person (and

not withdrawn) if: (A) such Company Acquisition Proposal did not result from a breach in any material respect of Section 4.4(a);

(B) the Company’s board of directors determines in good faith, after having taken into account the advice of an independent financial

advisor of nationally recognized reputation and the Company’s outside legal counsel, that such Company Acquisition Proposal constitutes

or would reasonably be expected to lead to a Company Superior Offer; (C) the Company receives from such Person an executed confidentiality

agreement containing terms and conditions, with respect to confidentiality and use, taken as a whole, that are not materially less favorable

to the Company in any substantive respect than the terms and conditions of the Confidentiality Agreement (it being understood and agreed

that any such confidentiality agreement need not contain any “standstill” or similar provisions) (any such confidentiality

agreement, an “Acceptable Company Confidentiality Agreement”); and (D) promptly, and in no event later than 24 hours after

furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent (to the extent such

non-public information has not been previously furnished by the Company to Parent).

Company Entity or any Representative of the Company or any Company Entity receives a Company Acquisition Proposal at any time during the

Pre-Closing Period, then the Company shall promptly (and in no event later than 24 hours after receipt of such Company Acquisition Proposal)

(i) advise Parent orally and in writing of such Company Acquisition Proposal (including the identity of the Person making or submitting

such Company Acquisition Proposal and the material terms and conditions thereof), and (ii) provide Parent with copies of all documents

and written communications received by the Company or any Company Entity or any Representative of the Company or any Company Entity setting

forth the terms and conditions of such Company Acquisition Proposal. The Company shall promptly (and in no event later than 24 hours after

receipt) provide Parent with a copy of any material amendment or modification to such Company Acquisition Proposal received from the Person

that made or submitted such Company Acquisition Proposal or any Representative of such Person.

(d) The Company: (i) agrees that it will not,

and it shall ensure that none of the other Company Entities will, release or permit the release of any Person from, or amend, waive or

permit the amendment or waiver of any provision of, any confidentiality, non-solicitation, no-hire, “standstill” or similar

agreement or provision to which any of the Company Entities is or becomes a party or under which any of the Company Entities has or acquires

any rights; and (ii) will use its reasonable best efforts to enforce or cause to be enforced each such agreement or provision at the written

request of Parent; provided, however, that the Company may release a Person from, or amend or waive any such agreement or provision

if the Company’s board of directors determines in good faith, after having taken into account the advice of an independent financial

advisor of nationally recognized reputation and the advice of the Company’s outside legal counsel, that the failure to take such

action would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Delaware law.

(e) The Company acknowledges

and agrees that any action taken by any Representative of the Company or any Company Entity at the direction of the Company, which, if

taken by the Company, would constitute a breach of any provision set forth in this Section 4.4 or in Section 5.2 shall be

deemed to constitute a breach of such provision by the Company.

(f) From the date of

this Agreement until the earlier to occur of the termination of this Agreement and the First Merger Effective Time, Parent shall not,

and shall ensure that the Parent Significant Entities do not, and shall not authorize any of its and their respective officers, directors

or financial advisors to, in each case, directly or indirectly: (i) solicit, initiate, knowingly encourage, knowingly assist, knowingly

induce or knowingly facilitate the making, submission or announcement of any Parent Acquisition Proposal or Parent Acquisition Inquiry

(including by approving any Person (other than the Company and its Affiliates) becoming an “interested stockholder,” for purposes

of Section 203 of the DGCL) or take any action that could reasonably be expected to lead to a Parent Acquisition Proposal or Parent Acquisition

Inquiry; (ii) furnish or otherwise provide access to any non-public information regarding any of the Parent Significant Entities

to any Person in connection with or in response to a Parent Acquisition Proposal or Parent Acquisition Inquiry; (iii) engage in discussions

or negotiations with any Person with respect to any Parent Acquisition Proposal or Parent Acquisition Inquiry; (iv) approve, endorse or

recommend any Parent Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, agreement in principle or

similar document or any Contract constituting or relating to, or that contemplates or is intended or would reasonably be expected to result

directly or indirectly in, a Parent Acquisition Transaction (other than an Acceptable Parent Confidentiality Agreement); or (vi) publicly

propose to take any of the actions or do any of the other things described in clauses “(i)” through “(v)” of this

sentence. Parent shall, and shall ensure that each Parent Significant Entity and its and their respective Representatives: (i) immediately

cease and cause to be terminated any solicitation, encouragement or assistance of, or discussions or negotiations with, any Person relating

to any Parent Acquisition Proposal or Parent Acquisition Inquiry existing as of the date of this Agreement; and (ii) require each Person

(other than the Company, the Company Entities and their Representatives) that has executed a confidentiality or similar agreement in the

twelve-month period prior to the date of this Agreement (and that remains in effect) in connection with such Person’s consideration

of a possible Parent Acquisition Proposal or investment in any of the Parent Significant Entities to return or destroy all confidential

information previously furnished to such Person by or on behalf of any of the Parent Significant Entities and terminate such Person’s

access to any physical or electronic data room set up in response to or in connection with any actual or contemplated Parent Acquisition

Proposal or Parent Acquisition Inquiry.

(g) Notwithstanding anything

to the contrary contained in Section 4.4(f) or any other provision of this Agreement, but subject to Section 4.4(h), prior

to the approval of the Parent Stock Issuance by the Required Parent Stockholder Vote, Parent and its Representatives may (i) contact any

Person making a Parent Acquisition Proposal or Parent Acquisition Inquiry to ascertain facts in connection with the Parent Board of Directors

informing itself about the Parent Acquisition Proposal or Parent Acquisition Inquiry and the Person making it and (ii) furnish non-public

information regarding any of the Parent Significant Entities to, and may enter into discussions or negotiations with, any Person in response

to an unsolicited, written Parent Acquisition Proposal that is made to Parent after the date of this Agreement by such Person (and not

withdrawn) if: (A) such Parent Acquisition Proposal did not result from a breach in any material respect of Section 4.4(f); (B)

the Parent Board of Directors determines in good faith, after having taken into account the advice of an independent financial advisor

of nationally recognized reputation and Parent’s outside legal counsel, that such Parent Acquisition Proposal constitutes or would

reasonably be expected to lead to a Parent Superior Offer; (C) Parent receives from such Person an executed confidentiality agreement

containing terms and conditions, with respect to confidentiality and use, taken as a whole, that are not materially less favorable to

Parent in any substantive respect than the terms and conditions of the Confidentiality Agreement (it being understood and agreed that

any such confidentiality agreement need not contain any “standstill” or similar provisions) (any such confidentiality agreement,

an “Acceptable Parent Confidentiality Agreement”); and (D) promptly, and in no event later than within 24 hours after

furnishing any non-public information to such Person, Parent furnishes such non-public information to the Company (to the extent such

non-public information has not been previously furnished by Parent to the Company).

(h) If Parent, any Parent

Entity or any Representative of Parent or any Parent Entity receives a Parent Acquisition Proposal at any time during the Pre-Closing

Period, then Parent shall promptly (and in no event later than 24 hours after receipt of such Parent Acquisition Proposal) (i) advise

the Company orally and in writing of such Parent Acquisition Proposal (including the identity of the Person making or submitting such

Parent Acquisition Proposal and the material terms and conditions thereof), and (ii) provide the Company with copies of all documents

and written communications received by Parent or any Parent Entity or any Representative of Parent or any Parent Entity setting forth

the terms and conditions of such Parent Acquisition Proposal. Parent shall promptly (and in no event later than 24 hours after receipt)

provide the Company with a copy of any material amendment or modification to such Parent Acquisition Proposal received from the Person

that made or submitted such Parent Acquisition Proposal or any Representative of such Person.

(i) Parent: (i) agrees

that it will not, and it shall ensure that none of the other Parent Entities will, release or permit the release of any Person from, or

amend, waive or permit the amendment or waiver of any provision of, any confidentiality, non-solicitation, no-hire, “standstill”

or similar agreement or provision to which any of the Parent Entities is or becomes a party or under which any of the Parent Entities

has or acquires any rights; and (ii) will use its reasonable best efforts to enforce or cause to be enforced each such agreement or provision

at the written request of the Company; provided, however, that Parent may release a Person from, or amend or waive any provision

of, any “standstill” agreement or provision if the Parent Board of Directors determines in good faith, after having taken

into account the advice of an independent financial advisor of nationally recognized reputation and the advice of Parent’s outside

legal counsel, that the failure to release such Person from such agreement or provision or the failure to amend such agreement or waive

such provision would be inconsistent with its fiduciary duties to Parent’s stockholders under applicable Delaware law.

(j) Parent acknowledges

and agrees that any action taken by any Representative of Parent or any Parent Entity at the direction of Parent, which, if taken by Parent,

would constitute a breach of any provision set forth in this Section 4.4 or in Section 5.3 shall be deemed to constitute

a breach of such provision by Parent.

Section 5. Additional

Covenants of the Parties

5.1 Registration Statement;

Joint Proxy Statement/Prospectus.

(a) As promptly as practicable

after, but in no event more than 45 calendar days following, the date of this Agreement, Parent and the Company shall jointly prepare

and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare and file with the

SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included. Each of Parent and the Company

shall use their reasonable best efforts to: (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to

comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) promptly notify the other party of, cooperate with

each other with respect to and respond promptly to any comments of the SEC or its staff and provide each other with copies of all written

correspondence and summaries of all oral correspondence between such party and its Representatives and the SEC or its staff relating to

the Joint Proxy Statement/Prospectus or Form S-4 Registration Statement and all orders of the SEC relating to the Form S-4 Registration

Statement; and (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after

it is filed with the SEC. Parent will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s

stockholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s

stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each

of the Company and Parent shall promptly furnish to the other party all information concerning itself and its Affiliates, officers, directors

and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1.

(b) If the Company or

Parent becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement

or the Joint Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party

(and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement

or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment

or supplement promptly after it is filed with the SEC; and (iv) if mailing is appropriate, cooperate in mailing such amendment or supplement

to the stockholders of the Company or the stockholders of Parent.

Parent and the Company shall use their respective reasonable best efforts to take all other actions and make all other filings required

to be taken under the Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules

and regulations of the SEC promulgated thereunder) or under any applicable state securities or “blue sky” laws (and the rules

and regulations promulgated thereunder) in connection with the Mergers and the issuance, exchange and listing of Parent Common Stock to

be issued in the Mergers, except that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now

so qualified or file a general consent to service of process in any jurisdiction.

5.2 Company Stockholders’

Meeting.

(a) The Company: (i)

shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Company

Common Stock (the “Company Stockholders’ Meeting”) to vote on a proposal to adopt this Agreement as promptly

as reasonably practicable after the date on which the SEC declares the Form S-4 effective; (ii) shall submit such proposal to such holders

at the Company Stockholders’ Meeting and, unless a Company Triggering Event shall have occurred, shall use its reasonable best efforts

to solicit proxies in favor of such proposal from such holders before the Company Stockholders’ Meeting; and (iii) shall not submit

any other proposal (other than a non-binding advisory proposal regarding compensation that may be paid or become payable to the named

executive officers of the Company in connection with the Mergers, an adjournment proposal or matters of procedure) to such holders in

connection with the Company Stockholders’ Meeting without the prior written consent of Parent. The Company, in consultation with

Parent, shall, after complying with the ‘broker search’ requirements of Rule 14a-13 promulgated under the Exchange Act, set

a record date for Persons entitled to notice of, and to vote at, the Company Stockholders’ Meeting and shall not change such record

date without the prior written consent of Parent; provided that if at any time the current record date for the Company Stockholders’

Meeting, as applicable, is not reasonably likely to satisfy the requirements of the Company’s certificate of incorporation or bylaws

or applicable Legal Requirements, the Company shall, in consultation with Parent, set a new record date and shall continue to comply with

the ‘broker search’ requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.

The Company Stockholders’ Meeting shall be held on a date jointly designated by the Company and Parent (and in any event as promptly

as reasonably practicable after the Form S-4 Registration Statement is declared effective under the Securities Act). The Company shall

ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable

Legal Requirements.

(b) Notwithstanding anything

to the contrary contained in this Agreement: (i) the Company shall not postpone or adjourn the Company Stockholders’ Meeting without

the prior written consent of Parent, other than (A) to the extent required to comply with applicable Legal Requirements (including to

comply with the fiduciary duties of the Company Board of Directors or to ensure that any supplement or amendment to the Joint Proxy

Statement/Prospectus that is required by applicable Legal Requirements is properly disclosed to the Company’s stockholders) or (B)

to the extent necessary to obtain a quorum if, as of the time at which the Company Stockholders’ Meeting is scheduled, there

are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct

the business to be conducted at the Company Stockholders’ Meeting; and (ii) the Company may postpone or adjourn the Company Stockholders’

Meeting if such postponement or adjournment would permit the solicitation of additional proxies in favor of the adoption of this Agreement,

in which case, the Company shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such

proxies in favor of the adoption of this Agreement as soon as reasonably practicable.

Legal Requirements, the Company shall cooperate with Parent and use its reasonable best efforts to cause the Company Stockholders’

Meeting to be held on the same date as the Parent Stockholders’ Meeting.

(d) Subject to Section

5.2(f), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Company’s board of directors unanimously:

(i) determined and believes that this Agreement and the Mergers are advisable and fair to and in the best interests of the Company and

its stockholders; (ii) approved this Agreement and the Contemplated Transactions, including the Mergers, in accordance with the requirements

of the DGCL; and (iii) recommends that the Company’s stockholders vote to adopt this Agreement at the Company Stockholders’

Meeting (the determination described in clause “(i)” above and the recommendation described in clause “(iii)”

above being collectively referred to as the “Company Board Recommendation”). The Company shall ensure that the Joint

Proxy Statement/Prospectus includes the opinion of the financial advisor referred to in Section 2.20.

(e) Except as provided

in Section 5.2(f), neither the Company’s board of directors nor any committee thereof shall: (i) withdraw or modify, or propose

publicly to withdraw or modify, in a manner adverse to Parent, or permit the withdrawal or the modification in a manner adverse to Parent

of, the Company Board Recommendation; (ii) fail to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus; (iii)

fail to publicly recommend within 10 Business Days after the commencement of a tender or exchange offer relating to shares of Company

Common Stock the rejection of such tender or exchange offer and reaffirm the Company Board Recommendation; or (iv) recommend the approval,

acceptance or adoption of, or approve, endorse, accept or adopt, any Company Acquisition Proposal (the actions described in clauses (i)

through (iv) of this Section 5.2(e), a “Company Board Recommendation Change”).

(f) Notwithstanding anything

to the contrary contained in this Agreement (including Section 4.4 and Section 5.2(e)), at any time prior to the adoption

of this Agreement by the Required Company Stockholder Vote, the Company’s board of directors may (x) effect a Company Board Recommendation

Change or (y) terminate this Agreement pursuant to and in accordance with Section 8.1(j) to enter into a definitive written agreement

with respect to a Company Superior Offer if:

(i) either

(A) a Company Intervening Event occurs or (B) (1) an unsolicited, bona fide, written Company Acquisition Proposal is made to the Company

after the date of this Agreement and is not withdrawn, (2) such Company Acquisition Proposal did not result directly or indirectly from

a breach in any material respect of any of the provisions of Section 4.4 or this Section 5.2, and (3) the Company Board

of Directors determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized

reputation and the advice of the Company’s outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior

Offer;

(ii) the Company’s

board of directors determines that, in light of such Company Intervening Event or Company Superior Offer, the failure to effect a Company

Board Recommendation Change or terminate this Agreement pursuant to and in accordance with Section 8.1(j), as applicable, would

reasonably be expected to be inconsistent with its fiduciary duties under applicable Delaware law;

(iii) no less

than five Business Days prior to effecting a Company Board Recommendation Change or terminating this Agreement pursuant to and in accordance

with Section 8.1(j), as applicable, the Company’s board of directors delivers to Parent a written notice (a “Company

Recommendation Change Notice”) stating that the Company intends to effect a Company Board Recommendation Change or terminate

this Agreement pursuant to and in accordance with Section 8.1(j), as applicable, and a description of the reasons for taking such

action;

(iv) throughout

such five-Business Day period, the Company engages (to the extent requested by Parent) in good faith negotiations with Parent to amend

this Agreement in such a manner that the failure to effect a Company Board Recommendation Change or terminate this Agreement pursuant

to and in accordance with Section 8.1(j), as applicable, would not be inconsistent with the fiduciary duties of the Company’s

board of directors under applicable Delaware law; and

(v) at the

time of taking such action, the Company’s board of directors determines in good faith, after taking into account the advice of an

independent financial advisor of nationally recognized reputation and the advice of the Company’s outside legal counsel, that the

failure to take such action would still reasonably be expected to be inconsistent with the fiduciary duties of the Company’s board

of directors under applicable Delaware law in light of such Company Intervening Event or Company Superior Offer; provided, however,

that when making such determination, the Company’s board of directors shall be obligated to consider any changes to the terms of

this Agreement proposed in writing by Parent pursuant to clause “(iv)” above.

For purposes of this Section 5.2(f), any

change in the form or amount of the consideration payable in connection with a Company Superior Offer, and any other material change to

any of the material terms of a Company Superior Offer, will be deemed to be a new Company Superior Offer, requiring a new Company Recommendation

Change Notice and a new advance notice period, except that the advance notice period applicable to any such change to a Company Superior

Offer pursuant to clauses “(iii)” and “(iv)” of this Section 5.2(f) shall be four Business Days rather

than five Business Days. The Company shall ensure that any Company Board Recommendation Change does not have the effect of causing any

corporate Takeover Statute of the State of Delaware or any other state to be applicable to this Agreement, or any of the Contemplated

Transactions.

(g) Nothing contained

in this Agreement (including this Section 5.2) shall prohibit the Company from: (i) taking and disclosing to its stockholders a

position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act; (ii) making any disclosure to its stockholders

if the Company’s board of directors determines in good faith, after having taken into account the advice of the Company’s

outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable Delaware law; or (iii)

making any other disclosure required by applicable Legal Requirements; provided, however, that this Section 5.2(g)

shall not be deemed to permit the Company Board of Directors to withdraw the Company Board Recommendation or to modify the Company Board

Recommendation in a manner adverse to Parent or take any of the actions referred to in Section 5.2(e) except to the extent permitted

by Section 5.2(f) (it being understood and agreed that any disclosure of the type described in this Section 5.2(g), other

than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) of the

Exchange Act, shall be deemed to be a withdrawal of the Company Board Recommendation or a modification of the Company Board Recommendation

in a manner adverse to Parent unless the Company’s board of directors publicly and unanimously reaffirms the Company Board Recommendation

in such disclosure).

(h) The Company agrees

that unless this Agreement is terminated in accordance with Section 8.1, the Company shall not submit any Company Acquisition Proposal

to a vote of its stockholders.

5.3 Parent Stockholders’

Meeting.

(a) Parent: (i) shall

take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Parent

Common Stock (the “Parent Stockholders’ Meeting”) to vote on a proposal to approve the issuance of Parent Common

Stock (the “Parent Stock Issuance”) pursuant to and in accordance with this Agreement (the “Parent Stock Issuance

Proposal”) as promptly as reasonably practicable after the date on which the SEC declares the Form S-4 effective; (ii) shall

submit such proposal to such holders at the Parent Stockholders’ Meeting and, unless a Parent Triggering Event shall have occurred,

shall use its reasonable best efforts to solicit proxies in favor of such proposal from such holders before the Parent Stockholders’

Meeting; and (iii) shall not submit any other proposal (other than an adjournment proposal or matters of procedure) to such holders in

connection with the Parent Stockholders’ Meeting without the prior written consent of the Company. Parent, in consultation with

the Company, shall, after complying with the ‘broker search’ requirements of Rule 14a-13 promulgated under the Exchange Act,

set a record date for Persons entitled to notice of, and to vote at, the Parent Stockholders’ Meeting and shall not change such

record date without the prior written consent of the Company; provided that if at any time the current record date for the Parent Stockholders’

Meeting, as applicable, is not reasonably likely to satisfy the requirements of Parent’s certificate of incorporation or bylaws

or applicable Legal Requirements, Parent shall, in consultation with the Company, set a new record date and shall continue to comply with

the ‘broker search’ requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.

The Parent Stockholders’ Meeting shall be held on a date jointly designated by Parent and the Company (and in any event as promptly

as reasonably practicable after the Form S-4 Registration Statement is declared effective under the Securities Act). Parent shall ensure

that all proxies solicited in connection with the Parent Stockholders’ Meeting are solicited in compliance with all applicable Legal

Requirements.

(b) Notwithstanding anything

to the contrary contained in this Agreement: (i) Parent shall not postpone or adjourn the Parent Stockholders’ Meeting without the

prior written consent of the Company, other than (A) to the extent required to comply with applicable Legal Requirements (including to

comply with the fiduciary duties of the Parent Board of Directors or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus

that is required by applicable Legal Requirements is properly disclosed to Parent’s stockholders) or (B) to the extent necessary

to obtain a quorum if, as of the time at which the Parent Stockholders’ Meeting is scheduled, there are insufficient shares of Parent

Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the

Parent Stockholders’ Meeting; and (ii) Parent may postpone or adjourn the Parent Stockholders’ Meeting if such postponement

or adjournment would permit the solicitation of additional proxies in favor of the adoption of the Parent Stock Issuance, in which case,

Parent shall use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of

the Parent Stock Issuance as soon as reasonably practicable.

Legal Requirements, Parent shall cooperate with the Company and use its reasonable best efforts to cause the Parent Stockholders’

Meeting to be held on the same date as the Company Stockholders’ Meeting.

(d) Subject to Section

5.3(f), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Parent Board of Directors unanimously:

(i) determined and believes that this Agreement and the Mergers are advisable and fair to and in the best interests of Parent and its

stockholders; (ii) approved this Agreement and the Contemplated Transactions, including the Mergers, in accordance with the requirements

of the DGCL; and (iii) recommends that Parent’s stockholders vote to approve the Parent Stock Issuance at the Parent Stockholders’

Meeting (the determination described in clause “(i)” above and the recommendation described in clause “(iii)”

above being collectively referred to as the “Parent Board Recommendation”). Parent shall ensure that the Joint Proxy

Statement/Prospectus includes the opinions of the financial advisors referred to in Section 3.21.

(e) Except as provided

in Section 5.3(f), neither the Parent Board of Directors nor any committee thereof shall: (i) withdraw or modify, or propose publicly

to withdraw or modify, in a manner adverse to the Company, or permit the withdrawal or the modification in a manner adverse to the Company

of, the Parent Board Recommendation; (ii) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus; (iii)

fail to publicly recommend within 10 Business Days after the commencement of a tender or exchange offer relating to shares of Parent Common

Stock the rejection of such tender or exchange offer and reaffirm the Parent Board Recommendation; or (iv) recommend the approval, acceptance

or adoption of, or approve, endorse, accept or adopt, any Parent Acquisition Proposal (the actions described in clauses (i) through (iv)

of this Section 5.3(e), a “Parent Board Recommendation Change”).

(f) Notwithstanding anything

to the contrary contained in this Agreement (including Section 4.4 and Section 5.3(e)), at any time prior to the approval

of the Parent Stock Issuance by the Required Parent Stockholder Vote, the Parent Board of Directors may (x) effect a Parent Board Recommendation

Change or (y) terminate this Agreement pursuant to and in accordance with Section 8.1(k) to enter into a definitive written agreement

with respect to a Parent Superior Offer if:

(i) either

(A) a Parent Intervening Event occurs or (B) (1) an unsolicited, bona fide, written Parent Acquisition Proposal is made to Parent after

the date of this Agreement and is not withdrawn, (2) such Parent Acquisition Proposal did not result directly or indirectly from a breach

in any material respect of any of the provisions of Section 4.4 or this Section 5.3, and (3) the Parent Board of Directors

determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation

and the advice of Parent’s outside legal counsel, that such Parent Acquisition Proposal constitutes a Parent Superior Offer;

(ii) the Parent

Board of Directors determines that, in light of such Parent Intervening Event or Parent Superior Offer, the failure to effect a Parent

Board Recommendation Change or terminate this Agreement pursuant to and in accordance with Section 8.1(k), as applicable, would

reasonably be expected to be inconsistent with its fiduciary duties under applicable Delaware law;

(iii) no less

than five Business Days prior to effecting a Parent Board Recommendation Change or terminating this Agreement pursuant to and in accordance

with Section 8.1(k), as applicable, the Parent Board of Directors delivers to the Company a written notice (a “Parent

Recommendation Change Notice”) stating that Parent intends to effect a Parent Board Recommendation Change or terminate this

Agreement pursuant to and in accordance with Section 8.1(k), as applicable, and a description of the reasons for taking such action;

(iv) throughout

such five-Business Day period, Parent engages (to the extent requested by the Company) in good faith negotiations with the Company to

amend this Agreement in such a manner that the failure to effect a Parent Board Recommendation Change or terminate this Agreement pursuant

to and in accordance with Section 8.1(k), as applicable, would not be inconsistent with the fiduciary duties of the Parent Board

of Directors under applicable Delaware law; and

(v) at the

time of taking such action, the Parent Board of Directors determines in good faith, after taking into account the advice of an independent

financial advisor of nationally recognized reputation and the advice of Parent’s outside legal counsel, that the failure to take

such action would still reasonably be expected to be inconsistent with the fiduciary duties of the Parent Board of Directors under applicable

Delaware law in light of such Parent Intervening Event or Parent Superior Offer; provided, however, that when making such

determination, the Parent Board of Directors shall be obligated to consider any changes to the terms of this Agreement proposed in writing

by the Company pursuant to clause “(iv)” above.

For purposes of this Section 5.3(f), any

change in the form or amount of the consideration payable in connection with a Parent Superior Offer, and any other material change to

any of the material terms of a Parent Superior Offer, will be deemed to be a new Parent Superior Offer, requiring a new Parent Recommendation

Change Notice and a new advance notice period, except that the advance notice period applicable to any such change to a Parent Superior

Offer pursuant to clauses “(iii)” and “(iv)” of this Section 5.3(f) shall be four Business Days rather

than five Business Days. Parent shall ensure that any Parent Board Recommendation Change does not have the effect of causing any corporate

Takeover Statute of the State of Delaware or any other state to be applicable to this Agreement, or any of the Contemplated Transactions.

(g) Nothing contained

in this Agreement (including this Section 5.3) shall prohibit Parent from: (i) taking and disclosing to its stockholders a position

contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act; (ii) making any disclosure to its stockholders if the

Parent Board of Directors determines in good faith, after having taken into account the advice of Parent’s outside legal counsel,

that the failure to do so would be inconsistent with its fiduciary duties under applicable Delaware law; or (iii) making any other disclosure

required by applicable Legal Requirements; provided, however, that this Section 5.3(g) shall not be deemed to permit

the Parent Board of Directors to withdraw the Parent Board Recommendation or to modify the Parent Board Recommendation in a manner adverse

to the Company or take any of the actions referred to in Section 5.3(e) except to the extent permitted by Section 5.3(f)

(it being understood and agreed that any disclosure of the type described in this Section 5.3(g), other than a “stop, look

and listen” communication or similar communication of the type contemplated by Section 14d-9(f) of the Exchange Act, shall be deemed

to be a withdrawal of the Parent Board Recommendation or a modification of the Parent Board Recommendation in a manner adverse to the

Company unless the Parent Board of Directors publicly and unanimously reaffirms the Parent Board Recommendation in such disclosure).

(h) Parent agrees that

unless this Agreement is terminated in accordance with Section 8.1, Parent shall not submit any Parent Acquisition Proposal to

a vote of its stockholders.

5.4 Treatment of Company

Equity Awards.

(a) At the Closing, by

virtue of the Mergers and without any action on the part of any Person, each Company RSU held by an individual who is party to a Company

Change in Control Agreement or a non-employee director and each Company RSU granted in 2024 (a “Single-Trigger Company RSU”),

whether vested or unvested, that is outstanding immediately prior to the First Merger Effective Time shall accelerate and vest in full

and be canceled and converted into the right to receive the Merger Consideration in accordance with Section 1.6(a), subject to

withholding of any applicable income and employment Taxes required by applicable Legal Requirements. Following the Closing, any payments

in respect of canceled Single-Trigger Company RSUs described in this Section 5.4(a), shall be made by the Surviving Company within

10 Business Days after the Closing or at such other time or times following the Closing consistent with the terms of the Single-Trigger

Company RSU to the extent necessary to avoid the imposition of additional income Tax under Section 409A of the Code.

(b) At the Closing, by

virtue of the Mergers and without any action on the part of any Person, each Company RSU other than any Single-Trigger Company RSU, that

is outstanding and unvested immediately prior to the First Merger Effective Time shall be assumed and converted into a number of Parent

restricted stock units, rounded up to the nearest whole share, equal to the product of (i) the number of shares of Company Common Stock

subject to such Company RSU, multiplied by (ii) the Conversion Ratio (each such assumed Company RSU, as so adjusted, a “Converted

RSU”). Each Converted RSU issued pursuant to this Section 5.4(b) shall vest pursuant to the vesting schedule underlying

the corresponding Company RSU; provided, that if any holder of a Converted RSU is terminated without Cause or resigns for Good

Reason (each as defined in Part 5.4(b) of the Company Disclosure Schedule), in each case, prior to the vesting of such Converted RSUs,

such holder’s Converted RSUs shall immediately vest in full on the date of such termination. Each Converted RSU shall otherwise

be subject to the same terms and conditions, as were applicable under the corresponding Company RSU prior to the Closing and, once vested,

shall be settled in Parent Common Stock, subject to withholding of any applicable income and employment Taxes required by applicable Legal

Requirements.

virtue of the Mergers and without any action on the part of any Person, each Company PSU held by an individual who is party to a Company

Change in Control Agreement and each Company PSU granted in 2024 (a “Single-Trigger Company PSU”), whether vested or

unvested, that is outstanding immediately prior to the First Merger Effective Time shall accelerate and vest, with the number of shares

of Company Common Stock subject to such Company PSU determined based on the performance objectives underlying such Single-Trigger Company

PSU: (x) in the case of Company PSUs granted in 2025, being deemed achieved at 300% of the target performance level applicable to such

Company PSUs and (y) in the case of Company PSUs granted in 2024 and 2026, being deemed achieved at 200% of the target performance level

applicable to such Company PSUs and, in each case of clauses (x) and (y), be canceled and converted into the right to receive the Merger

Consideration in accordance with Section 1.6(a), subject to withholding of any applicable income and employment Taxes required

by applicable Legal Requirements.

(d) Except as provided

in Part 5.4 of the Company Disclosure Schedule, at the Closing, by virtue of the Mergers and without any action on the part of

any Person, each Company PSU other than any Single-Trigger Company PSU, that is outstanding and unvested immediately prior to the First

Merger Effective Time shall be assumed and converted into a number of Parent restricted stock units, rounded up to the nearest whole share,

equal to the product of (i) the number of shares of Company Common Stock subject to such Company PSU determined based on the performance

objectives underlying such Company PSU: (x) in the case of Company PSUs granted in 2025, being deemed achieved at 300% of the target performance

level applicable to such Company PSUs and (y) in the case of Company PSUs granted in 2026, being deemed achieved at 200% of the target

performance level applicable to such Company PSUs, multiplied by (ii) the Conversion Ratio (each such assumed Company PSU, as so

adjusted, a “Converted PSU”). Converted PSUs issued pursuant to this Section 5.4(d) shall vest pursuant to the

vesting schedule underlying the corresponding Company PSU, in each case, subject only to the continued service of the grantee with the

Surviving Company, Parent or any of their respective Affiliates through the applicable vesting date; provided, that if any holder

of a Converted PSU is terminated without Cause or resigns for Good Reason (each as defined in Part 5.4(b) of the Company Disclosure Schedule),

in each case, prior to such applicable vesting date, such holder’s Converted PSUs shall immediately vest in full on the date of

such termination. Each Converted PSU shall otherwise be subject to the same terms and conditions as were applicable under the corresponding

Company PSU prior to the Closing and, once vested, shall be settled in Parent Common Stock, subject to withholding of any applicable income

and employment Taxes required by applicable Legal Requirements.

(e) At the Closing, by

virtue of the Mergers and without any action on the part of any Person, each In-the-Money Company Option, whether vested or unvested,

that is outstanding immediately prior to the First Merger Effective Time shall accelerate and vest in full and be canceled and converted

into a number of shares of Company Common Stock equal to the product of (i) the number of shares of Company Common Stock applicable to

such In-the-Money Company Option, multiplied by (ii) the difference between (x) the Company Measurement Price and (y) the per share exercise

price applicable to such In-the-Money Company Option, divided by the Company Measurement Price, with any fractional shares rounded up

to the nearest whole share of Company Common Stock, and such amount shall, in turn, be canceled and converted into the right to receive

the Merger Consideration in accordance with Section 1.6(a), subject to withholding of any applicable income and employment Taxes

required by applicable Legal Requirements to be withheld, and each Out-of-the-Money Company Option, whether vested or unvested shall be

canceled for no consideration.

(f) Prior to the Closing,

each of Parent and the Company shall take all actions necessary (including obtaining any required consents) to effectuate the provisions

set forth in this Section 5.4(f); provided, however, that no such action taken shall be required to be irrevocable

until immediately prior to the Closing. Parent agrees to file, as soon as reasonably practicable following the Closing, a registration

statement on Form S-8 (if available for use by Parent) with respect to the shares of Parent Common Stock issuable with respect to Converted

PSUs and Converted RSUs, in each case that are eligible to be registered on Form S-8, and shall use reasonable best efforts to maintain

the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein)

for so long as the Converted PSUs and Converted RSUs assumed in accordance with this Agreement remain outstanding.

5.5 Treatment of Company

ESPP. As soon as practicable after the date of this Agreement, the Company shall take all action that may be necessary to provide

that: (a) no new offering period (or similar period during which shares may be purchased) shall commence under the Company ESPP following

the date of this Agreement; (b) participants in the Company ESPP as of the date of this Agreement may not increase their payroll deductions

under the Company ESPP from those in effect on the date of this Agreement; and (c) no new participants may commence participation in the

Company ESPP following the date of this Agreement. Without limiting the generality of the foregoing, as soon as reasonably practicable

after the date of this Agreement (but in any event prior to the Closing), the Company shall take such action as may be necessary to: (i)

cause any offering period (or similar period during which shares may be purchased) in progress under the Company ESPP as of the date of

this Agreement to be the final offering period under the Company ESPP and to be terminated no later than three Business Days prior to

the anticipated Closing Date (the “Final Exercise Date”); (ii) make any pro-rata adjustments that may be necessary

to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as

a fully effective and completed offering period for all purposes under the Company ESPP; (iii) cause each participant’s then-outstanding

share purchase right under the Company ESPP (the “Company ESPP Rights”) to be exercised as of the Final Exercise Date;

and (iv) terminate the Company ESPP as of the Closing. On the Final Exercise Date, the funds credited as of such date under the Company

ESPP within the associated accumulated payroll withholding account for each participant under the Company ESPP shall be used to purchase

shares of Company Common Stock in accordance with the terms of the Company ESPP (as amended pursuant to this Section 5.5), and

each share purchased thereunder immediately prior to the Closing will be canceled at the Closing and converted into the right to receive

the Merger Consideration in accordance with Section 1.6(a), subject to withholding of any applicable income and employment withholding

Taxes. Any accumulated contributions of each participant under the Company ESPP as of immediately prior to the Closing shall, to the extent

not used to purchase shares in accordance with the terms and conditions of the Company ESPP (as amended pursuant to this Section 5.5),

be refunded to such participant as promptly as practicable following the Closing (without interest). No further Company ESPP Rights shall

be granted or exercised under the Company ESPP after the Final Exercise Date. The Company shall provide timely notice to participants

of the setting of the Final Exercise Date and the termination of the Company ESPP in accordance with the terms of the Company ESPP.

5.6 Employee Benefits.

(a) For a period beginning

at the Closing and continuing for the period ending 12 months after the Closing (the “Continuation Period”) or, if

earlier, the date of termination of the relevant employee, Parent shall provide, or shall cause to be provided, to each employee of the

Company as of immediately prior to the Closing who, in each case, remains employed with the Company, Parent or any of their Subsidiaries

following the Closing (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate that is no less favorable

than that provided to the applicable Continuing Employee immediately prior to the Closing, (ii) annual and short-term cash incentive opportunities

that are, in the aggregate, no less favorable than those provided to the applicable Continuing Employee immediately prior to the Closing,

(iii) severance benefits that are no less favorable than those set forth in Part 5.6(a) of the Company Disclosure Schedule and (iv) other

employee benefits (excluding equity compensation, deferred compensation, defined benefit pension plans, post-employment health and welfare

programs, transaction or retention incentives and severance) substantially comparable in the aggregate to those provided to the applicable

Continuing Employee immediately prior to the Closing. Notwithstanding the foregoing, neither Parent nor any of its affiliates shall be

obligated to continue to employ any Continuing Employee for any specific period of time following the Closing.

(b) For all purposes

under the employee benefit plans of Parent or its Affiliates providing benefits to Continuing Employees after the Closing (the “New

Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its predecessors before

the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar

Company Employee Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing;

provided that the foregoing shall not apply with respect to retiree medical or welfare plans, benefit accrual under any defined benefit

pension plan, or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality

of the foregoing, (i) Parent shall use reasonable best efforts to cause each Continuing Employee and his or her eligible dependents to

be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan

replaces coverage under a comparable Company Employee Plan in which such Continuing Employee participated immediately before the Closing

(such plans collectively, as applicable, the “Old Plans”) and (ii) for purposes of each New Plan providing medical,

dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent shall use reasonable best efforts to cause (A) all pre-existing

condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents,

unless such conditions would not have been waived under the comparable Old Plan in which such employee participated immediately prior

to the Closing and (B) any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan

year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account

under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee

and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

employee notification or consultation requirements are imposed by applicable Legal Requirements with respect to any of the Contemplated

Transactions, Parent and the Company shall consult with each other to ensure that such notification or consultation requirements are complied

with prior to the Closing. None of Parent, the Company nor any of their respective Subsidiaries shall make any material written or broad-based

oral communications to any of their respective employees or other individual service providers prior to the Closing regarding post-Closing

employment matters, including post-Closing employee benefits and compensation or other compensation or benefits matters related to or

impacted by any of the Contemplated Transactions (whether alone or in combination with additional events), including the matters described

in this Section 5.6, without first providing the other party with a copy of the intended communication for its reasonable review

and comment.

(d) If annual bonuses

in respect of the Company’s 2026 fiscal year have not been paid prior to the Closing Date, the Company may, on the Closing Date,

(or if the Company does not do so, Parent shall, or shall cause the Surviving Company to) pay each Continuing Employee a full year 2026

annual bonus in an amount equal to the full annual bonus to which such Continuing Employee would be entitled based on the greater of target

or actual performance (determined based on a truncated performance period ending on the Closing Date) under the applicable bonus arrangements

of the Company in effect as of the date of this Agreement, with such bonus payments to be made upon the Closing.

(e) Notwithstanding any

provision in this Agreement to the contrary, nothing in this Section 5.6 (whether express or implied) shall (i) create any third-party

rights in any Person, including any current or former director, officer, employee or other service provider of the Company or its Affiliates

or any participant in any Company Employee Plan, employee benefit plan of Parent or its Affiliates or other employee benefit plan, agreement

or other arrangement (or any beneficiaries or dependents thereof), (ii) be considered or deemed to establish, amend or modify any Company

Employee Plan, employee benefit plan of Parent or its Affiliates or any other benefit or compensation plan, program, policy, agreement

or arrangement or (iii) prohibit or limit the ability of Parent, the Company or their Affiliates to amend, modify or terminate any Company

Employee Plan, employee benefit plan of Parent or its Affiliates or any other benefit or compensation plan, program, policy, agreement

or arrangement.

5.7 Indemnification of Officers

and Directors.

(a) All rights to indemnification

by the Company existing in favor of those Persons who are now, or have been at any time prior to the Closing, directors, officers, managers,

members, fiduciaries, trustees, employees or agents of any Company Entity or of any other Person at the request of any Company Entity

(the “Company Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Closing,

as provided in the Company’s or the applicable Company Entity’s certificate of incorporation, bylaws or other organizational

documents (as in effect as of the date of this Agreement) and as provided in those indemnification agreements between a Company Entity

and such Company Indemnified Persons (as in effect as of the date of this Agreement) Made Available to Parent, will survive the Mergers

and continue in full force and effect (to the extent such rights to indemnification are available under and consistent with applicable

Delaware law) for a period of six years following the date on which the Mergers become effective. In furtherance of the foregoing, from

and after the Closing until the sixth anniversary thereof, Parent and the Surviving Company shall not, and shall not permit any other

Company Entity to, amend, modify, waive or otherwise alter the rights to indemnification set forth in any Company Entity’s certificate

of incorporation, bylaws or other organizational documents in any manner that would be adverse to the Company Indemnified Persons and

Parent and the Surviving Company shall, to the fullest extent permitted under applicable Delaware law, indemnify and hold harmless, and

advance expenses (including reasonable attorneys’ fees) as incurred (subject to a customary undertaking to repay such advances if

it is ultimately determined in a final, non-appealable judgment that such Person is not entitled to indemnification) to, each Company

Indemnified Person against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages

or liabilities incurred arising out of or pertaining to such Company Indemnified Person’s service as a director or officer of any

Company Entity at or prior to the Closing, including in connection with this Agreement and the Contemplated Transactions.

(b) From the date on

which the Closing occurs until the sixth anniversary of such date, Parent and the Surviving Company shall maintain in effect, for the

benefit of the Company Indemnified Persons with respect to their acts and omissions as directors and officers occurring prior to the Closing,

the existing policies of directors’ and officers’ liability insurance maintained by Parent and the Company, respectively,

as of the date of this Agreement (and with respect to those policies maintained by the Company, in the form Made Available to Parent)

(the “Existing D&O Policies”), except that neither Parent nor the Surviving Company will be required to pay annual

premiums for such Existing D&O Policy (or for any substitute policies) in excess of 300% of the annual premium paid prior to the date

of this Agreement for the Existing D&O Policy (the “Maximum Premium”). The Surviving Company or, prior to the Closing,

the Company shall have the right to purchase a pre-paid, non-cancellable “tail” policy on any Existing D&O Policy for

a claims reporting or discovery period of six years from the Closing Date and otherwise on terms and conditions that are no less favorable

than the terms and conditions of the applicable Existing D&O Policy; provided, however, that neither Parent nor the

Surviving Company shall be obligated to, and the Company shall not (without the prior written consent of Parent), expend an amount for

such “tail” policy in excess of the Maximum Premium. If such “tail” policy is purchased by the Surviving Company

(a “Tail Policy Purchaser”), such Tail Policy Purchaser shall, and Parent shall cause such Tail Policy Purchaser to,

maintain such “tail” policy in full force and effect in lieu of all other obligations of such Tail Policy Purchaser under

the first sentence of this Section 5.7(b).

this Section 5.7 are intended to be for the benefit of, and will be enforceable by each of the Company Indemnified Persons, who

are intended third-party beneficiaries of this Section 5.7 from and after the Closing.

5.8 Regulatory Approvals

and Related Matters.

(a) Each of Parent and

the Company shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement (but in no event later

than (i) 10 Business Days after the date hereof with respect to the HSR Act and (ii) 20 Business Days with respect to the other Regulatory

Approvals), all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the

Mergers and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental

Body. Without limiting the generality of the foregoing:

(i) the Company

and Parent shall: (A) promptly after the date of this Agreement, prepare, file and submit the notifications, reports and other documents

required under (i) the HSR Act or otherwise required for the Regulatory Approvals; and (B) respond as promptly as practicable to (1) any

inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation

and (2) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in

connection with the Regulatory Approvals; and

(ii) except

to the extent Parent and the Company reasonably determine otherwise, each party shall (A) as soon as possible after a Requesting Authority

asserts or attempts to assert jurisdiction over, or requests, requires or attempts to require a filing or submission relating to, the

Mergers or any of the other Contemplated Transactions, and consistent with any Legal Requirement, file and submit (in accordance with

each Legal Requirement that may be applicable or that such Requesting Authority asserts to be applicable) all notices, reports and other

documents required or requested by such Requesting Authority to be filed or submitted on behalf of such party, and (B) respond as promptly

as possible to any inquiries or requests received from such Requesting Authority for additional information or documentation.

(b) Subject to the confidentiality

provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other party with any information which

may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its

obligations or the obligations of its Subsidiaries set forth in) Section 5.8(a). Pursuant to and in accordance with the other terms

and conditions of this Section 5.8, Parent following consultation with the Company in good faith and taking into account the Company’s

reasonable input: (i) shall control devising and implementing the strategy of the parties with respect to seeking any actions or Consents

of any Governmental Body (including any Requesting Authority) with respect to the Mergers and the other Contemplated Transactions and

coordinating any contacts with any Governmental Body; and (ii) shall take the lead in all meetings and communications with any Governmental

Body in connection with obtaining any such action or Consent. No party shall agree to extend any waiting period or refile under any applicable

Legal Requirement, including any Antitrust Law or any FDI Law (except with the prior written consent of the other party hereto, such consent

not to be unreasonably withheld, conditioned or delayed).

by applicable Legal Requirements or any Governmental Body, and subject to Section 5.8(b) and the confidentiality provisions of

the Confidentiality Agreement, each party shall: (i) consult with the other party in good faith prior to taking a position with respect

to any filing or submission required by Section 5.8(a); (ii) permit the other party to review and discuss in advance, and consider

in good faith the views of the other party in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers,

arguments, opinions or proposals before making or submitting any of the foregoing to any Governmental Body on behalf of any party hereto

in connection with any filing or submission required by Section 5.8(a) or any Legal Proceeding involving a Governmental Body with

regulatory authority related to this Agreement or any of the Contemplated Transactions; (iii) coordinate with the other party in preparing

and exchanging such information; (iv) not participate in material oral communications or meetings with any Governmental Body without giving

the other party and its counsel the opportunity to participate therein, except to the extent that competitively sensitive information

may be discussed, in which case the parties will allow external legal counsel for the other party to participate; and (v) promptly provide

the other party (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions,

proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental

Body in connection with any filing or submission required by Section 5.8(a).

(d) Each party shall

notify the other party as promptly as possible and in any event within two (2) Business Days upon the receipt of: (i) any communication

from any official of any Governmental Body in connection with any filing or submission made pursuant to this Agreement; (ii) knowledge

of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Mergers or

any of the other Contemplated Transactions (and shall keep the other party informed as to the status of any such Legal Proceeding or threat);

(iii) any request by any official of any Governmental Body for any amendment or supplement to any filing or submission made pursuant to

this Agreement or any information required to comply with any Legal Requirement applicable to the Mergers or any of the other Contemplated

Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing or submission made

pursuant to Section 5.8(a), each party shall (promptly upon learning of the occurrence of such event) inform the other party of

the occurrence of such event and cooperate in filing with or submitting to the applicable Governmental Body such amendment or supplement.

(e) Subject to Section

5.2(f) and Section 5.3(f), as applicable, each of Parent and the Company shall use its reasonable best efforts to take, or

cause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions on a timely

basis. Without limiting the generality of the foregoing, each party: (i) shall make all filings (if any), give all notices (if any) and

provide all information (if any) required to be made, given or provided by such party in connection with the Mergers or any of the other

Contemplated Transactions; (ii) shall consult with such party’s employees to the extent required under any applicable Legal Requirement

in connection with the Mergers or any of the other Contemplated Transactions; (iii) shall use its reasonable best efforts to obtain each

Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement) by such party in connection with the Mergers or

any of the other Contemplated Transactions; and (iv) shall propose, negotiate, commit to or effect, by consent decree, hold separate order

or otherwise, the sale, divestiture, disposition or license (or similar arrangement) of, or limit Parent’s freedom of action with

respect to, any of the businesses, product lines or assets of any Parent Entity or any Company Entity, or the termination of existing

relationships, contractual rights or obligations or the creation of new relationships, contractual rights or obligations, or otherwise

propose, proffer or agree to any other requirement, obligation, condition, limitation or restriction on any of the businesses, product

lines or assets of any Parent Entity or any Company Entity, in each case, necessary or advisable to obtain each Consent required to be

obtained or to remove or resolve any pending litigation, injunction or other legal bar to the Mergers or any of the other Contemplated

Transactions (any of the foregoing, a “Remedial Action”); provided, however, that nothing in this Section 5.8(e)

shall require Parent or any of its Subsidiaries to propose, negotiate, commit to or effect any Remedial Action, and the Company and its

Subsidiaries shall not take any such Remedial Actions without the prior written consent of Parent, that (i) is not conditioned upon the

consummation of the Mergers, (ii) solely with respect with to the jurisdiction set forth on Part 5.8(e) of the Company Disclosure Schedule

(the “Specified Jurisdiction”), would reasonably be expected to have, individually or in the aggregate with all other

Remedial Actions required to be taken under this Section 5.8(e) with respect to the Specified Jurisdiction, a material negative

impact on the business, financial condition or results of the combined businesses of the Company Entities and the Parent Entities with

respect to the Specified Jurisdiction, (iii) with respect to all jurisdictions other than the Specified Jurisdiction, would reasonably

be expected to have, individually or in the aggregate with all other Remedial Actions required to be taken under this Section 5.8(e)

with respect to all such other jurisdictions, a material negative impact on the business, financial condition or results of the operations

of the Company Entities, taken as a whole, or the Parent Entities, taken as a whole, or (iv) would require Parent to obtain the consent

of RemainCo under the Tax Matters Agreement (it being acknowledged and agreed that no Remedial Action with respect to the Company or any

other Company Entity shall require the consent of RemainCo under the Tax Matters Agreement). Each party shall consult with the other party

with respect to all of the matters contemplated by this Section 5.8(e), and will keep the other party apprised of the status of

matters relating to the consummation of the Contemplated Transactions.

(f) During the Pre-Closing

Period, each party shall not, and shall cause its Subsidiaries not to, take any action that would reasonably be expected to hinder, materially

delay or prevent the obtaining of any Consent or the expiration of the waiting period under the HSR Act or any Regulatory Approval or

clearance of any Governmental Body pursuant to any applicable foreign Legal Requirement including any Antitrust Law or FDI Law.

5.9 Disclosure. Parent

and the Company: (a) have agreed to the text of the joint press release and investor relations presentation announcing the signing

of this Agreement; and (b) shall consult with each other before issuing any further press release or otherwise making any public

statement with respect to the Merger or any of the other Contemplated Transactions, and shall not issue any such press release or make

any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned

or delayed. Notwithstanding the foregoing: (i) each of Parent and the Company may, without such consultation or consent, make any

public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal

announcements to employees, so long as such statements or announcements are consistent with (and not materially expansive of) previous

press releases, public disclosures or public statements or announcements made jointly by the parties (or individually, if approved by

the other party); (ii) Parent or the Company may, without the prior consent of the other party, issue any such press release or make

any such public announcement or statement as may be required by a Legal Requirement or rules of any applicable stock exchange if it first

notifies and consults with the other party prior to issuing any such press release or making any such public announcement or statement;

(iii) the Company need not consult with (or obtain the consent of) Parent in connection with any press release, public statement

or filing to be issued or made with respect to any Company Acquisition Proposal or any modification or withdrawal of the Company Board

Recommendation in accordance with Section 5.2; (iv) Parent need not consult with (or obtain the consent of) Company in

connection with any press release, public statement or filing to be issued or made with respect to any Parent Acquisition Proposal or

any modification or withdrawal of the Parent Board Recommendation in accordance with Section 5.3; (v) neither Parent

nor the Company need consult with (or obtain the consent of) the other party in connection with any press release, public statement or

filing in connection with any Legal Proceeding between Parent and the Company related to this Agreement or any of the Contemplated Transactions;

and (vi) the restrictions set forth in this Section 5.9 shall be subject to Section 5.17(i) with respect to the sharing

of confidential information with the Financing Sources and potential financing sources in connection with the Debt Financing.

5.10 Resignation of Officers

and Directors. The Company shall use reasonable best efforts to obtain and deliver to Parent at or prior to the Closing (or, at the

option of Parent, at a later date) the resignation of each officer or director of the Company Entities identified by Parent prior to the

Closing, effective as of the Closing (it being understood that (a) such resignation shall not constitute a voluntary termination of employment

under any Company Employee Plan applicable to such individual’s status as an officer or director of a Company Entity and (b) obtaining

such resignations shall not in any event be a condition to the consummation of the parties obligations to effect the Mergers and consummate

the Contemplated Transactions at the Closing).

5.11 Delisting. Prior

to the Closing, the parties shall cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken,

all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under applicable

Legal Requirements (including the New York Stock Exchange rules) to enable the de-listing by the Surviving Company of the Company Common

Stock from the New York Stock Exchange and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable

after the Closing.

5.12 Nasdaq Listing.

Parent shall use its reasonable best efforts to cause to be approved for listing (subject to official notice of issuance) on Nasdaq at

or prior to the Closing (a) the shares of Parent Common Stock to be issued in connection with the Mergers and (b) the shares of Parent

Common Stock to be reserved upon settlement or exercise of equity awards in respect of Parent Common Stock.

5.13 Section 16 Matters.

Prior to the Closing, Parent and the Company shall take all steps that may be required to cause any dispositions of Company Common Stock

(including derivative securities with respect to Company Common Stock) or Parent Common Stock (including derivative securities with respect

to Parent Common Stock) resulting from the Mergers and the matters contemplated by Section 5.3(h) and Section 5.4(a) by

each individual who is, or as a result of the Contemplated Transactions will be, subject to the reporting requirements of Section 16(a)

of the Exchange Act with respect to Parent or the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent

permitted by applicable Legal Requirements.

5.14 Stockholder Litigation.

Each party shall promptly notify the other party in writing of, and shall give the other party the opportunity to participate fully and

actively in the defense and settlement of, any stockholder claim or litigation (including any class action or derivative litigation) against

or otherwise involving the parties and/or any of its directors or officers relating to this Agreement, the Mergers or any of the other

Contemplated Transactions. No compromise or full or partial settlement of any such claim or litigation shall be agreed to by any party

without the other party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

5.15 Takeover Statutes and

Rights. If any Takeover Statute is or may become applicable to this Agreement or the Mergers or any of the other Contemplated Transactions,

each party and the board of directors of such party shall use their reasonable best efforts to grant such approvals and take such actions

as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and

otherwise act to eliminate or minimize the effects of such Takeover Statute on this Agreement, the Mergers and the other Contemplated

Transactions.

5.16 Tax Matters.

(a) For United States

federal income Tax purposes, the parties intend that the Integrated Transaction be treated as a “reorganization” within the

meaning of Section 368(a) of the Code (the “Intended Tax Treatment”) and this Agreement shall be, and hereby is, adopted

as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations

Sections 1.368-2(g) and 1.368-3(a), to which Parent, Merger Sub One, Merger Sub Two and the Company are parties under Section 368(b) of

the Code. Each of Parent and the Company will (and will cause its Subsidiaries to) use its reasonable best efforts to cause the Mergers

to qualify, and will not take or knowingly fail to take any action (and will cause its Subsidiaries not to take or knowingly fail to take

any action) which action or failure to act would reasonably be expected to impede or prevent the Mergers from qualifying for the Intended

Tax Treatment. The parties will not take any tax reporting position inconsistent with the Intended Tax Treatment unless otherwise required

by a “determination” within Section 1313(a) of the Code.

(b) Parent shall use

its reasonable best efforts to (i) obtain the opinion of counsel referred to in Section 6.10 and (ii) deliver to Paul, Weiss, Rifkind,

Wharton & Garrison LLP (or such other counsel rendering such opinion), counsel to the Company, and Hogan Lovells Cadwalader US LLP

(or such other counsel rendering such opinion), counsel to Parent, tax representation letters, dated as of the effective date of the Form

S-4 Registration Statement and the Closing Date, respectively, and signed by an officer of Parent, in form and substance mutually agreeable

to Parent and the Company, containing representations of Parent as shall be reasonably necessary or appropriate to enable Paul, Weiss,

Rifkind, Wharton & Garrison LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form

S-4 Registration Statement and on the Closing Date, respectively, as described in Section 7.10, and Hogan Lovells Cadwalader US

LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form S-4 Registration Statement and

on the Closing Date, respectively, as described in Section 6.10.

use its reasonable best efforts to (i) obtain the opinion of counsel referred to in Section 7.10 and (ii) deliver to Hogan Lovells

Cadwalader US LLP (or such other counsel rendering such opinion), counsel to Parent, and Paul, Weiss, Rifkind, Wharton & Garrison

LLP (or such other counsel rendering such opinion), counsel to the Company, tax representation letters, dated as of the effective date

of the Form S-4 Registration Statement and the Closing Date, respectively, and signed by an officer of the Company, in form and substance

mutually agreeable to the Company and Parent, containing representations of the Company as shall be reasonably necessary or appropriate

to enable Hogan Lovells Cadwalader US LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of

the Form S-4 Registration Statement and on the Closing Date, respectively, as described in Section 6.10 and Paul, Weiss, Rifkind,

Wharton & Garrison LLP (or such other counsel rendering such opinion) to render an opinion on the effective date of the Form S-4 Registration

Statement and on the Closing Date, respectively, as described in Section 7.10.

(d) Parent shall use

its reasonable best efforts to cause Hogan Lovells Cadwalader US LLP not to amend, modify or otherwise withdraw the Unqualified Transaction

Tax Opinion, except to the extent that any amendment, modification or withdrawal is required as a result of a breach by the Company of

any representation made by the Company in its representation letter, dated as of the date hereof and delivered to Hogan Lovells Cadwalader

US LLP for purposes of the Unqualified Transaction Tax Opinion (the “Company Representation Letter”). Parent shall

not amend, modify or withdraw the representation letter, dated as of the date hereof and delivered by Parent to Hogan Lovells Cadwalader

US LLP for purposes of the Unqualified Transaction Tax Opinion, and shall not otherwise seek to terminate or withdraw the RemainCo Consent.

In the event that Hogan Lovells Cadwalader US LLP amends, modifies or withdraws the Unqualified Transaction Tax Opinion, other than as

a result of a breach by the Company of the Company Representation Letter, Parent shall use reasonable best efforts to have a different

qualified law firm provide the Unqualified Transaction Tax Opinion to Honeywell for purposes of the RemainCo Consent. Parent shall promptly,

and in any event within one Business Day, provide written notice to the Company of its receipt of a RemainCo Consent Withdrawal Notice

or the commencement of a RemainCo Action. In the event that Parent receives a RemainCo Consent Withdrawal Notice or RemainCo initiates

a RemainCo Action, Parent shall use reasonable best efforts to provide RemainCo with a valid Unqualified Transaction Tax Opinion, including

by providing a modified Parent representation letter, and the Company shall use reasonable best efforts to cooperate with RemainCo with

respect thereto, including by providing a modified Company Representation Letter.

5.17 Debt Financing.

(a) Parent shall, and

shall cause its Representatives to, use its reasonable best efforts to do, or cause to be done, all things necessary or advisable to arrange

and obtain the Debt Financing on or prior to the date the Closing is required to be effected in accordance with Section 1.3, on

the terms and subject solely to the conditions (including, to the extent applicable, the “flex” provisions) described in the

Debt Commitment Letter (it being understood that, for purposes of this Section 5.17, references to the Debt Commitment Letter shall

be deemed to include any Fee Letter), including using its reasonable best efforts to: (i) maintain in full force and effect the Debt Commitment

Letter in accordance with its terms (to the extent any proceeds thereof are required for the satisfaction of Parent’s payment obligations

under this Agreement due at the Closing, including for the payment of the Financing Uses), (ii) enter into and deliver definitive agreements

with respect to the Debt Financing (the “Definitive Debt Financing Agreements”) on the terms and subject solely to

the conditions contemplated by the Debt Commitment Letter (including any “flex” provisions set forth in any Fee Letter) or

such other terms as Parent may determine, so long as such other terms and conditions would not constitute a Prohibited Modification; and

(ii) satisfy (or obtain the waiver of) on a timely basis all conditions and comply with all obligations applicable to Parent, including

with respect to the payment of any commitment, engagement or placement fees, in the Debt Commitment Letter or the Definitive Debt Financing

Agreements to the extent a failure to do so would result in a failure of a condition precedent to the initial availability of the Debt

Financing.

(b) Parent shall not

agree to any amendment, restatement, supplement, replacement or modification to be made to, or waiver of any of its rights under, the

Debt Commitment Letter or the Definitive Debt Financing Agreements without the prior written consent of the Company, if any such amendment,

restatement, supplement, replacement, modification or waiver to the Debt Commitment Letter or the Definitive Debt Financing Agreements

would impose new or additional conditions or otherwise amend, modify or expand any conditions to the initial funding of the Debt Financing,

in each case, in a manner that would reasonably be expected to: (i) materially delay or prevent the Closing from occurring; (ii) make

the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing on or prior to the Closing

Date less likely to occur, (iii) reduce the aggregate amount of the Debt Financing to less than the amount required, together with all

other sources of cash or other financing sources available to Parent on the Closing Date, for the satisfaction of Parent’s payment

obligations under this Agreement due at the Closing, including for the payment of the Financing Uses, or (iv) adversely impact the ability

of the Parent to (A) enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Debt Financing Agreements

or (B) cause the Mergers to be timely consummated (it being understood that Parent may amend, restate, modify or supplement the Debt Commitment

Letter or the Definitive Debt Financing Agreements to add lenders, lead arrangers, bookrunners, underwriters, initial purchasers, placement

agents, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement, to

provide for the assignment and reallocation of a portion of the debt financing commitments contained in the Debt Commitment Letter or

the Definitive Debt Financing Agreements and to grant customary approval rights to such additional arrangers and other entities in connection

with such appointments as expressly set forth in the Debt Commitment Letter, in each case, without the Company’s consent) (clauses

“(i)”, “(ii),” “(iii),” and “(iv)”, a “Prohibited Modification”).

the Debt Financing becomes unavailable in an amount that would result in Parent having insufficient funds, when taken together with all

other sources of cash or other financing sources available to Parent, to satisfy the Financing Uses on the Closing Date, Parent shall,

as promptly as practicable following the occurrence of such event, (i) notify the Company in writing thereof as promptly as practicable

after obtaining knowledge thereof and (ii) use its reasonable best efforts to arrange and obtain alternative financing from sources that

are reasonably acceptable to Parent (the “Alternative Financing”) in an amount (together with all other sources of

cash or other financing sources available to Parent) sufficient to satisfy the Financing Uses; provided that nothing contained in this

Section 5.17 shall require, and in no event shall the “reasonable best efforts” of Parent be deemed or construed to

require Parent to seek or accept such Alternative Financing on terms materially less favorable in the aggregate than the terms and conditions

described in the Debt Commitment Letter (including the exercise of “market flex” provisions in the Fee Letters) as in effect

on the date of this Agreement, as determined in the reasonable judgment of Parent. The new debt commitment letter entered into in connection

with any such alternative financing pursuant to Section 5.17(b) or this Section 5.17(c) is referred to as a “New

Debt Commitment Letter”; provided that, without the prior written consent of the Company, such Alternative Financing shall not

result in any Prohibited Modification.

(d) Upon (i) obtaining

any commitment for any Alternative Financing or (ii) any amendment, restatement, supplement, replacement, modification or waiver of the

Debt Commitment Letter, the debt financing commitments contemplated therein, in each case, as permitted by Section 5.17(b) and

Section 5.17(c), references to the “Debt Financing,” “Financing Sources,” “Definitive Debt Financing

Agreements” and “Debt Commitment Letter” (and other like terms in this Agreement) shall be deemed to refer to such Alternative

Financing, such amended, restated, supplemented, replaced, modified or waived Debt Commitment Letter and, in each case, the commitments

thereunder, the agreements with respect thereto and the financial institutions participating therein for all purposes of this Agreement

and each such term shall be construed accordingly.

(e) Parent shall, and

shall cause its Representatives to, keep the Company reasonably informed as promptly as practicable upon the Company’s written request

in reasonable detail as to the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing,

Parent shall (i) upon the Company’s written request, furnish the Company with executed copies of any amendments, restatements, supplements,

replacements, modifications to or waivers of the Debt Commitment Letter or Alternative Financing (with any fee letter redacted in a customary

manner) promptly upon their execution; and (ii) give the Company prompt written notice (A) of any actual or threatened default or material

breach (or any event that, with or without notice, lapse of time or both, would give rise to any default or material breach) under, or

repudiation of, the Debt Commitment Letter or the Definitive Debt Financing Agreements by any Financing Source party thereto, in each

case, of which Parent becomes aware, (B) of any termination of the Debt Commitment Letter, other than in accordance with its terms, (C)

of the receipt of any written notice from any Person with respect to any material dispute or disagreement between or among any parties

to the Debt Commitment Letter or any Definitive Debt Financing Agreement relating to the initial availability of the Debt Financing and

(D) if for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the

terms contemplated by the Debt Commitment Letter or the Definitive Debt Financing Agreements, as the case may be, in an amount sufficient,

when taken together with all other sources of cash or other financing sources available to Parent, to satisfy the Financing Uses.

(f) Prior to the Closing,

the Company shall, and shall cause each of the other Company Entities and its and their respective Representatives to, use reasonable

best efforts to provide to Parent all cooperation reasonably requested by Parent in connection with arranging, obtaining, syndicating

and consummating the Debt Financing or any Alternative Financing (or any replacement, amended, modified, alternative or substitute financing

permitted by this Section 5.17) and any amendments to Parent’s existing financings in connection therewith, including using

reasonable best efforts to:

(i) furnish Parent with such Required

Financial Information and other customary information regarding the Company and its Subsidiaries as Parent may reasonably request in connection

with any Debt Financing, including providing customary historical financial and other information regarding the Company and reasonable

assistance to permit Parent to prepare pro forma financial statements customary for the Debt Financing and/or to the extent required by

Regulation S-X under the Securities Act or any other accounting rules and regulations of the SEC in connection with the Debt Financing

(such financial statements and the Required Financial Information, the “Financial Information”); provided that the

public filing of any Financial Information with the SEC shall constitute delivery of such Financial Information;

(ii) cause the management of the

Company, with appropriate seniority and expertise, and external auditors to participate in a reasonable number of meetings, presentations,

roadshows, drafting sessions, sessions with rating agencies and due diligence sessions (including with Financing Sources or providers

of Alternative Financing), in each case, upon reasonable notice and at mutually agreeable dates and times;

(iii) provide

reasonable and customary assistance with the preparation of customary rating agency presentations, road show materials, customary “public

side” and “private side” bank information memoranda, prospectuses, offering memorandas, and bank syndication materials,

Offering Documents, private placement memoranda and similar documents customarily required (which may incorporate, by reference, periodic

and current reports filed by the Company with the SEC) in connection with obtaining any Debt Financing, and upon reasonable request, identify

any material non-public information contained in such materials (which assistance may include, (A) providing customary authorization and

representation letters; provided that such authorization and representation letters (or the underlying documents to which they pertain)

shall exculpate the Company, the other Acquired Companies and its and their respective Representatives with respect to any lability related

to the use or misuse of information contained therein or other marketed materials related thereto) and (B) consenting to the inclusion

or incorporation by reference of periodic and current reports filed by the Company with the SEC);

(iv) promptly

provide (and in any event at least four Business Days prior to the Closing Date) all documentation and other information reasonably required

by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including

the USA PATRIOT Act, relating to the Company and the other Company Entities, in each case as reasonably requested by Parent at least nine

Business Days prior to the Closing Date;

(v) furnish

Parent, promptly following Parent’s reasonable request, with customary financial information relating to the Company and the other

Company Entities to the extent required to consummate the Debt Financing in accordance with the terms of the Debt Commitment Letter, and

providing reasonable assistance that is reasonably necessary to permit Parent’s preparation of pro forma financial information required

to consummate the Debt Financing in accordance with the terms of the Debt Commitment Letter; provided that the public filing of any financial

statements or other public information filed with the SEC shall constitute delivery of such financial statements or other public information;

(vi) cause

its independent auditors to participate in drafting sessions and accounting due diligence sessions and cooperate with the Debt Financing,

any Alternative Financing and any underwritten offering or private placement of securities consistent with their customary practice, including

requesting that they provide customary comfort letters (including “negative assurance” comfort (including drafts thereof which

such accountants are prepared to issue at the time of pricing and at closing of any offering or placement of the Debt Financing)) and

customary consents or authorization letters to the inclusion of the Company’s auditor reports, in each case, to the extent required

in connection with the marketing and syndication of the Debt Financing or as are customarily required in a Capital Markets Issuance;

(vii) assist

with the preparation and enter into (as of the Closing) Definitive Debt Financing Agreements (including any guarantee, pledge and security

agreements and including the review of any disclosure schedules related to the Definitive Debt Financing Agreements for completeness and

accuracy) or the termination or amendment of any Company Entity’s currency or interest hedging agreements or other agreements, in

each case, as may reasonably be requested in connection with the Debt Financing and subject to the occurrence of the Closing;

(viii) cooperate

to facilitate the pledging of, granting of security interests in and obtaining perfection of any liens on, collateral and the granting

of guarantees, in each case as may be reasonably requested in connection with the Debt Financing and subject to the occurrence of the

Closing; and

(ix) obtain

such consents, approvals, authorizations and instruments requested by Parent to permit the consummation of the Debt Financing, including

releases, terminations, landlord waivers, access agreements, waivers, consents and estoppels, in each case, as may reasonably be requested

in connection with the Debt Financing and subject to the occurrence of the Closing;

provided, however, that nothing

in this Section 5.17 will require any such cooperation to the extent that it would (A) require the Company or any of its Subsidiaries

to pay any fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement or is not otherwise indemnified

by or on behalf of the Parent, (B) require the Company or any of its Subsidiaries to give or agree to give to any other Person any indemnities

in connection with the Debt Financing that are effective prior to the Closing, (C) require the Company or any of its Subsidiaries to provide

access to or disclose any information that the Company reasonably determines is prohibited or restricted under applicable Law or that

would reasonably be expected to jeopardize any legal privilege of, or conflict with any confidentiality obligations binding on, the Company

(not entered in contemplation hereof), (D) require the Company or any of its Subsidiaries to take any action which would result in the

Company or any of its Subsidiaries or any of its or their respective Affiliates incurring any liability with respect to matters relating

to the Debt Financing or cause any director, officer or employee of the Company or any of its Subsidiaries or any of its or their respective

Affiliates or Representatives to incur any personal liability in connection with the Debt Financing in each case to the extent not indemnified

by or on behalf of the Parent, (E) cause any term, covenant, representation or warranty in this Agreement to be breached by the Company

or any of its Affiliates in a manner that would reasonably be expected to cause any condition to the Closing to fail to be satisfied or

cause any condition to the Closing to fail to be satisfied, (F) conflict with, result in any violation or breach of, or default (with

or without notice, lapse of time, or both) under, the Company’s or any of its Subsidiary’s respective Organizational Documents

(not entered in contemplation hereof), any applicable Law or any applicable Material Contract (not entered in contemplation hereof), (G)

require the Company or any of its Subsidiaries to provide (1) pro forma financial information, including pro forma cost savings, synergies,

capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any description

of all or any component of the Debt Financing (including any such description to be included in any liquidity or capital resources disclosure

or any “description of notes”) or (3) projections, risk factors or other forward-looking statements relating to all or any

component of the Debt Financing (which items (1) through (3) shall be the sole responsibility of the Parent) or (H) unreasonably interfere

with the ongoing business operations of the Company and its Subsidiaries. Notwithstanding the foregoing, (i) none of the Company nor its

officers or employees shall be required to execute or enter into any agreement with respect to the Debt Financing (other than (x) those

officers or employees continuing in such roles after the Closing, and solely with respect to agreements contingent upon the Closing and

that would not be effective prior to the Closing, and (y) the customary authorization letters referred to above included in any marketing

materials for the Debt Financing and auditor representation letters), and (ii) no directors of the Company or its Subsidiaries shall be

required to approve, adopt, execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon

the Closing or that would be effective prior to the Closing.

(g) The Company hereby

consents to the use of its and each of the other Company Entities’ logos in connection with the Debt Financing; provided that such

logos shall be used solely in a manner that is not reasonably likely to or intended to harm, disparage or otherwise adversely affect the

Company and/or its Subsidiaries or their reputation or goodwill.

(h) The Company

shall, and shall cause each of the other Company Entities to, use reasonable best efforts to periodically update any Required

Financial Information provided to Parent as may be necessary so that such Required Financial Information meets the applicable

requirements set forth in the definition of “Required Financial Information.” For the avoidance of doubt, but subject to

the other provisions of this Section 5.17, Parent may, to most effectively access the financing markets, request the cooperation of

the Company and the other Company Entities under Section 5.17(e) at any time, and from time to time and on multiple

occasions, between the date of this Agreement and the Closing.

(i) Notwithstanding any

other provision set forth herein or in any other agreement between Parent, on the one hand, and the Company, on the other hand (or their

respective Affiliates), the Company agrees that the Parent may share confidential information with respect to the businesses of the Company

and the other Company Entities with the Financing Sources in connection with obtaining the Debt Financing, and that Parent and such Financing

Sources may share such information with potential financing sources in connection with any marketing efforts for the Debt Financing; provided,

however, that the recipients of such information agree to customary confidentiality arrangements, including deemed accepted confidentiality

provisions contained in customary bank books and offering memoranda.

(j) Parent shall, promptly

upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including

attorneys’ and accountants’ fees, fees of the trustees for the Company Notes and their counsel, and fees of any exchange agents,

solicitation agents and other agents and their counsel) incurred by the Company or any of the other Company Entities in connection with

the cooperation of the Company and the other Company Entities contemplated by this Section 5.17.

(k) The Company shall

be deemed to have complied with this Section 5.17 for the purpose of any condition set forth in Section 6.2, unless (i)

the Company has committed a knowing and intentional breach of its obligations under this Section 5.17, (ii) Parent has notified

the Company of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this Section 5.17

in order to cure such breach, (iii) the Company has not taken such steps or otherwise cured such breach with reasonably sufficient time

prior to the End Date to consummate the Debt Financing, and (iv) the Debt Financing has not been consummated and such breach by the Company

is the proximate cause of such failure.

(l) Notwithstanding anything

herein to the contrary, Parent hereby acknowledges and agrees that Parent’s obligations under this Agreement, including its obligations

to consummate the Contemplated Transactions, are not conditioned or contingent upon or otherwise subject to Parent’s consummation

of any financing arrangement or the obtaining of any financing or the availability, grant, provisions or extension of any financing to

Parent (including any portion of the Debt Financing).

(m) Subject to the other

provisions of this Section 5.17, the Company shall, and shall cause each of the other Company Entities to, deliver all notices

and take all other actions reasonably requested by Parent that are required to, in accordance with the terms thereof, (i) terminate all

commitments outstanding under the Company Credit Facility, repay in full all obligations, if any, outstanding thereunder, and facilitate

the release of all Liens, if any, securing such obligations, and the release of all guarantees, if any, in connection therewith, in each

case, on the Closing Date and conditioned upon the Closing and (ii) assist with the replacement, backstopping or rollover of any letter

of credit. In furtherance and not in limitation of the foregoing, the Company shall, and shall cause each of the other Company Entities

to, obtain customary payoff letters (in form and substance reasonably acceptable to Parent) prior to the Closing and shall use reasonable

best efforts to obtain substantially final drafts of which shall be provided to Parent at least two Business Days prior to Closing and

such other documents reasonably requested by Parent or the Financing Sources relating to the termination of the obligations under the

Company Credit Facility and the payment of the Credit Facility Payoff Amount (the “Payoff Letters”), which Payoff

Letters together with any related release documentation shall, among other things, include the payoff amount and provide that all Liens

(and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and the other

Company Entities securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth

in the applicable Payoff Letter on the Closing Date, be automatically released and terminated (excluding any customary cash collateralization).

(n) Subject to the other

provisions of this Section 5.17, upon request of Parent, the Company shall, and shall cause each of the other Company Entities

to, effect the prepayment, redemption, termination or discharge of any of the Company Notes subject to and in accordance with the terms

of the applicable Company Indenture, including to (i) facilitate the delivery of the notices of redemption for the Company Notes in the

time and manner required by the Company Indenture, (ii) deliver any required officer’s certificate and/or opinion of counsel to

the Company to effect the giving of any such notice of redemption or satisfaction and discharge at Closing, (iii) facilitate the release

of all Liens, if any, securing such obligations, and the release of all guarantees, if any, in connection therewith in accordance with

the terms of the applicable Company Indenture and any other agreement or instrument related thereto and (iv) facilitate and effect at

Closing the satisfaction and discharge of the Company Notes in accordance with the terms thereof; provided, that, for the avoidance of

doubt, any such notice of redemption or any such action taken to effect such redemption, the satisfaction and discharge of any Company

Notes shall be expressly conditioned on the occurrence of the Closing, and the Company shall have no liability or obligation with respect

to any such notice or action unless and until the Closing occurs.

(o) Subject to the other

provisions of this Section 5.17, upon request of Parent, the Company shall, and shall cause each of the other Company Entities

to, use its reasonable best efforts to, commence and participate in as promptly as practicable following receipt of such request, any

exchange offers or tender offers to purchase, any portion of the Company Notes in compliance with all (including any related consent solicitation

with respect thereto) applicable terms and conditions of the Company Indenture and all applicable Legal Requirements and SEC rules and

regulations (collectively, the “Debt Offers”); provided that (i) Parent shall have provided the Company with drafts

of the offer to purchase or exchange, related letter of transmittal, and other related documents and such documents shall be reasonably

acceptable to the Company and (ii) the closing of the Debt Offers shall be conditioned on the Closing and shall otherwise comply with

all applicable Legal Requirements and SEC rules and regulations and the Company shall have no liability or obligation with respect thereto

unless and until the Closing occurs. The terms and conditions specified by Parent for the Debt Offers shall be only such terms and conditions

as are reasonably acceptable to the Company and customarily included in offers to purchase or exchange debt securities (and related consent

solicitations with respect thereto) similar to the Company Notes and in similar situations and shall otherwise be in compliance with all

applicable Legal Requirements and SEC rules and regulations and the terms and conditions of the Company Indenture. Nothing in this Section

5.17(o) or in any other provision of this Agreement shall require the Company or any of its Affiliates to purchase or exchange, or

accept for purchase or exchange, any Company Notes tendered, exchanged or otherwise submitted for payment or exchange prior to the Closing

Date or effect any amendments to the Company Notes. The parties hereto shall, and shall cause their respective Subsidiaries to, and shall

use their respective reasonable best efforts to cause their respective representatives and auditors to, provide cooperation reasonably

requested by the other in connection with the Debt Offers. The dealer manager, solicitation agent, information agent, depositary or other

agent retained in connection with any Debt Offer will be selected by Parent and reasonably acceptable to the Company and their fees and

out-of-pocket expenses will be paid directly by Parent.

(p) Parent shall, promptly

upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including

attorneys’ and accountants’ fees, fees of the trustees for the Company Notes and their counsel, and fees of any exchange agents,

solicitation agents and other agents and their counsel) incurred by the Company or any of the other Company Entities in connection with

the cooperation of the Company and the other Company Entities contemplated by Section 5.17(m), Section 5.17(n) and Section

5.17(o).

5.18 Miscellaneous.

Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to take the actions described in Part 5.18

of the Company Disclosure Schedule.

Section 6. Conditions

Precedent to Obligations of Parent and Merger Subs

The obligations of Parent,

Merger Sub One and Merger Sub Two to effect the Mergers and otherwise consummate the Contemplated Transactions are subject to the satisfaction,

at or prior to the Closing, of each of the following conditions:

6.1 Accuracy of Representations.

(a) Subject to Section

6.1(b)-(d), each of the representations and warranties of the Company contained in this Agreement, other than the Company Specified

Representations, shall have been accurate as of the date of this Agreement and shall be accurate as of the Closing Date as if made on

and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate

as of such earlier date), except that any inaccuracies in such representations and warranties will be disregarded if such inaccuracies

(considered collectively) do not have a Material Adverse Effect on the Company; provided, however, that, for purposes of

determining the accuracy of such representations and warranties as of the foregoing dates: all “Material Adverse Effect” and

other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded (other than

references to “Material Contract” or “material weakness”).

(b) Each of the representations

and warranties of the Company contained in Sections 2.16, 2.17, 2.18 and 2.21 shall have been accurate in

all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made

on and as of the Closing Date (other than any such representation or warranty made as of a specific earlier date, which shall have been

accurate in all material respects as of such earlier date).

and warranty contained in clause “(a)” of Section 2.5 shall have been accurate in all respects as of the date of this

Agreement.

(d) Each of the representations

and warranties of the Company contained in Sections 2.3(a) and 2.3(b) shall have been accurate in all respects as of the

Capitalization Date, except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis

will be disregarded.

6.2 Performance of Covenants.

The covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall

have been complied with and performed in all material respects.

6.3 Effectiveness of

Registration Statement. The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the

Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and

no proceedings for that purpose shall have been initiated or be threatened in writing by the SEC with respect to the Form S-4 Registration

Statement that have not been withdrawn.

6.4 Stockholder Approvals.

(a) This Agreement shall

have been duly adopted at the Company Stockholders’ Meeting by the Required Company Stockholder Vote.

(b) This Parent Stock

Issuance shall have been duly approved at the Parent Stockholders’ Meeting by the Required Parent Stockholder Vote.

6.5 Closing Certificate.

Parent shall have received a certificate executed on behalf of the Company by an officer of the Company confirming that the conditions

set forth in Sections 6.1, 6.2 and 6.6 have been duly satisfied.

6.6 No Material Adverse Effect

on the Company. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on the Company.

6.7 Regulatory Matters.

(a) The waiting period

applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated.

(b) With respect to the

Regulatory Approvals, (i) the applicable waiting period shall have expired or been terminated or (ii) the applicable Governmental Authorization

or Consent shall have been obtained.

6.8 No Restraints. No

temporary restraining order, preliminary or permanent injunction or other Order (including, for the avoidance of doubt, any such order,

injunction, or other Order pursuant to or in connection with a RemainCo Action) preventing the consummation of the Mergers shall have

been issued by any Specified Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted after the date

of this Agreement with respect to the Mergers by any Specified Governmental Body that makes consummation of the Mergers illegal.

6.9 Listing. The shares

of Parent Common Stock to be issued in the Mergers shall have been approved for listing (subject to official notice of issuance) on Nasdaq.

6.10 Parent Tax Opinion.

Parent shall have received the written opinion of its counsel, Hogan Lovells Cadwalader US LLP (or if Hogan Lovells Cadwalader US LLP

is unable to issue such opinion, such other counsel reasonably acceptable to Parent, it being understood and agreed that Paul, Weiss,

Rifkind, Wharton & Garrison LLP is such a law firm reasonably acceptable to Parent), dated as of the effective date of the Form S-4

Registration Statement, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and the Closing Date and in

form and substance as set forth in Exhibit E attached hereto (and in the case of such other counsel rendering such opinion, in

the form of such other counsel’s standard reorganization opinion that is reasonably acceptable to Parent), and with such changes

as are mutually agreeable to Parent and the Company, such agreement not to be unreasonably withheld, conditioned or delayed, to the effect

that, on the basis of facts, representations and assumptions set forth in such opinion, the Mergers will qualify for the Intended Tax

Treatment. In rendering such opinion, counsel may rely upon the tax representation letters delivered pursuant to Section 5.16(b)

and Section 5.16(c).

Section 7. Conditions

Precedent to Obligation of the Company

The obligation of the Company

to effect the Mergers and otherwise consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing,

of each of the following conditions:

7.1 Accuracy of Representations.

(a) Subject to Section

7.1(b)-(d), each of the representations and warranties of Parent contained in this Agreement, other than the Parent Specified Representations,

shall have been accurate as of the date of this Agreement and shall be accurate as of the Closing Date as if made on and as of the Closing

Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate as of such earlier

date), except that any inaccuracies in such representations and warranties will be disregarded if such inaccuracies (considered collectively)

do not have a Material Adverse Effect on Parent; provided, however, that, for purposes of determining the accuracy of such

representations and warranties as of the foregoing dates all “Material Adverse Effect” and other materiality and similar qualifications

limiting the scope of such representations and warranties shall be disregarded (other than references to “Parent Material Contract”

or “material weakness”).

(b) Each of the representations

and warranties of Parent contained in Sections 3.13(b), 3.15 and 3.22 shall have been accurate in all material respects

as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing

Date (other than any such representation or warranty made as of a specific earlier date, which shall have been accurate in all material

respects as of such earlier date).

and warranty contained in clause “(a)” of Section 3.5 shall have been accurate in all respects as of the date of this

Agreement.

(d) Each of the representations

and warranties of Parent contained in Sections 3.3(a), 3.3(b), and 3.11(k) shall have been accurate in all respects as of

the date of this Agreement and shall be accurate as of the Closing Date as if made on and as of the Closing Date (other than any such

representation or warranty made as of a specific earlier date, which shall have been accurate in all respects as of such earlier date),

except that any inaccuracies in such representations and warranties that are, in the aggregate, de minimis will be disregarded.

7.2 Performance of Covenants.

The covenants and obligations in this Agreement that Parent, Merger Sub One and Merger Sub Two are required to comply with or to perform

at or prior to the Closing shall have been complied with and performed in all material respects.

7.3 Effectiveness of

Registration Statement. The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the

Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and

no proceedings for that purpose shall have been initiated or be threatened in writing by the SEC with respect to the Form S-4 Registration

Statement that have not been withdrawn.

7.4 Stockholder Approvals.

(a) This Agreement shall

have been duly adopted at the Company Stockholders’ Meeting by the Required Company Stockholder Vote.

(b) This Parent Stock

Issuance shall have been duly approved at the Parent Stockholders’ Meeting by the Required Parent Stockholder Vote.

7.5 Closing Certificate.

The Company shall have received a certificate executed on behalf of Parent by an officer of Parent confirming that the conditions set

forth in Sections 7.1, 7.2 and 7.6 have been duly satisfied.

7.6 No Material Adverse Effect

on Parent. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on Parent.

7.7 Regulatory Matters.

(a) The waiting period

applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated.

(b) With respect to the

Regulatory Approvals, (i) the applicable waiting period shall have expired or been terminated or (ii) the applicable Governmental Authorization

or Consent shall have been obtained.

7.8 No Restraints. No

temporary restraining order, preliminary or permanent injunction or other Order (including, for the avoidance of doubt, any such order,

injunction, or other Order pursuant to or in connection with a RemainCo Action) preventing the consummation of the Mergers shall have

been issued by any Specified Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted after the date

of this Agreement with respect to the Mergers by any Specified Governmental Body that makes consummation of the Mergers illegal.

7.9 Listing. The shares

of Parent Common Stock to be issued in the Mergers shall have been approved for listing (subject to official notice of issuance) on Nasdaq.

7.10 Company Tax Opinion.

The Company shall have received the written opinion of its counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP (or if Paul, Weiss,

Rifkind, Wharton & Garrison LLP is unable to issue such opinion, such other counsel reasonably acceptable to the Company, it being

understood and agreed that Hogan Lovells Cadwalader US LLP is such a law firm reasonably acceptable to the Company), dated as of the

effective date of the Form S-4 Registration Statement, satisfying the requirements of Item 601 of Regulation S-K under the Securities

Act, and the Closing Date and in form and substance as set forth in Exhibit F attached hereto (and in the case of such other counsel

rendering such opinion, in the form of such other counsel’s standard reorganization opinion that is reasonably acceptable to the

Company), and with such changes as are mutually agreeable to Parent and the Company, such agreement not to be unreasonably withheld,

conditioned or delayed, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Mergers

will qualify for the Intended Tax Treatment. In rendering such opinion, counsel may rely upon the tax representation letters delivered

pursuant to Section 5.16(b) and Section 5.16(c).

Section 8. Termination

8.1 Termination. This

Agreement may be terminated prior to the Closing by written notice of the terminating party to the other party:

(a) by mutual

written consent of Parent and the Company;

(b) by either

Parent or the Company if the Mergers shall not have been consummated by 11:59 p.m. (Eastern Time) on July 6, 2027 (the “End Date”),

provided, that if on such End Date all of the conditions to Closing, other than the conditions set forth in Section 6.7, Section

7.7, Section 6.8 or Section 7.8 (but with respect to Section 6.8 or Section 7.8, only to the extent related

to Antitrust Laws or FDI Laws), shall have been satisfied or waived (to the extent waiver is permitted by applicable Legal Requirement)

or shall be capable of being satisfied at such time, the End Date shall be further extended to 11:59 p.m. (Eastern Time) on January 5,

2028 (and in the case of such extension, any reference to the End Date in any other provision of this Agreement shall be a reference to

the End Date as so extended);

Parent or the Company if: (i) a Specified Governmental Body shall have issued a final and nonappealable Order having the effect of permanently

restraining, enjoining or otherwise prohibiting the Mergers; or (ii) there shall be any applicable final and nonappealable Legal Requirement

enacted, promulgated or issued after the date of this Agreement with respect to the Mergers by any Specified Governmental Body that would

make consummation of the Mergers illegal; provided, however, that the party seeking to terminate this Agreement pursuant to this Section

8.1(c) shall not have breached in any material respect its obligations under this Agreement in any manner that has been the primary

cause of such Order being issued and becoming final and non-appealable or such Legal Requirement being enacted, promulgated or issued;

(d) by either

Parent or the Company if: this Agreement shall not have been adopted at the Company Stockholders’ Meeting (and shall not have been

adopted at any adjournment or postponement thereof) by the Required Company Stockholder Vote;

(e) by either

Parent or the Company if: the Parent Stock Issuance shall not have been approved at the Parent Stockholders’ Meeting (and shall

not have been approved at any adjournment or postponement thereof) by the Required Parent Stockholder Vote;

(f) by Parent

(at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote) if a Company Triggering Event shall have

occurred; provided that Parent shall exercise its right to terminate pursuant to this Section 8.1(f) within ten (10) business days

following such Company Triggering Event;

(g) by the

Company (at any time prior to the approval of the Parent Stock Issuance by the Required Parent Stockholder Vote) if a Parent Triggering

Event shall have occurred; provided that the Company shall exercise its right to terminate pursuant to this Section 8.1(g) within

ten (10) business days following such Parent Triggering Event;

(h) by Parent

if: (i) any of the Company’s representations or warranties contained in this Agreement shall be inaccurate such that any of the

conditions set forth in Section 6.1 would not be satisfied; or (ii) any of the Company’s covenants or obligations contained

in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided,

however, that, if an inaccuracy in any of the Company’s representations or warranties or a breach of a covenant or obligation

by the Company is reasonably capable of being cured by the Company prior to the End Date (as it may be extended in accordance with Section

8.1(b)), then Parent may not terminate this Agreement under this Section 8.1(h) on account of such inaccuracy or breach unless

such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that Parent gives the Company written notice

of such inaccuracy or breach; provided further that Parent shall not have the right to terminate this Agreement pursuant to this

Section 8.1(h) if Parent is then in material breach of any representation, warrant, covenant or agreement contained in this Agreement;

(i) by the

Company if: (i) any of Parent’s representations or warranties contained in this Agreement shall be inaccurate such that any of the

conditions set forth in Section 7.1 would not be satisfied; or (ii) any of Parent’s covenants or obligations contained in

this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided,

however, that if an inaccuracy in any of Parent’s representations or warranties or a breach of a covenant or obligation by

Parent is reasonably capable of being cured by Parent prior to the End Date (as it may be extended in accordance with Section 8.1(b)),

then the Company may not terminate this Agreement under this Section 8.1(i) on account of such inaccuracy or breach unless such

inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that the Company gives Parent written notice

of such inaccuracy or breach; provided further that the Company shall not have the right to terminate this Agreement pursuant to

this Section 8.1(i) if the Company is then in material breach of any representation, warrant, covenant or agreement contained in

this Agreement;

(j) by the

Company (at any time prior to obtaining the Required Company Stockholder Vote) if the Company Board of Directors authorizes the Company

to enter into a definitive written agreement concerning a Company Superior Offer in accordance with and in compliance with Section

4.4 and Section 5.2; provided that the Company enters into such definitive written agreement substantially concurrently with

the termination of this Agreement;

(k) by Parent

(at any time prior to obtaining the Required Parent Stockholder Vote) if the Parent Board of Directors authorizes Parent to enter into

a definitive written agreement concerning a Parent Superior Offer in accordance with and in compliance with Section 4.4 and Section

5.3; provided that Parent enters into such definitive written agreement substantially concurrently with the termination of this Agreement;

(l) by the

Company if RemainCo has provided a RemainCo Consent Withdrawal Notice to Parent or RemainCo has otherwise initiated a RemainCo Action

or the RemainCo Consent is otherwise not in full force and effect; provided that the Company shall not terminate this Agreement under

this Section 8.1(l) until the earlier to occur of (i) 60 days following the delivery of such RemainCo Consent Withdrawal Notice

or the initiation of such RemainCo Action, as applicable, and (ii) one Business Day prior to the End Date, but only if, with respect to

each of (i) and (ii), as of such date, the RemainCo Consent Withdrawal Notice has not been irrevocably withdrawn, the RemainCo Consent

is not then in full force and effect, or injunctive relief has been granted by the relevant authority and continues to be in effect at

such time.

Notwithstanding anything to the contrary contained

in this Section 8.1, this Agreement may not be terminated by any party unless any fee required to be paid by such party at or prior

to the time of such termination pursuant to Section 8.3 is paid or made in full substantially concurrently with such termination.

8.2 Effect of Termination.

If this Agreement is terminated as provided in Section 8.1, all further obligations of the parties under this Agreement shall terminate,

this Agreement shall be of no further force or effect and there shall be no liability on the part of the Company, Parent, Merger Sub One,

Merger Sub Two or any of their respective stockholders or Representatives; provided, however, that: (a) this Section

8.2, Section 8.3 and Section 9 shall survive the termination of this Agreement and shall remain in full force and effect;

(b) the termination of this Agreement shall not relieve any party from any liability for fraud or any knowing and intentional breach of

any covenant or obligation contained in this Agreement; and (c) the termination of this Agreement shall not relieve any party of any obligation

under the Confidentiality Agreement. For purposes of this Agreement, (i) “fraud” means, with respect to any party,

actual and intentional fraud under the laws of the State of Delaware by such party in the making of the representations and warranties

of such party pursuant to Section 2 or Section 3, as applicable, with the actual (and not constructive) knowledge that such

representation was false when made and with the express intention of inducing the Person to whom such representation was made to rely

on it (for the avoidance of doubt, “fraud” does not include any claim for equitable fraud, constructive fraud, promissory

fraud or any claim for fraud based on negligence or recklessness) and (ii) “knowing and intentional breach” means a

breach or failure to perform a covenant or obligation that is a consequence of an act taken or omitted to be taken by the breaching party

with the actual knowledge that the taking of such act or the failure to take such act, as applicable, would, or would reasonably be expected

to, cause a material breach of this Agreement and shall include the failure by a party to effect the Closing at the time the Closing is

required to occur pursuant to Section 1.3.

8.3 Expenses; Termination

Fees.

(a) Except as set forth

in this Section 8.3 or Section 5.17(e), all fees and expenses incurred in connection with this Agreement or any of the Contemplated

Transactions shall be paid by the party incurring such fees and expenses, whether or not the Mergers are consummated; provided,

however, that Parent shall bear all filing fees incurred by the parties in connection with the filing of the premerger notification

and report forms relating to the Mergers under the HSR Act and the filing of any notice or other document under any applicable foreign

antitrust or competition-related law or regulation or other Legal Requirement.

(b) If: (i) this Agreement

is terminated by Parent or the Company pursuant to Section 8.1(d); (ii) at or prior to the time of the termination of this Agreement,

a Company Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made and shall not have been publicly

withdrawn at least 10 Business Days prior to the Company Stockholders’ Meeting; and (iii) within 12 months after the date of such

termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated

or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal)

is executed (and is subsequently consummated), then the Company shall pay to Parent a non-refundable fee in the amount of $376,000,000

(such non-refundable fee being referred to as the “Company Termination Fee”) in cash; provided, however,

that, for purposes of clause “(iii)” of this Section 8.3(b), all references to “15%” in the definition

of “Company Acquisition Transaction” shall be deemed to be references to “51%.”

is terminated by Parent or the Company pursuant to Section 8.1(e) or Section 8.1(b) (at a time when either party was permitted

to terminate this Agreement pursuant to Section 8.1(e)); (ii) at or prior to the time of the termination of this Agreement, a Parent

Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made and such Parent Acquisition Proposal

shall not have been publicly withdrawn at least 10 Business Days prior to the Parent Stockholders’ Meeting; and (iii) within 12

months after the date of such termination of this Agreement, a Parent Acquisition Transaction (whether or not relating to such Parent

Acquisition Proposal) is consummated or a definitive agreement providing for a Parent Acquisition Transaction (whether or not relating

to such Parent Acquisition Proposal) is executed (and is subsequently consummated), then Parent shall pay to the Company a non-refundable

fee in the amount of $385,000,000 (such non-refundable fee being referred to as the “Parent Termination Fee”) in cash;

provided, however, that, for purposes of clause “(iii)” of this Section 8.3(c), all references to “15%”

in the definition of “Parent Acquisition Transaction” shall be deemed to be references to “51%.”

(d) If this Agreement

is terminated: (i) by the Company pursuant to Section 8.1(j) or (ii) by Parent pursuant to Section 8.1(f), then the Company

shall pay to Parent the Company Termination Fee in cash.

(e) If this Agreement

is terminated: (i) by Parent pursuant to Section 8.1(k) or (ii) by the Company pursuant to Section 8.1(g), then Parent shall

pay to the Company the Parent Termination Fee in cash.

(f) If this Agreement

is terminated by the Company pursuant to Section 8.1(l) and, following the delivery of the RemainCo Consent Withdrawal Notice or

the initiation of the RemainCo Action, as applicable, and prior to such termination, Parent has delivered to the Company and RemainCo

a valid Unqualified Transaction Tax Opinion that remains in full force and effect, then Parent shall pay to the Company the Parent Termination

Fee; provided that no Parent Termination Fee shall be payable by Parent pursuant to this Section 8.3(f) if the RemainCo Consent

Withdrawal Notice or the RemainCo Action results from a breach by the Company of the Company Representation Letter.

(g) If this Agreement

is terminated by the Company pursuant to Section 8.1(l) and Parent fails to deliver to the Company and RemainCo a valid Unqualified

Transaction Tax Opinion that remains in full force and effect following the delivery of a RemainCo Consent Withdrawal Notice or the commencement

of the RemainCo Action, as applicable, and prior to such termination, then Parent shall pay to the Company a non-refundable fee in the

amount of $513,000,000 (such non-refundable fee being referred to as the “Parent RemainCo Consent Termination Fee”)

in cash; provided that no Parent Termination Fee shall be payable by Parent pursuant to this Section 8.3(g) if the RemainCo Consent

Withdrawal Notice or the RemainCo Action results from a breach of the Company Representation Letter.

(h) Any Company Termination

Fee required to be paid pursuant to Section 8.3(b) or any Parent Termination Fee required to be paid pursuant to Section 8.3(c)

shall be paid by the party obligated to make such payment contemporaneously with the earlier to occur of the consummation of the Company

Acquisition Transaction or Parent Acquisition Transaction, as applicable, contemplated by Section 8.3(b) or Section 8.3(c).

Any Company Termination Fee required to be paid to Parent pursuant to Section 8.3(d) shall be paid by the Company (i) in the case

of a termination of this Agreement by the Company, substantially concurrently with the time of such termination, and (ii) in the case

of a termination of this Agreement by Parent, within two Business Days after such termination. Any Parent Termination Fee required to

be paid to the Company pursuant to Section 8.3(e) shall be paid or made by Parent (A) in the case of a termination of this Agreement

by Parent, substantially concurrently with the time of such termination, and (B) in the case of a termination of this Agreement by the

Company, within two Business Days after such termination. Any Parent Termination Fee or Parent RemainCo Consent Termination Fee required

to be paid to the Company pursuant to Section 8.3(f) or Section 8.3(g), shall be paid or made by Parent within ten Business

Days after such termination.

(i) Each of the parties

acknowledges and agrees that in no event shall Parent or the Company be required to pay the Parent Termination Fee or the Company Termination

Fee, as applicable, under this Section 8.3 on more than one occasion, whether or not such fee may be payable under more than one

provision of this Agreement at the same or at different times and upon the occurrence of different events. Each of the parties acknowledges

and agrees that (i) the covenants and obligations contained in this Section 8.3 are an integral part of the Contemplated Transactions,

and that, without these covenants and obligations, the parties would not have entered into this Agreement, and (ii) the Company Termination

Fee and the Parent Termination Fee are not penalties, but rather are liquidated damages in reasonable amounts that will compensate Parent

or the Company, as the case may be, in the circumstances in which the applicable fee is payable for the efforts and resources expended

and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation

of the Mergers, which amounts would otherwise be impossible to calculate with precision.

(j) If any party fails

to pay when due any amount payable under this Section 8.3, then (i) such party shall reimburse the other party for all costs and

expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement

by the other party of its rights under this Section 8.3 and (ii) such party shall pay interest on such overdue amount (for the

period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is

actually paid to the other party in full) at a rate per annum equal to the sum of the Prime Rate in effect on the date such overdue amount

was originally required to be paid.

(k) Any fee or other

amount payable pursuant to this Section 8.3 shall be paid free and clear of all deductions and withholdings.

Section 9. Miscellaneous

Provisions

9.1 Amendment. This Agreement

may be amended by the Company and Parent at any time (whether before or after the adoption of this Agreement by the Company’s stockholders

and whether before or after approval of the Parent Stock Issuance by Parent’s stockholders); provided, however, that

(a) after any such adoption of this Agreement by the Company’s stockholders, no amendment shall be made which by law requires further

approval of the stockholders of the Company without the further approval of such stockholders and (b) after any such approval of the Parent

Stock Issuance by Parent’s stockholders, no amendment shall be made which by law or any Nasdaq Rule requires further approval of

Parent’s stockholders without the further approval of such stockholders. This Agreement may not be amended except by an instrument

in writing signed on behalf of each of the parties hereto.

9.2 Waiver.

(a) No failure on the

part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising

any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no

single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any

other power, right, privilege or remedy.

(b) No party shall be

deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the

waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on

behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

9.3 No Survival of Representations

and Warranties. None of the representations and warranties contained in this Agreement shall survive the Mergers.

9.4 Entire Agreement; Counterparts;

Exchanges by Electronic Delivery. This Agreement (including all Exhibits hereto) and the Confidentiality Agreement constitute the

entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with

respect to the subject matter hereof and thereof; provided, however, that the provisions of the Confidentiality Agreement

shall not be superseded and shall remain in full force and effect in accordance with their terms. This Agreement may be executed in several

counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of

a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format shall be sufficient to bind the parties

to the terms of this Agreement.

9.5 Applicable Law; Jurisdiction;

Waiver of Jury Trial.

(a) This Agreement, and

any action, suit or other Legal Proceeding arising out of or relating to this Agreement (including the enforcement of any provision of

this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether at law or in

equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws

of the State of Delaware, regardless of the choice of laws principles of the State of Delaware, as to all matters, including matters of

validity, construction, effect, enforceability, performance and remedies. In any action, suit or other Legal Proceeding between any of

the parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties

to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and

unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt

to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring

any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address

and in the manner set forth in Section 9.8 shall be effective service of process for any such action.

(b) EACH PARTY ACKNOWLEDGES

THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY

ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY;

AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

9.5.

9.6 Disclosure Schedules.

The Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section

2, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular

representation or warranty set forth in the corresponding numbered or lettered section in Section 2 and each other representation

or warranty where it is readily apparent on its face from the substance of the matter disclosed that such information is intended to qualify

such representation or warranty. The Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and

lettered sections contained in Section 3, and the information disclosed in any numbered or lettered part shall be deemed to relate

to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered section in Section

3 and each other representation or warranty where it is readily apparent on its face from the substance of the matter disclosed that

such information is intended to qualify another representation or warranty.

9.7 Assignability; No Third-Party

Beneficiaries.

(a) This Agreement shall

be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and

permitted assigns; provided, however, that neither this Agreement nor any of the Company’s rights, interests or obligations

hereunder may be assigned or delegated by the Company, in whole or in part, by operation of law or otherwise, without the prior written

consent of Parent, and any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations by the

Company without Parent’s prior written consent shall be void and of no effect. Parent, Merger Sub One and Merger Sub Two may assign

any or all of their respective rights or obligations under this Agreement, in whole or in part, (x) to any of the Financing Sources pursuant

to the terms of the Debt Commitment Letter entered into in connection with the Debt Financing but solely to the extent necessary for purposes

of creating a security interest herein or otherwise assigning this Agreement and its rights hereunder as collateral in respect of the

Debt Financing and (y) to any Affiliate of Parent without obtaining the consent or approval of any other party hereto; provided,

however, that such assignment will not (i) in any manner affect the Intended Tax Treatment or (ii) relieve Parent, Merger Sub One

and Merger Sub Two of any of their respective obligations under this Agreement.

(b) This Agreement is

not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective

successors and permitted assigns or to otherwise create any third-party beneficiary hereto, except that (i) from and after the Closing,

(A) the holders of Company Common Stock as of the Closing shall be third-party beneficiaries of Section 1, (B) the Designated Directors

shall be third-party beneficiaries of Section 1.5 and (C) the holders of Company Equity Awards as of the Closing shall be third-party

beneficiaries of Section 5.4, (ii) the Company Indemnified Persons shall be third-party beneficiaries of Section 5.7

and (iii) the Financing Sources shall be third-party beneficiaries of Section 9.12.

Notwithstanding anything to the contrary in this Agreement, prior to the Closing, in accordance with Section 261 of the DGCL, the Company

shall have the right, on behalf of the holders of Company Common Stock and holders of Company Equity Awards (each of which are third-party

beneficiaries of this Agreement to the extent required for this sentence to be enforceable), to pursue damages in accordance with this

Agreement (which shall include any premium or benefit of the bargain lost by holders of Company Common Stock and holders of Company Equity

Awards) in the event of a breach by Parent or Merger Subs of this Agreement, it being agreed that in no event shall any such holders of

Company Common Stock or holder of Company Equity Awards be entitled to enforce any of their rights, or any of Parent’s or Merger

Subs’ obligations, under this Agreement in the event of any such breach, but rather the Company shall have the sole and exclusive

right to do so as a representative for such holders of Company Common Stock and holders of Company Equity Awards (and upon receipt of

any payments as a result thereof, the Company shall be entitled to retain the amount of such payments so received).

9.8 Notices. Each notice,

request, demand or other communication under this Agreement shall be in writing and shall be deemed to have been duly given, delivered

or made as follows: (a) if delivered by hand, when delivered; (b) if sent by registered, certified or first class mail, the third Business

Day after being sent; (c) if sent via a national courier service, three Business Days after being delivered to such courier; and (d) if

sent by email, when sent, provided that (i) the subject line of such email states that it is a notice delivered pursuant to this Agreement

and (ii) the sender of such email does not receive a written notification of delivery failure. All notices and other communications hereunder

shall be delivered to the address or email address set forth beneath the name of such party below (or to such other address or email address

as such party shall have specified in a written notice given to the other parties hereto):

if to Parent, Merger Sub One

or Merger Sub Two:

Solstice Advanced Materials Inc.

115 Tabor Rd

Morris Plains, NJ

Attention: Brian S. Rudick

Email: [***]

with a copy (which shall not constitute

notice) to:

Davis Polk & Wardwell LLP

1050 17th Street, NW

Washington, DC 20036

Attention: William J. Curtin, III

Email: william.curtin@davispolk.com

Hogan Lovells Cadwalader US LLP

390 Madison Avenue

New York, NY 10017

Attention: Peter Cohen-Millstein

Email: peter.cohen-millstein@hlc.com

Hogan Lovells Cadwalader US LLP

125 High Street

Boston, MA 02110

Attention: Bryan Lowrance

Email: bryan.lowrance@hlc.com

if to the Company:

Element Solutions Inc

500 South Point Drive, Suite 500

Miami Beach, FL 33139

Attention: Chief Executive Officer

Email: [***]

with a copy (which shall not constitute notice)

to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: James E. Langston

Nickolas Bogdanovich

Email: jlangston@paulweiss.com

nbogdanovich@paulweiss.com

9.9 Severability. Any

term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the invalid or unenforceable

term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares

that any term or provision of this Agreement is invalid or unenforceable, the parties 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 or provision. In the event that the parties are unable to agree to such replacement,

the parties agree that the court making the determination referred to above shall have the power to limit such term or provision, to delete

specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest

to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so

modified.

9.10 Remedies. The parties

acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement required to be performed

by any of the parties were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages,

even if available, would not be an adequate remedy therefor. Accordingly, in the event of any breach or threatened breach by any party

of any covenant or obligation contained in this Agreement, any non-breaching party shall be entitled to obtain, without proof of actual

damages (and in addition to any other remedy to which such non-breaching party may be entitled at law or in equity): (a) a decree or order

of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such

breach or threatened breach. Each of the parties hereby waives any requirement for the securing or posting of any bond in connection with

any such remedy.

9.11 Construction.

(a) For purposes of this

Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include

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

masculine and feminine genders.

(b) The parties agree

that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the

construction or interpretation of this Agreement.

the words “include,” “including” and variations thereof, shall not be deemed to be terms of limitation, but rather

shall be deemed to be followed by the words “without limitation.” All references in this Agreement to “dollars”

or “$” shall mean United States Dollars. The phrase “to the extent” means the degree to which a subject or other

thing extends, and does not simply mean “if.”

(d) Unless otherwise

indicated or the context otherwise requires: (i) any definition of or reference to any agreement, instrument or other document or any

Legal Requirement in this Agreement shall be construed as referring to such agreement, instrument or other document or Legal Requirement

as from time to time amended, supplemented or otherwise modified; (ii) any reference in this Agreement to any Person shall be construed

to include such Person’s successors and assigns; (iii) all references to “Sections,” “Schedules” and “Exhibits”

in this Agreement or in any Schedule or Exhibit to this Agreement are intended to refer to Sections of this Agreement and Schedules and

Exhibits to this Agreement, respectively; (iv) the words “herein,” “hereof,” “hereunder” and words

of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement;

and (v) any statute defined or referred to in this Agreement shall include all rules and regulations promulgated thereunder.

(e) The headings contained

in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred

to in connection with the construction or interpretation of this Agreement.

(f) Capitalized terms

used and not otherwise defined herein shall have the meanings ascribed to such terms set forth in Exhibit A.

9.12 Financing Sources. Notwithstanding anything in this Agreement

to the contrary, each of the parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (whether

in law or in equity, whether in Contract or in tort or otherwise), involving the Financing Sources, arising out of or relating to this

Agreement, the Debt Financing, the Debt Commitment Letter, any Fee Letter, the Definitive Debt Financing Agreements or any of the transactions

contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New

York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof

(each such court, the “Subject Courts”) and each party irrevocably submits itself and its property with respect to

any such legal action to the exclusive jurisdiction of such Subject Courts and agrees that any such dispute shall be governed by, and

construed in accordance with, the Laws of the State of New York, except as otherwise set forth in the Debt Commitment Letter, including

with respect to (i) the interpretation of the definition of Material Adverse Effect on the Company (and whether or not a Material Adverse

Effect on the Company has occurred), (ii) the determination of the accuracy of any “specified acquisition agreement representation”

(as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any

of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 8.1(h) or decline to consummate

the Closing as a result thereof pursuant to Section 6.1(a) and (iii) the determination of whether the Closing has been consummated

in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with

the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application

of laws of any other jurisdiction; (b) agrees not to bring or support or permit any of its Affiliates to bring or support any legal action

(including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity,

whether in Contract or in tort or otherwise), against the Financing Sources in any way arising out of or relating to this Agreement, the

Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or

thereby or the performance of any services thereunder in any forum other than any Subject Court; (c) irrevocably waives, to the fullest

extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject

Court; (d) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY LEGAL

ACTION BROUGHT AGAINST THE FINANCING SOURCES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEBT FINANCING, THE DEBT COMMITMENT

LETTER, THE DEFINITIVE DEBT FINANCING AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES

THEREUNDER; (e) agrees that none of the Financing Sources will have any liability to any of the Company, the Company’s Subsidiaries

or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive

Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder or in

respect of any oral representations made or alleged to be made in connection herewith or therewith (provided that nothing in this Section

9.12 shall limit the liability or obligations of the Financing Sources under the Debt Commitment Letter) and that none of the Company,

the Company’s Subsidiaries or any of their respective Affiliates shall bring or support any legal action (including any action,

cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in Contract

or in tort or otherwise and including any action for specific performance of any kind), against any of the Financing Sources relating

to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements

or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) waives, and agrees not to

assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source or the transactions

contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any

reason; (g) agrees that service of process upon any party in any legal action involving any Financing Source shall be effective if notice

is given in accordance with Section 9.8; (h) agrees that no Financing Source shall be subject to any special, consequential, punitive

or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter,

the Definitive Debt Financing Agreements or any of the Transactions contemplated hereby or thereby or the performance of any services

thereunder; (i) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in

this Section 9.12 (or the definitions of any terms used in this Section 9.12); and (j) agrees that no amendment or waiver

of Section 5.17, Section 9.7 or this Section 9.12 (or any other provision of this Agreement the amendment, modification

or alteration of which has the effect of modifying such provisions) that is materially adverse to the Financing Sources, shall be effective

without the prior written consent of such Financing Sources that are party to the Debt Commitment Letter. Notwithstanding anything contained

herein to the contrary, nothing in this Section 9.12 shall in any way affect any party’s or any of their respective Affiliates’

rights and remedies under any binding agreement to which a Financing Source is a party, including the Debt Commitment Letter. This Section

9.12 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

[Remainder of page intentionally left blank]

The parties have caused this Agreement to be duly executed as of the

date first above written.

Solstice Advanced Materials Inc.

By:

/s/ David Sewell

Name:

David Sewell

Title:

President and Chief Executive Officer

Solar Merger Sub One Inc.

By:

/s/ Brian Rudick

Name:

Brian Rudick

Title:

President

Solar Merger Sub Two LLC

By:

/s/ Brian Rudick

Name:

Brian Rudick

Title:

President

Element Solutions Inc.

By:

/s/ Ben Gliklich

Name:

Ben Gliklich

Title:

Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

Exhibit

Certain

Definitions

For purposes of the Agreement

(including this Exhibit A):

“Affiliate”

of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such first Person. For purposes of this definition and the Agreement, the term “control” (and correlative

terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person. The term

“Affiliate” shall be deemed to include current and future “Affiliates.”

“Agreement”

has the meaning assigned to such term in the preamble to the Agreement.

“Alternative Financing”

has the meaning set forth in Section 5.17(c).

“Antitrust Laws” means the laws

of any country relating to competition or antitrust that are designed or intended to prohibit, restrict or regulate actions having the

purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including the Competition

Act and the HSR Act.

“Business Day”

means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York are authorized or obligated

by law or executive order to close.

“Capital Markets

Issuance” means any of the following, the use of proceeds of which are for the satisfaction of the payment obligations of Parent

under this Agreement due at the Closing, including the payment of the Financing Uses: one or more offerings of debt, equity or equity-linked

securities, which may consist of multiple tranches, registered under the Securities Act or offered in a private placement pursuant to

an exemption from the registration requirements of the Securities Act.

“Chosen Court”

means: (a) if the federal courts have exclusive jurisdiction over the matters at issue in any action, suit or other Legal Proceeding described

in Section 9.5(a) of the Agreement, the United States District Court for the District of Delaware; or (b) if the federal courts

do not have exclusive jurisdiction over the matters at issue in any action, suit or other Legal Proceeding described in Section 9.5(a)

of the Agreement, the Court of Chancery of the State of Delaware in and for New Castle County, Delaware; provided, however,

that, in the case of this clause “(b)” only, if the Court of Chancery of the State of Delaware does not have jurisdiction

over such matters, then the Chosen Court shall be deemed to be the Superior Court of the State of Delaware in and for New Castle County,

Delaware.

“Closing”

has the meaning assigned to such term in Section 1.3 of the Agreement.

“Closing Conditions

Satisfaction Date” means the date on which the last to be satisfied or waived of the conditions set forth in Section 6

and Section 7 of the Agreement (other than the condition set forth in Section 6.5 and Section 7.5) is satisfied or

waived.

“Closing Date”

has the meaning assigned to such term in Section 1.3 of the Agreement.

“COBRA”

means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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“Code”

means the United States Internal Revenue Code of 1986, as amended.

“Company”

has the meaning assigned to such term in the preamble to the Agreement.

“Company Acquisition

Inquiry” means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest

or request for information made or submitted by Parent or any of its Subsidiaries) that would reasonably be expected to lead to a Company

Acquisition Proposal.

“Company Acquisition

Proposal” means any offer or proposal (other than an offer or proposal made or submitted by Parent or any of its Subsidiaries)

contemplating any Company Acquisition Transaction.

“Company Acquisition

Transaction” means any transaction or series of transactions (other than the Contemplated Transactions) involving:

(a) any merger,

consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, joint venture, issuance of securities,

acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a

Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons (other than any Company

Entity) directly or indirectly acquires beneficial or record ownership of securities representing 15% or more of the outstanding voting

power of the Company (or instruments convertible into or exercisable or exchangeable for 15% or more of the voting power of the Company);

or (ii) in which the Company issues securities representing 15% or more of the voting power of the Company (or instruments convertible

into or exercisable or exchangeable for 15% or more of the voting power of the Company) to any Person or “group” of Persons

(other than any Company Entity); or

(b) any sale, lease,

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

for 15% or more of the consolidated net revenues or consolidated net income (measured based on the 12 full calendar months prior to the

date of determination) or consolidated assets (measured based on fair market value as of the last day of the most recently completed calendar

month) of the Company Entities.

“Company Associate”

means any current or former employee, Contract Worker, advisor, officer, member of the board of directors or managers (or similar body)

or other individual service provider of or to any of the Company Entities.

“Company Balance

Sheet” means the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2025

included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

“Company Board of

Directors” has the meaning assigned to such term in Section 1.5(d) of the Agreement.

“Company Board Recommendation”

has the meaning assigned to such term in Section 5.2(d) of the Agreement.

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“Company Change in Control Agreement”

means any agreement entered into between the Company and a Company Associate pursuant to the Form of Change in Control Agreement of the

Company.

“Company Collective

Bargaining Agreement” means any collective bargaining agreement, works council, labor, voluntary recognition or similar agreement

with respect to any Company Associate or other Contract with a labor organization, union, works council or similar entity representing

any Company.

“Company Common Stock”

means the common stock, $0.01 par value per share, of the Company.

“Company Contract”

means any Contract: (a) to which any of the Company Entities is a party; (b) by which any of the Company Entities or any Company IP or

any other asset of any of the Company Entities is or may become bound or under which any of the Company Entities has, or may become subject

to, any obligation; or (c) under which any of the Company Entities has or may acquire any right or interest.

“Company Contract

Worker” means any independent contractor, consultant or service provider who is or was hired, retained, employed or used by

any of the Company Entities and who is not: (a) classified by a Company Entity as an employee; or (b) compensated by a Company Entity

through wages reported on a form W-2.

“Company Credit Facility”

means that certain Credit Agreement, dated as of January 31, 2019, by and among the Company and MacDermid, Incorporated, as borrowers,

the guarantors from time to time party thereto, the lenders and L/C issuers from time to time party thereto, Citibank, N.A., as administrative

agent and collateral agent, and Credit Suisse Loan Funding LLC, as syndication agent, as amended, supplemented or otherwise modified from

time to time.

“Company Disclosure

Schedule” means the disclosure schedule that has been prepared by the Company in accordance with the requirements of Section

9.6 of the Agreement and has been delivered by the Company to Parent on the date of the Agreement.

“Company Employee

Plan” means each Employee Plan maintained or contributed to or required to be contributed to by any of the Company Entities

or any Affiliate of any Company Entity for the benefit of or relating to any current or former Company Associate of any Company Entity

or any ERISA Affiliate of the Company Entities, or with respect to which any Company Entity has any current, or is reasonably likely to

have any future, Liability, other than any such plan that is maintained by a Governmental Body.

“Company Entity”

means: (a) the Company; (b) each Subsidiary of the Company; and (c) for purposes of Section 2 of the Agreement, each corporation

or other Entity that has been merged into, that has been consolidated with or that otherwise is a predecessor to any of the Entities identified

in clauses “(a)” and “(b)” above.

“Company Equity Award”

means any Company Option, Company PSU or Company RSU.

“Company Equity Plans”

means the Company’s Amended and Restated 2013 Incentive Compensation Plan and the Company’s 2024 Incentive Compensation Plan.

“Company ESPP”

has the meaning assigned to such term in Section 2.3(b) of the Agreement.

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“Company ESPP Rights”

has the meaning assigned to such term in Section 5.5 of the Agreement.

“Company Indemnified

Persons” has the meaning assigned to such term in Section 5.7(a) of the Agreement.

“Company Indenture”

means that certain Indenture, dated as of August 18, 2020, among the Company, the guarantors party thereto and Computershare Trust Company,

N.A., as trustee, governing the 3.875% Senior Notes due 2028, as amended, supplemented or otherwise modified from time to time.

“Company Intervening

Event” means any material event, change, development, occurrence, effect or state of facts that (a) was not known or reasonably

foreseeable, or the material consequences of which (or the magnitude thereof) were not known or reasonably foreseeable, in each case to

the Company Board of Directors as of or prior to the date of this Agreement, which event, change, development, occurrence, effect or state

of facts becomes known to or by the Company Board of Directors prior to the time the Required Company Stockholder Vote is obtained, and

(b) does not relate to or involve any Company Acquisition Proposal.

“Company IP”

means: all Intellectual Property and Intellectual Property Rights in which any of the Company Entities has (or purports to have) an ownership

interest, in whole or in part.

“Company Measurement

Price” means an amount equal to the volume weighted average trading price of a share of Company Common Stock on the Company

Stock Exchange for the five consecutive trading days ending on the trading day immediately preceding the Closing Date.

“Company Notes”

means the notes issued pursuant to the Company Indenture.

“Company Option”

means an option to purchase shares of Company Common Stock from the Company (whether granted by the Company pursuant to the Company Equity

Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

“Company Preferred

Stock” has the meaning assigned to such term in Section 2.3(a) of the Agreement.

“Company Product”

means any version, release or model of any product or service (including Software) that is currently being distributed, provided, licensed

or sold by or on behalf of any Company Entity.

“Company PSU”

means each restricted stock unit representing the right to vest in and be issued shares of Company Common Stock by the Company, whether

granted by the Company pursuant to the Company Equity Plans, assumed by the Company in connection with any merger, acquisition or similar

transaction or otherwise issued or granted and whether vested or unvested, which right vests, in part, based on achievement of performance

targets.

“Company Recommendation

Change Notice” has the meaning assigned to such term in Section 5.2(f) of the Agreement.

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“Company Restricted

Stock” means each share of Company Common Stock that is unvested or is subject to a repurchase option or obligation, risk of

forfeiture or other condition under any applicable restricted stock purchase agreement or other Contract with the Company.

“Company RSU”

means each restricted stock unit representing the right to vest in and be issued shares of Company Common Stock by the Company, whether

granted by the Company pursuant to the Company Equity Plans, assumed by the Company in connection with any merger, acquisition or similar

transaction or otherwise issued or granted and whether vested or unvested, which right vests solely based on continued service to the

Company or a Company Entity.

“Company SEC Reports”

has the meaning assigned to such term in Section 2.4(a) of the Agreement.

“Company Series A

Preferred Stock” has the meaning assigned to such term in Section 2.3(a) of the Agreement.

“Company Significant

Entities” means, collectively, the Company and each Significant Subsidiary of the Company.

“Company Specified

Representations” means the representations and warranties of the Company contained in: (a) Sections 2.3(a), 2.3(b),

2.16, 2.17, 2.18, and 2.21 of the Agreement; and (b) clause “(a)” of Section 2.5 of the

Agreement.

“Company Stock Certificate”

has the meaning assigned to such term in Section 1.7 of the Agreement.

“Company Stock Exchange”

means the New York Stock Exchange, but if the New York Stock Exchange is no longer the principal U.S. trading market for Company Common

Stock, then “Company Stock Exchange” shall be deemed to mean the principal U.S. national securities exchange registered under

the Exchange Act on which Company Common Stock is then traded.

“Company Stockholders’

Meeting” has the meaning assigned to such term in Section 5.2(a) of the Agreement.

“Company Superior

Offer” means an unsolicited, bona fide, written offer by a third party concerning a Company Acquisition Transaction that: (a)

was not obtained or made as a direct or indirect result of a breach of Section 4.4 or Section 5.2(b) of the Agreement; and

(b) is on terms and conditions that the Company’s board of directors determines in good faith, after having taken into account the

advice of an independent financial advisor of nationally recognized reputation and the Company’s outside legal counsel and the likelihood

and timing of consummation of the transaction contemplated by such offer, to be more favorable from a financial point of view to the Company’s

stockholders than the Mergers and the Contemplated Transactions.

“Company Termination

Fee” has the meaning assigned to such term in Section 8.3(b) of the Agreement.

A “Company Triggering

Event” shall be deemed to have occurred if the Company Board of Directors or any committee thereof shall have made a Company

Board Recommendation Change.

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“Company U.S. Collective

Bargaining Agreement” means any Company Collective Bargaining Agreement under which a Company Entity employee who is located

in the United States is covered.

“Confidentiality

Agreement” means that certain Confidentiality Agreement, dated as of June 4, 2026, by and between the Company and Parent.

“Consent”

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

“Contemplated Transactions”

means all actions and transactions contemplated by the Agreement, including the Mergers.

“Continuation Period”

has the meaning assigned to such term in Section 5.6(a) of the Agreement.

“Continuing Employee”

has the meaning assigned to such term in Section 5.6(a) of the Agreement.

“Contract”

means any written or legally binding oral agreement, contract, subcontract, lease, understanding, arrangement, settlement, instrument,

note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking.

“Conversion Ratio”

means an amount equal to the sum of (a) the Exchange Ratio, plus (b) the quotient obtained by dividing (i) the Per Share

Cash Amount by (ii) the Parent Measurement Price.

“Credit Facility

Payoff Amount” means the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties,

breakage costs and any other monetary obligations due and payable under and in connection with the Company Credit Facility as of the anticipated

Closing Date.

“Debt Commitment

Letter” means the debt commitment letter, dated as of the date hereof, between Parent and the Financing Sources party thereto,

as modified, amended, supplemented, restated, assigned, substituted or replaced in compliance with Section 5.17, pursuant to which

the financial institutions party thereto have agreed, subject to the terms thereof, to provide or cause to be provided the debt financing

set forth therein for the purposes of financing the transactions contemplated hereby.

“Debt Financing”

means the debt financing incurred or intended to be incurred pursuant to or as contemplated by the Debt Commitment Letter.

“Debt Offers”

has the meaning set forth in Section 5.17(o).

“Definitive Debt

Financing Agreements” has the meaning set forth in Section 5.17(a).

“DGCL”

has the meaning assigned to such term in the recitals to the Agreement.

“Disregarded Company

Share” means each share of Company Common Stock that continues to be held by a Subsidiary of the Surviving Company or a Parent

Entity following Closing in accordance with Section 1.6(a)(i) of the Agreement.

“Dissenting Company

Shares” has the meaning assigned to such term in Section 1.10(a) of the Agreement.

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“DOL” means

the United States Department of Labor.

“Domain Name”

means any or all of the following and all worldwide rights in, arising out of, or associated therewith: domain names, uniform resource

locators, internet protocol addresses (including IP address subnets), social media accounts and names, social network IDs, usernames,

user IDs and identification numbers, and other names and locators associated with the internet.

“DTC” has

the meaning set forth in Section 1.9(a).

“EDGAR”

has the meaning assigned to such term in Section 2 of the Agreement.

“Employee Plan”

means: (a) each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA; and (b) any

other employment, consulting, salary, bonus, commission, other remuneration, stock option, stock purchase or other equity-based award

(whether payable in cash, securities or otherwise), benefit, incentive compensation, profit sharing, savings, pension, retirement (including

early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, deferred compensation,

supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy, retention, change

of control, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental unemployment

benefits, and similar fringe, welfare or other employee benefit plan, program, agreement, Contract, policy or binding arrangement (whether

or not in writing).

“Employment Law”

means any applicable Legal Requirement with respect to employment and employment practices, including those relating to hiring, promotion,

termination, terms and conditions of employment, wages, hours, wage statements, meal and break periods, labor relations, other labor-related

matters or arising under labor relations laws, discrimination, equal pay, overtime, business expense reimbursements, labor relations,

paid and unpaid leaves of absence, paid sick leave laws, work breaks, classification of workers (including exempt and independent contractor

status), occupational health and safety, privacy, fair credit reporting, harassment, retaliation, disability rights and benefits, reasonable

accommodation, equal employment, fair employment practices, immigration, visa, work permits, workers’ compensation, affirmative

action, federal contracting, benefits, child labor, working conditions, wrongful discharge or violation of personal rights, social benefits

contributions, severance pay, WARN, leaves of absences and unemployment insurance.

“Encumbrance”

means any lien (statutory or other), pledge or other deposit arrangement, hypothecation, charge, assessment, levy, assignment, mortgage,

deed of trust, easement, encroachment, imperfection of title, title exception, title defect, title retention, right of possession, lease,

tenancy license, security interest, arrangement or agreement, executory seizure, attachment, garnishment, encumbrance (including any exception,

reservation or limitation, right of way, and the like), conditional sale, infringement, interference, option, right of first refusal,

preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any

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

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

“End Date”

has the meaning assigned to such term in Section 8.1(b) of the Agreement.

A-7

“Enforceability Exceptions”

means: (a) legal limitations on enforceability arising from applicable bankruptcy and other similar Legal Requirements affecting the rights

of creditors generally; (b) legal limitations on enforceability arising from rules of law governing specific performance, injunctive relief

and other equitable remedies; and (c) legal limitations on the enforceability of provisions requiring indemnification against liabilities

under securities laws in connection with the offering, sale or issuance of securities.

“Entity”

means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership,

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

society or other enterprise, association, organization or entity.

“Environmental Law”

means any Legal Requirement, including any Governmental Authorization required thereunder, relating to: (a) the protection, preservation

or restoration of the environment (including air, water vapor, soil vapor, surface water, groundwater, drinking water supply, surface

land, subsurface land, plant or animal life, or any other natural resource); (b) the exposure to, or the use, storage, recycling, treatment,

generation, transportation, processing, handling, distribution, sale, labeling, production, Release, disposal, remediation, mitigation,

cleanup or removal of Hazardous Materials; or (c) the protection of human health or safety (to the extent relating to exposure to Hazardous

Materials).

“ERISA”

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

“ERISA Affiliate”

means any Person under common control with any of the Company Entities within the meaning of Sections 414(b), (c), (m) and (o) of the

Code, and the regulations thereunder.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Agent”

has the meaning assigned to such term in Section 1.8 of the Agreement.

“Exchange Fund”

has the meaning assigned to such term in Section 1.8 of the Agreement.

“Exchange Ratio”

has the meaning assigned to such term in Section 1.6(a)(iv) of the Agreement.

“Existing D&O

Policies” has the meaning assigned to such term in Section 5.7(b) of the Agreement.

“FDI Laws”

means any foreign direct investment, national security, foreign ownership, or investment screening laws, regulations, rules, or orders

of any jurisdiction that regulate, restrict, review, prohibit, or require notification, approval, consent, or clearance in connection

with investments, acquisitions, or other transactions involving foreign persons or entities.

“Fee Letter”

has the meaning assigned to such term in Section 3.19(a) of the Agreement.

“Final Exercise Date”

has the meaning assigned to such term in Section 5.5 of the Agreement.

“Financial Information”

has the meaning assigned to such term in Section 5.17(f) of the Agreement.

A-8

“Financing Sources”

means each lender and each other Person (including each agent and arranger) that has committed to provide or otherwise entered into agreements

in connection with the Debt Financing or other financings in connection with the transactions contemplated hereby, including any arranger,

agent, lender, initial purchaser, underwriter or investor that is a party to any commitment letter (including the Debt Commitment Letter),

engagement letter, joinder agreement, purchase agreement, indenture, credit agreement or other definitive agreement entered into pursuant

thereto or relating thereto, together with each former, current and future Affiliate thereof and each former, current and future officer,

director, employee, partner, controlling person, advisor, attorney, agent and representative of each such lender, other Person or Affiliate

or the heirs, executors, successors and assigns of any of the foregoing.

“Financing Uses”

has the meaning set forth in Section 3.19(b).

“First Merger”

has the meaning assigned to such term in the recitals to the Agreement.

“First Merger Effective

Time” has the meaning assigned to such term in Section 1.4 of the Agreement.

“First Merger Surviving

Corporation” has the meaning assigned to such term in Section 1.1(a) of the Agreement.

“Foreign Company

Plan” means any: (a) Company Employee Plan that is subject to any of the Legal Requirements of any jurisdiction outside the

United States; or (b) Company Employee Plan that covers or has covered any Company Associate whose services are or have been performed

primarily outside of the United States.

“Foreign Parent Plan”

means any: (a) Parent Employee Plan that is subject to any of the Legal Requirements of any jurisdiction outside the United States; or

(b) Parent Employee Plan that covers or has covered any Parent Associate whose services are or have been performed primarily outside of

the United States.

“Form of Change in Control

Agreement of the Company” means the Company’s form of Change in Control Agreement, filed as Exhibit 10.19 to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

“Form S-4 Registration

Statement” means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent

Common Stock in the Mergers, as such registration statement may be amended prior to the time it is declared effective by the SEC.

“GAAP”

means generally accepted accounting principles in the United States.

“Governmental Authorization”

means: (a) any permit, license, certificate, franchise, permission, variance, clearance, registration, identification number, qualification

or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to

any Legal Requirement; or (b) any right under any Contract with any Governmental Body, and shall also include the expiration of the waiting

period under the HSR Act and any required approval or clearance of any Governmental Body pursuant to any applicable foreign Legal Requirement

relating to antitrust or competition matters or FDI Laws, including the Regulatory Approvals.

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“Governmental Body”

means: (a) any multinational or supranational body exercising legislative, judicial or regulatory powers; (b) any nation, state, commonwealth,

province, territory, county, municipality, district or other jurisdiction of any nature; (c) any federal, state, provincial, local, municipal,

foreign or other government; (d) any instrumentality, subdivision, department, ministry, board, court, administrative agency or commission,

or other governmental entity, authority or instrumentality or political subdivision thereof; or (e) any quasi-governmental, professional

association or organization or private body exercising any executive, legislative, judicial, regulatory, taxing, importing or other governmental

functions or any stock exchange or self-regulatory organization.

“Hazardous Materials”

means (a) any substance, material, chemical, element, compound, mixture, solution and/or waste listed, defined or otherwise regulated

as “hazardous” or “toxic,” or as a “pollutant” or “contaminant,” or which can form the

basis for Liability, under any Environmental Law and (b) petroleum or any derivative or byproduct thereof, radon, radioactive material,

asbestos or asbestos-containing material, urea formaldehyde, foam insulation, per- and polyfluoroalkyl substances, toxic mold, and polychlorinated

biphenyls.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Information Privacy

and Security Laws” means all applicable Legal Requirements relating to the Processing, privacy, or security of Personal Data.

“Intellectual Property”

means any or all of the following: (a) inventions and discoveries (whether patentable or not), invention disclosures, improvements, trade

secrets, proprietary information, methods, processes, recipes, know-how, materials, formulas, molecules, compositions and chemistries,

equipment, technical data and customer lists, and all documentation relating to any of the foregoing; (b) business, technical and know-how

information, non-public information, confidential information, databases and data collections; (c) works of authorship (including Software

(whether in source code, object code, firmware or other form)), interfaces, integrated circuits, photomasks, architectures, designs, diagrams,

documentation, files, layouts, records, schematics, specifications, verilog files, netlists, emulation and simulation reports, IP cores,

gate arrays, test vectors and hardware development tools; (d) URLs and websites; (e) logos and marks (including brand names, product names,

and slogans); and (f) any other form of technology, whether or not embodied in any tangible medium.

“Intellectual Property

Rights” means all Intellectual Property and proprietary rights, which may exist or be created under the Legal Requirements of

any jurisdiction in the world, whether registered or unregistered, including and in and to the following types: (a) patents and applications

therefor and all reissues, divisions, renewals, extensions, provisionals, certificates of invention and statutory invention registrations,

utility models, industrial designs, design registrations and design patents, continued prosecution applications, requests for continued

examination, reexaminations, continuations and continuations-in-part thereof (“Patents”); (b) copyrights, and registrations

and applications therefor, mask works, whether registered or not, and all other rights corresponding thereto throughout the world including

moral and economic rights of authors and inventors, however denominated; (c) rights in industrial designs and any registrations and applications

therefor; (d) trade names, service names, brand and business names, trade dress, slogans, all identifiers of source, fictitious business

names (D/B/As), Domain Names, logos, trademarks and service marks, and all other designations of source or origin, in each case, together

with all translations, annotations, derivations and combinations of any of the foregoing, including all goodwill therein, and any and

all common law rights, registrations and applications therefor; (e) rights in trade secrets (including, those trade secrets defined in

the Uniform Trade Secrets Act and under corresponding foreign statutory and common law), business, technical and know-how information,

non-public information, and confidential information, including all source code, documentation, processes, technology, formulae, customer

lists, business and marketing plans, inventions (whether or not patentable) and marketing information and rights to limit the use or disclosure

thereof by any Person; and (f) any other proprietary rights in Intellectual Property or similar or equivalent rights to any of the foregoing.

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“Intended Tax Treatment”

has the meaning assigned to such term in Section 5.16(a) of the Agreement.

“In-the-Money Company

Option” means a Company Option that is unexpired, unexercised and outstanding immediately prior to the Closing and has a per

share exercise price for the Company Common Stock subject to such Company Option that is less than the Company Measurement Price.

“IRS” means

the United States Internal Revenue Service.

“IT System”

means any software, hardware, network or systems owned or controlled by any of the Company Entities, including any server, workstation,

router, hub, switch, or data line.

“ITAR”

means the International Traffic in Arms Regulations.

“Joint Proxy Statement/Prospectus”

means the joint proxy statement/prospectus to be sent to the Company’s stockholders in connection with the Company Stockholders’

Meeting and to Parent’s stockholders in connection with the Parent Stockholders’ Meeting.

“Knowledge of the

Company” shall mean the actual knowledge of the persons set forth on Part 9.11 of the Company Disclosure Schedule of

such fact or other matter, and the knowledge such persons could obtain after reasonable inquiry of such persons’ direct reports.

“Knowledge of Parent”

shall mean the actual knowledge of the persons set forth on Part 9.11 of the Parent Disclosure Schedules of such fact or other

matter, and the knowledge such persons could obtain after reasonable inquiry of such persons’ direct reports.

“Leased Real Property”

has the meaning assigned to such term in Section 2.6(b) of the Agreement.

“Leases”

has the meaning assigned to such term in Section 2.6(b) of the Agreement.

“Legal Proceeding”

means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate

proceeding), hearing, claim, complaint, demand, inquiry, audit, examination or investigation commenced, brought, conducted or heard by

or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Legal Requirement”

means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance,

code, edict, decree, rule, regulation, order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise

put into effect by or under the authority of any Governmental Body.

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“Liability”

means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent,

indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation,

duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such

debt, obligation, duty or liability is immediately due and payable.

“Lien”

means any mortgage, deed of trust, lien, pledge, charge, claim, hypothecation, option, right of first offer or refusal, security interest,

lease, license, easement, right-of-way, title retention agreement or other similar encumbrance.

“LLCA”

has the meaning assigned to such term in the recitals to the Agreement.

“Made Available”

means, with respect to any information, document or material, that such information, document or material was (a) included in the Company

SEC Reports or Parent SEC Reports, as applicable, publicly available on EDGAR at least one Business Day prior to the date of this Agreement,

or (b) made available for review by Parent or the Company, as applicable, or their respective Representatives at least 24 hours prior

to the execution of this Agreement in the virtual data room maintained by or on behalf of the Company or Parent, as applicable, in connection

with the Mergers or otherwise delivered by email to Parent or the Company, as applicable, or their respective Representatives in connection

with the receiving party’s due diligence review of the other party and its Subsidiaries.

“Material Adverse

Effect on the Company” means any effect, change, development, event or circumstance that, considered individually or together

with all other effects, changes, developments, events and circumstances, has had, or would reasonably be expected to have or result in,

a material adverse effect on the business, financial condition or results of operations of the Company Entities, taken as a whole; provided,

however, that, none of the following effects, changes, developments, events or circumstances shall be deemed, either alone or in

combination, to constitute, or otherwise be taken into account in determining whether there has been, a Material Adverse Effect on the

Company: (i) any change in economic or market conditions in the United States (including changes in interest rates or currency exchange

rates) and that do not have a disproportionate effect on the Company Entities as compared to the other companies in the same industry

(in which case only the incremental disproportionate effect may be deemed to constitute or otherwise taken into account in determining

whether there has been a Material Adverse Effect on the Company); (ii) adverse economic conditions that generally affect the same industry

of the Company Entities and that do not have a disproportionate effect on the Company Entities as compared to the other companies in the

same industry (in which case only the incremental disproportionate effect may be deemed to constitute or otherwise taken into account

in determining whether there has been a Material Adverse Effect on the Company); (iii) changes in the stock price, or trading volume of

the Company Common Stock or the Company’s credit rating (it being understood, however, that the facts or circumstances giving rise

to any such change in stock price, trading volume or credit rating may be taken into account in determining whether a Material Adverse

Effect on the Company has occurred or would reasonably be expected to occur (provided that such facts and circumstances are not otherwise

excluded pursuant to this definition)); (iv) the failure of the Company to meet internal or published projections, estimates, forecasts

or predictions of earnings, revenues or other financial or operating metrics before, on or after the date of this Agreement (it being

understood, however, that the facts or circumstances giving rise to any such failure may be taken into account in determining whether

a Material Adverse Effect on the Company has occurred or would reasonably be expected to occur (provided that such facts and circumstances

are not otherwise excluded pursuant to this definition)); (v) changes that are effected after the date of the Agreement in Legal Requirements

or other legal or regulatory conditions, or changes that are effected after the date of the Agreement in GAAP or other accounting standards

(or the interpretation thereof), that, in each case, do not have a disproportionate effect on the Company Entities as compared to the

other companies in the same industry (in which case only the incremental disproportionate effect may be deemed to constitute or otherwise

taken into account in determining whether there has been a Material Adverse Effect on the Company); (vi) changes that occur after the

date of the Agreement in political or geopolitical conditions (including any government shutdown or sequester), or acts of war, sabotage,

hostilities or terrorism that occur (or, in each case, any worsening or escalation of any such conditions threatened or existing on the

date of this Agreement), that, in each case, do not have a disproportionate effect on the Company Entities as compared to the other companies

in the same industry in which case only the incremental disproportionate effect may be deemed to constitute or otherwise taken into account

in determining whether there has been a Material Adverse Effect; (vii) any hurricane, tornado, flood, earthquake, or other natural or

man-made disaster or act of God, or any epidemic, pandemic, disease outbreak or other public health event that occurs after the date of

the Agreement (or, in each case, any worsening or escalation of any such conditions threatened or existing on the date of this Agreement)

and that does not have a disproportionate effect on the Company Entities as compared to the other companies in the same industry; (viii)

the imposition or modification after the date of the Agreement of any tariffs, trade restrictions or other duties, or any changes in trade

policies (or, in each case, any worsening or escalation of any such conditions threatened or existing on the date of this Agreement) that

do not have a disproportionate effect on the Company Entities as compared to the other companies in the same industry (in which case only

the incremental disproportionate effect may be deemed to constitute or otherwise taken into account in determining whether there has been

a Material Adverse Effect on the Company); (ix) the announcement or pendency of the Agreement or any of the Contemplated Transactions,

including the impact thereof on the relationships, contractual or otherwise, of the Company Entities with customers, suppliers, distributors,

other business partners or employees (provided that this clause “(ix)” shall not apply to any representation or warranty the

purpose of which is to address the consequences of the announcement, pendency or consummation of the Contemplated Transactions); (x) any

litigation relating to or arising out of this Agreement or the Contemplated Transactions, including stockholder class action or derivative

litigation commenced against the Company after the date of the Agreement and arising from allegations of breach of fiduciary duty of the

Company’s directors relating to their approval of the Agreement or from allegations of false or misleading public disclosure by

the Company with respect to the Agreement or the Contemplated Transactions; or (xi) any cyber-terrorism, cyber-attack, or ransomware attack.

A-12

“Material Adverse

Effect on Parent” means any effect, change, development, event or circumstance that, considered individually or together with

all other effects, changes, developments, events and circumstances, has had or resulted in, or would reasonably be expected to have or

result in, a material adverse effect on the business, financial condition, results of operations of the Parent Entities, taken as a whole;

provided, however, that, none of the following effects, changes, developments, events or circumstances occurring after the

date of the Agreement shall be deemed, either alone or in combination, to constitute, or otherwise be taken into account in determining

whether there has been, a Material Adverse Effect on Parent: (i) any change in economic or market conditions (including changes in interest

rates or currency exchange rates) and that do not have a disproportionate effect on the Parent Entities as compared to the other companies

in the same industry (in which case only the incremental disproportionate effect may be deemed to constitute or otherwise taken into account

in determining whether there has been a Material Adverse Effect on Parent); (ii) adverse economic conditions that generally affect the

same industry of the Parent Entities and that do not have a disproportionate effect on the Parent Entities as compared to the other companies

in the same industry (in which case only the incremental disproportionate effect may be deemed to constitute or otherwise taken into account

in determining whether there has been a Material Adverse Effect); (iii) changes in the stock price, or trading volume of the Parent Common

Stock or Parent’s credit rating (it being understood, however, that the facts or circumstances giving rise to any such change in

stock price, trading volume or credit rating may be taken into account in determining whether a Material Adverse Effect on Parent has

occurred or would reasonably be expected to occur (provided that such facts and circumstances are not otherwise excluded pursuant to this

definition)); (iv) the failure of Parent to meet internal or published projections, estimates, forecasts or predictions of earnings, revenues

or other financial or operating metrics before, on or after the date of this Agreement (it being understood, however, that the facts or

circumstances giving rise to any such failure may be taken into account in determining whether a Material Adverse Effect on Parent has

occurred or would reasonably be expected to occur (provided that such facts and circumstances are not otherwise excluded pursuant to this

definition)); (v) changes that are effected after the date of the Agreement in Legal Requirements or other legal or regulatory conditions,

or changes that are effected after the date of the Agreement in GAAP or other accounting standards (or the interpretation thereof), that,

in each case, do not have a disproportionate effect on the Parent Entities as compared to the other companies in the same industry (in

which case only the incremental disproportionate effect may be deemed to constitute or otherwise taken into account in determining whether

there has been a Material Adverse Effect on Parent); (vi) changes that occur after the date of the Agreement in political or geopolitical

conditions (including any government shutdown or sequester), or acts of war, sabotage, hostilities or terrorism that occur (or, in each

case, any worsening or escalation of any such conditions threatened or existing on the date of this Agreement), that, in each case, do

not have a disproportionate effect on the Parent Entities as compared to the other companies in the same industry in which case only the

incremental disproportionate effect may be deemed to constitute or otherwise taken into account in determining whether there has been

a Material Adverse Effect on Parent; (vii) any hurricane, tornado, flood, earthquake, or other natural or man-made disaster or act of

God, or any epidemic, pandemic, disease outbreak or other public health event that occurs after the date of the Agreement (or, in each

case, any worsening or escalation of any such conditions threatened or existing on the date of this Agreement) and that does not have

a disproportionate effect on the Parent Entities as compared to the other companies in the same industry; (viii) the imposition or modification

after the date of the Agreement of any tariffs, trade restrictions or other duties, or any changes in trade policies (or, in each case,

any worsening or escalation of any such conditions threatened or existing on the date of this Agreement) that do not have a disproportionate

effect on the Parent Entities as compared to the other companies in the same industry (in which case only the incremental disproportionate

effect may be deemed to constitute or otherwise taken into account in determining whether there has been a Material Adverse Effect on

Parent); (ix) the announcement or pendency of the Agreement or any of the Contemplated Transactions, including the impact thereof on the

relationships, contractual or otherwise, of the Parent Entities with customers, suppliers, distributors, other business partners or employees

(provided that this clause “(ix)” shall not apply to any representation or warranty the purpose of which is to address the

consequences of the announcement, pendency or consummation of the Contemplated Transactions); (x) any litigation relating to or arising

out of this Agreement or the Contemplated Transactions, including stockholder class action or derivative litigation commenced against

Parent after the date of the Agreement and arising from allegations of breach of fiduciary duty of Parent’s directors relating to

their approval of the Agreement or from allegations of false or misleading public disclosure by Parent with respect to the Agreement or

the Contemplated Transactions; or (xi) any cyber-terrorism, cyber-attack, or ransomware attack.

A-13

“Material Contract”

has the meaning assigned to such term in Section 2.8(a) of the Agreement.

“Maximum Premium”

has the meaning assigned to such term in Section 5.7(b) of the Agreement.

“Merger Consideration”

means, in exchange for shares of Company Common Stock held by a holder who does not perfect his, her or its appraisal rights under the

DGCL: (a) the shares of Parent Common Stock and the cash consideration such holder is entitled to receive pursuant to Section 1.6(a)(iv)

of the Agreement; and (b) any dividends, dividend equivalent rights or other distributions such holder is entitled to receive pursuant

to Section 1.9(b) of the Agreement.

“Merger Sub One”

has the meaning assigned to such term in the preamble to the Agreement.

“Merger Sub Two”

has the meaning assigned to such term in the preamble to the Agreement.

“Merger Subs”

means, collectively, Merger Sub One and Merger Sub Two.

“Mergers”

has the meaning assigned to such term in the recitals to the Agreement.

“Nasdaq”

means the Nasdaq Global Select Market, but if the Nasdaq Global Select Market is no longer the principal U.S. trading market for the Parent

Common Stock then “Nasdaq” shall be deemed to mean the principal U.S. national securities exchange registered under the Exchange

Act on which the Parent Common Stock is then traded.

“Nasdaq Rules”

means the rules and regulations of Nasdaq.

“New Debt Commitment

Letter” has the meaning assigned to such term in Section 5.17(c) of the Agreement.

“New Plans”

has the meaning assigned to such term in Section 5.6(b) of the Agreement.

“OFAC”

means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Offering Documents”

means registration statements, prospectuses, private placement memoranda, offering memoranda, information memoranda, lender and investor

presentations and any other marketing materials, offering documents and presentations, in each case, issued by the Parent.

“Old Plans”

has the meaning assigned to such term in Section 5.6(b) of the Agreement.

“Order”

means any order, writ, injunction, judgment or decree.

“Out-of-the-Money

Company Option” means a Company Option that is unexpired, unexercised and outstanding immediately prior to the Closing and has

a per share exercise price for the Company Common Stock subject to such Company Option that is greater than the Company Measurement Price.

“Owned Real Property”

has the meaning assigned to such term in Section 2.6(a) of the Agreement.

“Parent”

has the meaning assigned to such term in the preamble to the Agreement.

“Parent Acquisition

Inquiry” means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest

or request for information made or submitted by the Company or any of its Subsidiaries) that would reasonably be expected to lead to a

Parent Acquisition Proposal.

A-14

“Parent Acquisition

Proposal” means any offer or proposal (other than an offer or proposal made or submitted by the Company or any of its Subsidiaries)

contemplating any Parent Acquisition Transaction.

“Parent Acquisition

Transaction” means any transaction or series of transactions (other than the Contemplated Transactions) involving:

(a) any merger,

consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, joint venture, issuance of securities,

acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a

Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons (other than any Parent

Entity) directly or indirectly acquires beneficial or record ownership of securities representing 15% or more of the outstanding voting

power of Parent (or instruments convertible into or exercisable or exchangeable for 15% or more of the voting power of Parent); or (ii)

in which Parent issues securities representing 15% or more of the voting power of Parent (or instruments convertible into or exercisable

or exchangeable for 15% or more of the voting power of Parent) to any Person or “group” of Persons (other than any Parent

Entity); or

(b) any sale, lease,

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

for 15% or more of the consolidated net revenues or consolidated net income (measured based on the 12 full calendar months prior to the

date of determination) or consolidated assets (measured based on fair market value as of the last day of the most recently completed calendar

month) of the Parent Entities.

“Parent Associate”

means any current or former employee, Parent Contract Worker, advisor, officer, member of the board of directors or managers (or similar

body) or other individual service provider of or to any of the Parent Entities.

“Parent Balance Sheet”

means the audited consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2025 included in Parent’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

“Parent Board of

Directors” has the meaning assigned to such term in Section 1.5(d) of the Agreement.

“Parent Board Recommendation”

has the meaning assigned to such term in Section 5.3(d) of the Agreement.

“Parent Collective

Bargaining Agreement” means any collective bargaining agreement, works council, labor, voluntary recognition or similar agreement

with respect to any Parent Associate or other Contract with a labor organization, union, works council or similar entity representing

any Parent Associate.

“Parent Common Stock”

means the common stock, $0.01 par value per share, of Parent.

“Parent Contract”

means any Contract: (a) to which any of the Parent Entities is a party; (b) by which any of the Parent Entities or any Parent IP or any

other asset of any of the Parent Entities is or may become bound or under which any of the Parent Entities has, or may become subject

to, any obligation; or (c) under which any of the Parent Entities has or may acquire any right or interest.

A-15

“Parent Contract

Worker” means any independent contractor, consultant or service provider who is or was hired, retained, employed or used by

any of the Parent Entities and who is not: (a) classified by a Parent Entity as an employee; or (b) compensated by a Parent Entity through

wages reported on a form W-2.

“Parent Disclosure

Schedule” means the disclosure schedule that has been prepared by Parent in accordance with the requirements of Section 9.6

of the Agreement and has been delivered by Parent to the Company on the date of the Agreement.

“Parent Employee

Plan” means each Employee Plan maintained or contributed to or required to be contributed to by any of the Parent Entities or

any Affiliate of any Parent Entity for the benefit of or relating to any current or former Parent Associate of any Parent Entity or any

ERISA Affiliate of the Parent Entities, or with respect to which any Parent Entity has any current, or is reasonably likely to have any

future, Liability, other than any such plan that is maintained by a Governmental Body.

“Parent Entity”

means Parent or any Subsidiary of Parent.

“Parent Equity Award” means

any Parent Option, Parent PSU or Parent RSU.

“Parent Equity Plans”

means 2025 Stock Incentive Plan of Solstice Advanced Materials Inc. and its Affiliates.

“Parent Intervening

Event” means any material event, change, development, occurrence, effect or state of facts that (a) was not known or reasonably

foreseeable, or the material consequences of which (or the magnitude thereof) were not known or reasonably foreseeable, in each case to

the Parent Board of Directors as of or prior to the date of this Agreement, which event, change, development, occurrence, effect or state

of facts becomes known to or by the Parent Board of Directors prior to the time the Required Parent Stockholder Vote is obtained, and

(b) does not relate to or involve any Parent Acquisition Proposal.

“Parent IP”

means: all Intellectual Property and Intellectual Property Rights in which any of the Parent Entities has (or purports to have) an ownership

interest, in whole or in part.

“Parent Option”

means an option to purchase Parent Common Stock from Parent (whether granted by Parent pursuant to the Parent Equity Plans, assumed by

Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

“Parent Owned Real

Property” has the meaning assigned to such term in Section 3.6(a) of the Agreement.

“Parent Leased Real

Property” has the meaning assigned to such term in Section 3.6(b) of the Agreement.

“Parent Leases”

has the meaning assigned to such term in Section 3.6(b) of the Agreement.

A-16

“Parent Measurement

Price” means an amount equal to the volume weighted average trading price, rounded to the nearest one tenth of a cent, of a

share of Parent Common Stock on the Parent Stock Exchange (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative

source mutually selected by Parent and the Company) for the five consecutive trading days ending on the trading day immediately preceding

the Closing Date.

“Parent Preferred

Stock” has the meaning assigned to such term in Section 3.3(a) of the Agreement.

“Parent Product”

means any version, release or model of any product or service (including Software) that is currently being distributed, provided, licensed

or sold by or on behalf of any Parent Entity.

“Parent PSU”

means a restricted stock unit representing the right to vest in and be issued Parent Common Stock by Parent, whether granted by Parent

pursuant to the Parent Equity Plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise

issued or granted and whether vested or unvested, which right vests based on achievement of performance targets, including performance

targets related to the price of Parent Common Stock on a relative or absolute basis.

“Parent RSU”

means a restricted stock unit representing the right to vest in and be issued Parent Common Stock by Parent, whether granted by Parent

pursuant to the Parent Equity Plans, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise

issued or granted and whether vested or unvested, which right vests solely based on continued service to Parent or an Affiliate of Parent,

including units that settle on a deferred basis.

“Parent SEC Reports”

has the meaning assigned to such term in Section 3.4 of the Agreement.

“Parent Significant

Entities” means, collectively, Parent and each Significant Subsidiary of Parent.

“Parent

Specified Representations” means the representations and warranties of Parent contained in: (a) Sections 3.3(a),

3.3(b) and 3.11(k) of the Agreement; and (b) clause “(a)” of Section 3.5 of the Agreement.

“Parent Stock Exchange”

means Nasdaq, but if Nasdaq is no longer the principal U.S. trading market for Parent Common Stock, then “Parent Stock Exchange”

shall be deemed to mean the principal U.S. national securities exchange registered under the Exchange Act on which Parent Common Stock

is then traded.

“Parent Stock Issuance”

has the meaning set forth in Section 5.3(a) of the Agreement.

“Parent Stock Issuance

Proposal” has the meaning set forth in Section 5.3(a) of the Agreement.

“Parent Stockholders’

Meeting” has the meaning assigned to such term in Section 5.3(a) of the Agreement.

“Parent Superior

Offer” means an unsolicited, bona fide, written offer by a third party concerning a Parent Acquisition Transaction that: (a)

was not obtained or made as a direct or indirect result of a breach of Section 4.4 or Section 5.3(b) of the Agreement; and

(b) is on terms and conditions that the Parent Board of Directors determines in good faith, after having taken into account the advice

of an independent financial advisor of nationally recognized reputation and Parent’s outside legal counsel and the likelihood and

timing of consummation of the transaction contemplated by such offer, to be more favorable from a financial point of view to Parent’s

stockholders than the Mergers and the Contemplated Transactions.

A-17

“Parent Termination

Fee” has the meaning assigned to such term in Section 8.3(c) of the Agreement.

A “Parent Triggering

Event” shall be deemed to have occurred if the Parent Board of Directors or any committee thereof shall have made a Parent Board

Recommendation Change.

“Parent U.S. Collective

Bargaining Agreement” means any Parent Collective Bargaining Agreement under which a Parent Entity employee who is located in

the United States is covered.

“Payoff Letters”

has the meaning assigned to such term in Section 5.17(m) of the Agreement.

“Per Share Cash Amount”

has the meaning assigned to such term in Section 1.6(a)(iv) of the Agreement.

“Permitted Encumbrance”

means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced

and as to which no Company Entity is subject to civil or criminal liability due to its existence: (a) liens for Taxes not yet due and

payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance

with GAAP; (b) Encumbrances imposed by Legal Requirements, such as materialmen’s, mechanics’, carriers’, workmen’s

and repairmen’s liens and other similar liens arising in the ordinary course of business; (c) pledges or deposits arising in the

ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or

statutory obligations; (d) minor liens or Encumbrances that have arisen in the ordinary course of business and that do not, individually

or in the aggregate, materially adversely affect the use of such property for its current and anticipated purposes; (e) zoning, entitlement,

building codes and other land use Legal Requirements imposed by any Governmental Body that are not violated in any material respect by

the current use or occupancy of the applicable real property; (f) easements and rights relating to the construction and maintenance of

public utilities on, under or above the applicable real property; (g) any state of facts that an accurate survey or inspection of the

applicable real property would disclose that do not materially impair the continued use thereof; (h) title exceptions disclosed by any

title insurance commitment or policy delivered or made available to Parent prior to the date of this Agreement; (i) statutory liens in

favor of lessors arising in connection with any property leased to any Company Entity; (j) non-exclusive licenses granted in the ordinary

course of business; (k) liens and Encumbrances which are imposed on the underlying fee or other interest of the Leased Real Property;

(l) Encumbrances arising under the Company Credit Facility or the Parent credit facilities; and (m) other defects, irregularities, easements,

servitudes, restrictions and similar Encumbrances that, individually or in the aggregate, do not, and would not reasonably be expected

to, materially interfere with the use thereof as currently conducted.

“Person”

means any individual, Entity or Governmental Body.

“Personal Data”

means: (a) any information that identifies, or in combination with other information may reasonably identify, is linked to, or relates

to an individual; and (b) any data that is defined as “personal data,” “personal information,” “personally

identifiable information,” or any equivalent term under Information Privacy and Security Laws.

A-18

“Pre-Closing Period”

has the meaning assigned to such term in Section 1.6(c) of the Agreement.

“Prime Rate”

means the rate of interest quoted in the print edition of The Wall Street Journal, “Money Rates” section, as the prime

rate, as in effect from time to time.

“Processed”

or “Processing” means the storage, collection, creation, access, copy, processing, transfer, transmission, use, recording,

erasure or disclosure, or any actions that are otherwise defined as ‘processed’ or ‘processing’ under applicable

Information Privacy and Security Laws.

“Prohibited Modification”

has the meaning set forth in Section 5.17(b).

“Registered IP”

means all Intellectual Property Rights that are registered, filed or issued with, by or under the authority of any Governmental Body or

Domain Name registrar, including all Patents, registered copyrights, registered mask works, registered trademarks, Domain Names and all

applications for any of the foregoing.

“Regulatory Approvals”

means the applicable foreign Antitrust Laws or regulations, FDI Laws or other Legal Requirements set forth on Part 6.7 of the Company

Disclosure Schedule.

“Release”

means any actual or threatened release, emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying,

dumping, disposal or migration of Hazardous Materials from any source into, through or upon the indoor or outdoor environment.

“RemainCo”

has the meaning ascribed to such term in the Tax Matters Agreement.

“RemainCo Consent”

means the consent in writing of RemainCo pursuant to Section 4.04(a) of the Tax Matters Agreement, attached hereto (without exhibits)

as Exhibit G.

“Remedial Action”

has the meaning set forth in Section 5.8(e).

“Representatives”

means directors, officers, other employees, agents, attorneys, accountants, advisors and representatives.

“Requesting Authority”

means any U.S. Governmental Body, other than the Federal Trade Commission or the Department of Justice, that, at any time during the Pre-Closing

Period, requests, asserts or attempts to assert jurisdiction over, or requests, requires or attempts to require from any of the parties

to the Agreement a filing or submission relating to, the Mergers or any of the other Contemplated Transactions.

“Required Company

Stockholder Vote” has the meaning assigned to such term in Section 2.18 of the Agreement.

“Required Financial

Information” means all GAAP audited financial statements and related audit reports and GAAP unaudited quarterly interim financial

statements of the Company and its consolidated Subsidiaries of the type and form and for the historical periods that would be required

by and complies in all material respects with Regulation S-X promulgated by the SEC and Regulation S-K promulgated by the SEC for a registered

public offering of debt, equity or equity-linked securities on a registration statement on Form S-3 under the Securities Act in order

for Parent to consummate the offerings of debt, equity or equity-linked securities contemplated by the Debt Financing or any Alternative

Financing (or any replacement, amended, modified, alternative or substitute financing permitted by Section 5.17), which, in the

case of unaudited quarterly interim financial statements, will have been reviewed by the Company’s independent registered public

accounting firm as provided in AS Section 4105, Reviews of Interim Financial Information).

A-19

“Required Parent

Stockholder Vote” means the affirmative vote of a majority of the votes cast by the holders of the shares of Parent Common Stock

present in person or represented by proxy at the Parent Stockholders’ Meeting.

“Restricted Party”

means (a) any Person included on one or more of the Restricted Party Lists, (b) any Person owned 50% or more (directly or indirectly,

individually or in the aggregate) by, controlled by, or acting on behalf of a Person included on one or more of the Restricted Party Lists,

(c) any Person that constitutes, or is owned or controlled by, any Sanctioned Country government or the Government of Venezuela or (d)

a Person ordinarily resident in or an entity that is located in or organized under the laws of a Sanctioned Country.

“Restricted Party

Lists” means the list of sanctioned entities maintained by the United Nations; the Specially Designated Nationals and Blocked

Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, the Non-SDN Menu-Based Sanctions List,

and any other list administered by OFAC, the Denied Persons List, the Entity List, the Military End User List, and the Unverified List,

all administered by the U.S. Department of Commerce; and similar lists of restricted parties maintained by other applicable Governmental

Bodies.

“Sanctioned Country”

means any country or geographic region, which is currently or has since April 24, 2019 been itself the subject or target of U.S. comprehensive

territorial sanctions, including Cuba, Iran, North Korea and Syria (until July 1, 2025), the Crimea region and, since February 22, 2022,

the self-proclaimed Donetsk Peoples’ Republic and Luhansk Peoples’ Republic.

“Sarbanes-Oxley Act”

means the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

“SEC” means

the United States Securities and Exchange Commission.

“Second Merger”

has the meaning assigned to such term in the recitals to the Agreement.

“Second Merger Effective

Time” has the meaning assigned to such term in Section 1.4 of the Agreement.

“Section 409A”

has the meaning assigned to such term in Section 2.3(b) of the Agreement.

“Securities Act”

means the Securities Act of 1933, as amended.

“Significant Subsidiary”

has the meaning set forth in Rule 1-02(w) of Regulation S-X promulgated pursuant to the Exchange Act; provided that the following

entities shall not be “Significant Subsidiaries”: Honeywell Sinochem Lantian New Materials Co., Ltd., Quimobasicos, S.A. de

C.V. and Asahi-Schwebel (Taiwan) Co., Ltd.

A-20

“Software”

means, collectively, computer software (including drivers), computer programs (including any and all software implementation of algorithms,

models and methodologies whether in source code or object code), assemblers, applets, compilers, libraries, applications, utilities, diagnostics

and embedded systems, databases and computations (including any data and collections of data), firmware and other code incorporated or

embodied in hardware devices, data files, source code and object codes, tools, and user interfaces, each of the foregoing in any form

or format, and manuals and other specifications and documentation (including user manuals and training materials) and all know-how relating

thereto.

“Solvent”

has the meaning assigned to such term in Section 3.20 of the Agreement.

“Specified Governmental

Body” means any Governmental Body that has jurisdiction over: (a) the Company, Parent, Merger Sub One, Merger Sub Two or any

of their respective Significant Subsidiaries; (b) any business or asset of any Company Entity that is material to the Company Entities,

taken as a whole; or (c) any business or asset of any Parent Entity that is material to the Parent Entities, taken as a whole.

An Entity shall be deemed

to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially

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

least a majority of the members of such Entity’s board of directors or other governing body; or (b) at least 50% of the outstanding

equity, voting or financial interests in such Entity.

“Surviving Company”

has the meaning assigned to such term in Section 1.1 of the Agreement.

“Tail Policy Purchaser”

has the meaning assigned to such term in Section 5.7(b) of the Agreement.

“Takeover Statute”

has the meaning assigned to such term in Section 2.17 of the Agreement.

“Tax” means

any federal, state, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added

tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales

tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty),

deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under

the authority of any Governmental Body.

“Tax Matters Agreement”

means the Tax Matters Agreement, dated as of October 30, 2025, by and between RemainCo and Parent.

“Tax Return”

means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election,

certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted to, or

required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment

of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating

to any Tax.

“Transaction Taxes”

has the meaning ascribed to such term in the Tax Matters Agreement.

A-21

“Trade Control Laws”

means all export control, encryption control, economic sanctions, import, customs and anti-boycott laws, regulations and executive orders,

as well as any licenses or authorizations issued thereunder, of the United States and any other comparable and applicable Legal Requirements

of relevant jurisdictions outside the United States, specifically including but not limited to: (a) the Export Administration Regulations

(“EAR”) administered by the U.S. Department of Commerce; (b) the International Traffic in Arms Regulations (“ITAR”)

administered by the U.S. Department of State; (c) the International Emergency Economic Powers Act (“IEEPA”), the Trading

with the Enemy Act (“TWEA”), and sanctions, embargoes and restrictions administered by OFAC; (d) the Foreign Trade

Regulations administered by the U.S. Department of Commerce’s Bureau of Census; (e) the anti-boycott regulations administered by

the U.S. Department of Commerce and the U.S. Department of Treasury; and (f) all customs and import laws administered by the U.S. Department

of Homeland Security’s Customs and Border Protection (“CBP”), including the Uyghur Forced Labor Prevention Act.

“Treasury Regulations”

means the U.S. Treasury Regulations promulgated under the Code.

“Uncertificated Company

Share” has the meaning assigned to such term in Section 1.7 of the Agreement.

“Unqualified Transaction

Tax Opinion” means (i) the unqualified “will” opinion of Hogan Lovells Cadwalader US LLP delivered to RemainCo and

attached to the RemainCo Consent or (ii) if such opinion has been withdrawn, amended or modified or otherwise is no longer valid, an Unqualified

Tax Opinion (as defined in the Tax Matters Agreement) confirming that the Mergers will not cause RemainCo to recognize gain under Section

355(e) of the Code with respect to the Distribution (as defined in the Tax Matters Agreement).

“Voting and Support

Agreement” has the meaning assigned to such term in the recitals of the Agreement.

“WARN”

means, collectively, the WARN Act and all similar foreign, state, or local “mass layoff,” “relocation,” “plant

closing” or “termination” Legal Requirements.

“WARN Act”

means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

A-22

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Jul. 06, 2026

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Amendment Description

This

Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of Solstice Advanced Materials Inc. (“Solstice”)

amends Solstice's Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on July 7, 2026 (the “Original

Report”). This Amendment is being filed solely to correct typographical errors in the previously filed version of the Agreement

and Plan of Merger (the “Merger Agreement”), dated as of July 6, 2026, by and among Solstice, Element Solutions Inc, Solar

Merger Sub One Inc. and Solar Merger Sub Two LLC, and replace in its entirety Exhibit 2.1 filed with the Original Report with the correct

version of Exhibit 2.1 filed herewith. Other than as described above, this Amendment does not amend any other information previously

filed in the Original Report.

Document Period End Date

Jul. 06, 2026

Entity File Number

001-42812

Entity Registrant Name

SOLSTICE ADVANCED MATERIALS INC.

Entity Central Index Key

0002064953

Entity Tax Identification Number

33-2919563

Entity Incorporation, State or Country Code

Entity Address, Address Line One

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Morris Plains

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Local Phone Number

370-8188

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