Form 8-K

8-K — Jasper Therapeutics, Inc.

Accession: 0001213900-26-078887

Filed: 2026-07-17

Period: 2026-07-16

CIK: 0001788028

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

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

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

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298229-8k_jasper.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED JULY 16, 2026, BY AND AMONG JASPER THERAPEUTICS, INC., KIRA HOLDCO INC. AND KIRA PHARMACEUTICALS (ea029822901ex2-1.htm)

EX-3.1 — JASPER THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF NON-VOTING CONVERTIBLE PREFERRED STOCK (ea029822901ex3-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 16, 2026, BY AND AMONG JASPER THERAPEUTICS, INC. AND EACH INVESTOR LISTED ON EXHIBIT A THERETO (ea029822901ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT, BY AND AMONG JASPER THERAPEUTICS, INC. AND THE INVESTORS SIGNATORY THERETO (ea029822901ex10-2.htm)

EX-99.1 — JASPER THERAPEUTICS, INC. CORPORATE PRESENTATION, DATED JULY 16, 2026 (ea029822901ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

July 16, 2026

JASPER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39138

84-2984849

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2200 Bridge Pkwy Suite #102

Redwood City, CA

94065

(Address of principal executive offices)

(Zip Code)

(650) 549-1400

Registrant’s telephone number, including area code

N/A

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

Check the appropriate box below if the Form 8-K

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

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Voting Common Stock, par value $0.0001 per share

JSPR

The Nasdaq Stock Market LLC

Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00

JSPRW

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 or Rule 12b-2 of the Securities Exchange

Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01 - Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On July 16, 2026, Jasper Therapeutics, Inc., a Delaware corporation

(the “Company” or “Jasper”), acquired Kira Pharmaceuticals (“Kira”), a Cayman Islands exempted company,

in accordance with the terms of the Agreement and Plan of Merger, dated July 16, 2026 (the “Merger Agreement”), by and among

the Company, Kira and Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”).

Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, pursuant to which Merger Sub was the surviving corporation and

became a wholly owned subsidiary of the Company (the “Merger”). The Merger is intended to qualify as a tax-free reorganization for

U.S. federal income tax purposes.

Under the terms of the Merger Agreement, following the closing of the

Merger (the “Closing”), the Company issued to the shareholders of Kira an aggregate of (i) 5,195,009 shares (the “Merger

Shares”) of voting common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) 4,644,977 shares

of non-voting convertible preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), each share

of which is convertible into 61 shares of Common Stock, subject to certain conditions described below. The powers, preferences, rights,

qualifications, limitations and restrictions applicable to the Preferred Stock are set forth in the Certificate of Designation (as defined

below), the description of which is set forth in Item 5.03 of this Current Report on Form 8-K and incorporated into this Item 1.01 by

reference.

Pursuant to the terms of the Merger Agreement, each option to purchase

Kira ordinary shares was assumed by the Company and was converted into options (the “Options”) to purchase an aggregate of

392,791 shares of Common Stock and an aggregate of 351,201 shares of Preferred Stock. In addition, pursuant to the Merger Agreement, a total of 254,462 shares of Preferred Stock were issued to the holders of Company SAFEs

(as defined in the Merger Agreement).

Shares of Common Stock, options and warrants held by equityholders

of Jasper immediately prior to the effective time of the Merger (the “Effective Time”) remain outstanding and unaffected by

the Merger. Immediately following the consummation of the Merger but prior to giving effect to the Financing (as defined below), pre-transaction equityholders

of the Company hold approximately 11.27% of the shares of Common Stock and former equityholders of Kira hold approximately 88.73% of the

shares of Common Stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations

and assuming the conversion in full of the Preferred Stock). Following the consummation of the Financing, pre-transaction equityholders

of the Company will hold approximately 6.68% of the issued and outstanding shares of Common Stock, former equityholders of Kira will hold

approximately 49.86% of the issued and outstanding shares of Common Stock, and the Investors (as defined below) will hold approximately

43.46% of the issued and outstanding shares of Common Stock, in each case, calculated on a fully-diluted basis (without giving effect

to any beneficial ownership limitations and assuming the conversion in full of the Preferred Stock).

Pursuant to the Merger Agreement and the Purchase Agreement (as defined

below), the Company has agreed to, within 120 days following the Closing, take all action reasonably necessary to hold a stockholders’

meeting to submit the following matters to its stockholders for their consideration (i) the approval, in accordance with the rules

of The Nasdaq Stock Market LLC of the conversion of the Preferred Stock issued pursuant to the Merger Agreement

and to be issued pursuant to the Purchase Agreement into shares of Common Stock, (ii) the

ratification of the appointment of Patrick Crutcher to the Board of Directors of the Company (the “Board”) and (iii) the approval

of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock by an amount sufficient

to permit the conversion of all Preferred Stock and PIPE Securities (as defined below) issued or reserved for issuance pursuant to the

Merger Agreement and the Purchase Agreement, respectively, into Common Stock in accordance with the terms of the Certificate of Designation

((i) – (iii) collectively, the “Company Stockholder Matters”). In connection with these matters, the Company intends

to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant materials.

Pursuant to the Merger Agreement, promptly after the Effective

Time, the Company has agreed to prepare and file with the SEC, a Registration Statement on Form S-8 to register the Common

Stock (including shares of Common Stock issuable upon conversion of Preferred Stock issuable upon exercise of the Options) issuable

upon exercise of the Options.

The Board unanimously approved the Merger Agreement and the related

transactions, and the consummation of the Merger did not require the approval of the Company’s stockholders.

The foregoing description of the Merger and the Merger Agreement does

not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to

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

The Merger Agreement has been included to provide investors and security

holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Kira. The

Merger Agreement contains representations, warranties and covenants that the Company and Kira made to each other as of specific dates.

The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between

the Company and Kira and may be subject to important qualifications and limitations agreed to by the Company and Kira in connection with

negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution

of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may

be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating

risk between the Company, on the one hand, and Kira, on the other hand, rather than establishing matters as facts. Moreover, information

concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent

information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely

on the representations and warranties as statements of factual information at the time they were made or otherwise.

Support Agreements

In connection with the execution of the Merger Agreement, the directors

and the officers of the Company, solely in their capacity as stockholders of the Company, and representing approximately 1% of the pre-transaction shares

of Common Stock outstanding, executed support agreements in favor of the Company (the “Support Agreements”). The Support Agreements

provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of Common Stock

owned by such stockholder in favor of the Company Stockholder Matters at the Company stockholders’ meeting to be held in connection

therewith, subject to and in accordance with the terms of the Support Agreements.

The foregoing description of the Support Agreements does not purport

to be complete and is qualified in its entirety by reference to the form of the Support Agreement, which is included as Exhibit C to the

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

Lock-up Agreements

Concurrently and in connection with the execution of the Merger Agreement,

directors and executive officers of Kira, solely in their capacity as shareholders of Kira, certain stockholders of Kira, and all of the

directors and officers of the Company, solely in their capacity as stockholders of the Company, entered into lock-up agreements (the “Lock-up Agreements”)

with the Company, pursuant to which each such stockholder is subject to a lockup on the sale or transfer of shares of Common Stock and

Preferred Stock held by each such stockholder at the Closing for a period of 180 days after the Closing. The Lock-up Agreements also provide

that such restrictions will be terminated upon the termination of such party’s employment or service as a director with the Company.

The foregoing description of the Lock-up Agreements does

not purport to be complete and is qualified in its entirety by reference to the form of the Lock-up Agreement, which is included

as Exhibit B to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein

by reference.

Contingent Value Rights Agreement

The Merger Agreement contemplates that within 30 days following the

Effective Time, the Company and the Rights Agent (as defined therein) will execute and deliver a contingent value rights agreement (the

“CVR Agreement”), pursuant to which each holder of Common Stock of record immediately prior to the Effective Time is entitled

to one (1) contractual contingent value right (“CVR”) issued by the Company, subject to and in accordance with the terms

and conditions of the CVR Agreement, for each share of Common Stock held by such holder. Each CVR shall entitle the holder thereof to

receive a pro rata portion of $30.0 million (the “Milestone Payment”) if the United States Food and Drug Administration issues

a Priority Review Voucher (as defined in the CVR Agreement) in connection with briquilimab (the “Milestone”) on or prior to

December 31, 2028 (the “Expiration Date”). If the Milestone is achieved on or prior to the Expiration Date and the Company

undergoes a Change of Control (as defined in the CVR Agreement), the Company shall pay the Milestone Payment on the earlier of (i) the

date of the consummation of such Change of Control and (ii) ninety (90) days following the Monetization Event (as defined in the

CVR Agreement). If the Milestone is achieved on or prior to the Expiration Date but a Monetization Event has not yet occurred on or prior

to the Expiration Date, the CVRs shall continue in full force and effect and shall not expire until the Milestone Payment has been paid

in full, with the Milestone Payment to be paid on the date that is ninety (90) days following the Monetization Event. The CVRs are not

transferable, except in certain limited circumstances as will be provided in the CVR Agreement, will not be certificated or evidenced

by any instrument, and will not be registered with the SEC or listed for trading on any exchange.

The foregoing description of the CVR Agreement does not purport to

be complete and is qualified in its entirety by reference to the form of the CVR Agreement, which is included as Exhibit F to the

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

Private Placement and Securities Purchase Agreement

Concurrently with the execution of the Merger Agreement, the Company

entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”).

Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of approximately 4.7 million shares of Preferred Stock (the “PIPE Securities”)

for an aggregate cash purchase price of approximately $132 million (the “Financing”). Each share of Preferred Stock will

be convertible into 61 shares of Common Stock, subject to certain conditions. The powers, preferences, rights, qualifications, limitations

and restrictions applicable to the Preferred Stock are set forth in the Certificate of Designation (as defined below).

The closing of the Financing is expected to occur on July 20, 2026,

the second business day after the date of the Merger Agreement, subject to customary closing conditions set forth in the Purchase Agreement

including the accuracy of representations and warranties, compliance with covenants and the delivery of customary closing deliverables.

The foregoing summary of the Purchase Agreement does not purport to

be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current

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

Registration Rights Agreement

Concurrently with the execution of the Purchase Agreement, the Company

entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration

Rights Agreement, the Company is required to prepare and file a resale registration statement with respect to the shares of Common Stock

issuable upon conversion of the PIPE Securities with the SEC within 90 calendar days following the date of the closing of the Financing

(the “Filing Deadline”). The Company shall use its reasonable best efforts to cause this registration statement to be declared

effective by the SEC by the thirtieth calendar day (or, in the event the SEC reviews the registration statement, the sixtieth calendar

day) following the earlier of the Filing Deadline and the date the registration statement is filed with the SEC; provided, however, that

if the Company is notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review and

comments, the deadline shall be the fifth trading day following the date on which the Company is so notified.

The Company has also agreed to, among other things, indemnify the Investors,

their officers, directors, members, employees, partners, managers, stockholders, affiliates, investment advisors and agents under the

registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and

any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.

The Financing is exempt from registration pursuant to Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”), promulgated thereunder, as a transaction by an issuer not

involving a public offering, and Rule 506 of Regulation D. The Investors have acquired the securities for investment only and not with

a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued

in this transaction.

The foregoing summary of the Registration Rights Agreement does not

purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2

to this Current Report on Form 8-K.

Mirador License Agreement

On July 13, 2026, Kira entered into a License Agreement (the

“Mirador License Agreement”) with Mirador Therapeutics, Inc. (“Mirador”). Pursuant to the Mirador License

Agreement, Kira granted to Mirador an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses through

multiple tiers, under certain patents (“Kira Licensed Patents”) and know-how controlled by Kira, including patent rights

licensed to Kira under its License Agreement with The Trustees of the University of Pennsylvania, dated June 9, 2017 (as amended),

to develop, manufacture and commercialize products containing Kira’s proprietary anti-C5a antibody (designated internally as

KP301) and anti-C5aR small molecule compound (designated internally as KP402) (“Kira Licensed Products”) for all uses

and indications worldwide.

In consideration for the license, Mirador agreed to pay Kira an upfront

payment of $12,000,000. Mirador is also obligated to pay Kira up to an aggregate of $108,500,000 in development and regulatory milestone

payments and up to an aggregate of $350,000,000 in commercial, net sales-based milestone payments across all Kira Licensed Products upon

the achievement of certain development, regulatory and commercial milestones. Mirador will pay tiered royalties to Kira based on annual

net sales of Kira Licensed Products, ranging from low to mid-single digits. Royalties are payable, on a Kira Licensed Product-by-Kira

Licensed Product and country-by-country basis, during the applicable royalty term, which commences with the first commercial sale of such

Kira Licensed Product in such country and continues until the latest of (a) expiration of the last-to-expire Kira Licensed Patent claim

covering the applicable Kira Licensed Product in the such country, (b) 12 years after the first commercial sale of such Kira Licensed

Product in such country, and (c) expiration of regulatory exclusivity for such Kira Licensed Product in such country.

Under the Mirador License Agreement, Kira agreed, subject to certain

exceptions, not to itself develop, manufacture or commercialize, or grant any third party a license with respect to, any compound, antibody

or product directed to C5a or C5aR during the applicable exclusivity period.

The Mirador License Agreement continues until the expiration of the

last royalty term applicable to any Kira Licensed Product in any country, unless earlier terminated. Mirador may terminate the Mirador

License Agreement, in whole or with respect to a particular Kira Licensed Product or country, for convenience upon 90 days’ prior

written notice to Kira, or for Kira’s uncured material breach or the occurrence of specified insolvency events of Kira. Kira may

terminate the Mirador License Agreement for Mirador’s uncured material breach, for the occurrence of specified insolvency events

of Mirador, or if Mirador challenges a Kira Licensed Patent. Upon certain terminations, Mirador is required to grant Kira a reversionary

license, together with related regulatory approval transfer and technology transfer rights, as more fully described in the Mirador License

Agreement.

The Mirador License Agreement also contains customary representations,

warranties and covenants, including provisions relating to diligence, regulatory matters, reporting obligations, indemnity, limitation

of liability, confidentiality and other matters.

The foregoing summary of the Mirador License Agreement does not purport

to be complete and is qualified in its entirety by reference to the form of Mirador License Agreement, a copy of which will be filed with

the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 2.01 - Completion of Acquisition or Disposition of

Assets.

On July 16, 2026, the Company completed its acquisition of Kira. The

information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.02 - Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is

incorporated by reference into this Item 3.02. The PIPE Securities were offered and sold in transactions exempt from registration under

the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented

that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only

and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities have not been

registered under the Securities Act and the PIPE Securities may not be offered or sold in the United States absent registration or an

exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor

any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or Preferred Stock

or any other securities of the Company.

Pursuant to the Merger Agreement, the Company issued the Merger Shares

and shares of Preferred Stock. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference

into this Item 3.02. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated

thereunder.

Item 5.02 - Departure of Directors or Certain Officers;

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

Resignation of Directors

In accordance with the Merger Agreement,

on July 16, 2026, Vishal Kapoor and Scott Brun, M.D., notified the Board of their resignations, each effective immediately after the Effective

Time. Neither Mr. Kapoor’s nor Dr. Brun’s resignation is a result of any disagreement with the Company on any matter relating

to the Company’s operations, policies or practices. In connection with the resignations of Mr. Kapoor and Mr. Brun from the Board, the Board reduced the authorized number of members of the

Board from eight to six, effective immediately after the Effective Time.

Appointment of Director

In accordance with the Merger Agreement, on July 16, 2026, the Board

appointed Patrick Crutcher, age 41, to the Board as a Class I director, effective as of immediately after the Effective Time.

Mr. Crutcher has over 15 years’ experience establishing and

building private and public biotechnology companies, with a focus on business development, precision therapeutics for rare diseases and

biologics in drug development. Mr. Crutcher is currently the Founder & Chairman of AstralBio, Inc., MPN Therapeutics, Inc., ImmuneStudio,

Inc. and is managing member of Chyma Bioventures LLC. He also co-founded Helicore Biopharma, Inc., an obesity company backed by Orbimed

and Versant. Mr. Crutcher served as Co-Founder, CEO and director of Mach5 Therapeutics from April 2024 through the company’s acquisition

by Kira in March 2026. Mr. Crutcher served as a Director of CrossBridge Bio, Inc. from March 2023 through the company’s acquisition

by Eli Lilly (NYSE: LLY) for up to $300M in April 2026. Mr. Crutcher served as Co-Founder, CEO and director of AlmataBio Inc. from April

2023 through the company’s acquisition by Avalo Therapeutics Inc. (Nasdaq: AVTX) for $40M in March 2024 and as the Co-Founder,

CEO and director of ValenzaBio from December 2019 through the company’s acquisition by Acelyrin (Nasdaq: SLRN) for $240M in January

2023 before their $600M IPO. Mr. Crutcher also served as Chairman and President of Ichorion Therapeutics, Inc. from July 2017 until its

acquisition by Cerecor in September 2018. Mr. Crutcher received a B.S. in Mathematics from the University of Illinois and an M.S. and

C.Phil. in Statistics from the University of California, Los Angeles.

Except as described in the Merger Agreement and Item 1.01 above, there

are no arrangements or understandings between Mr. Crutcher and any other person pursuant to which he was appointed as a director of the

Company. Mr. Crutcher is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as a director, Mr. Crutcher entered into an indemnification agreement with the Company in the same form as its standard form of indemnification agreement with its other

directors.

In accordance with the Company’s Non-Employee Director Compensation

Policy (the “Policy”), as a non-employee director of the Company, Mr. Crutcher is initially entitled to receive cash compensation

in the amount of $40,000 per year for his service on the Board, prorated for the portion of the year on which he serves on the Board.

In addition, pursuant to the Policy, on July 16, 2026, the effective date of his appointment, Mr. Crutcher was granted a one-time non-statutory

stock option to purchase 15,000 shares of Common Stock, of which 25% of the total number of shares subject to the option shall vest on

the one-year anniversary of the date of grant and 1/48th of the total number of shares subject to the option shall vest monthly thereafter,

in each case subject to Mr. Crutcher’s continuous service to the Company through each applicable vesting date. Notwithstanding anything

to the contrary in the Policy, the option grant shall be subject to the terms and conditions of the Company’s equity plan and additional

terms.

Concurrently with Mr. Crutcher’s

appointment to the Board, he was also appointed to the Audit Committee of the Board and the Nominating and Corporate Governance Committee

of the Board.

Executive Officer

In accordance with the Merger Agreement,

on July 16, 2026, the Board appointed Matthew Ros, age 60, as the Chief Operating Officer of the Company, effective as of immediately

after the Effective Time. Mr. Ros will not be entering into an employment agreement with the Company in connection with his appointment

as Chief Operating Officer as of the Effective Time.

Since 2019, Mr. Ros has served as

a Board Member of Cogent Biosciences and has more than 37 years of experience in global pharmaceutical and early-stage biotechnology companies

with a track record of raising capital in both public and private markets, building high-performing teams, and leading turnarounds and

transformations that reposition companies for sustainable, long-term growth. Most recently, Mr. Ros served as the Chief Operating Officer

of Verastem, Inc., a late-stage fully integrated commercial company. Prior to Verastem, Mr. Ros served as Chief Executive Officer and

Director of Fore Biotherapeutics Inc., a private, early clinical-stage precision oncology company focused on recurrent central nervous

system malignancies. Mr. Ros also served as Chief Strategy and Business Officer and Chief Operating Officer of Epizyme, Inc., a biopharmaceutical

company, ultimately acquired by Ipsen S.A. He also held senior leadership positions at Sanofi and Genzyme, including Chief Operating Officer

and Global Head of the Oncology Business Unit. Earlier in his career, Mr. Ros served in senior leadership roles at ARIAD Pharmaceuticals

and Bristol-Myers Squibb. Mr. Ros received a B.S. in Business Administration from the State University of New York at Plattsburgh.

Mr. Ros has no family relationships

with any of the executive officers or directors of the Company. Except as otherwise described in the Merger Agreement, there are no arrangements

or understandings between Mr. Ros and any other person pursuant to which he was appointed as an executive officer of the Company. Mr.

Ros is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as a Chief Operating Officer, Mr. Ros entered into an indemnification agreement with the Company in

the same form as its standard form of indemnification agreement with its other executive officers.

Item 5.03 - Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On July 16, 2026, the Company filed with the Secretary of State of

the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Non-Voting Convertible Preferred Stock

(the “Certificate of Designation”) in connection with the Merger and the Financing referenced in Item 1.01 above. The Certificate

of Designation sets forth the designations, powers, preferences and relative, participating, optional or other special rights, and the

qualifications, limitations or restrictions thereof, of the Preferred Stock.

Holders of Preferred Stock are entitled to receive dividends on shares

of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form, and in the same manner, as dividends (other

than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as

and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock; provided, however

that no holders of Preferred Stock are entitled to receive the rights distributed pursuant to the CVR, or any amounts paid under the CVR.

Except as otherwise required by law, the Preferred Stock will have

no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Company will not, without the affirmative vote

of the holders of a majority of the then outstanding shares of the Preferred Stock: (i) alter or change adversely the powers, preferences

or rights given to the Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any

provision to, the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),

or the Third Amended and Restated Bylaws of the Company, or file any articles of amendment, certificate of designations, preferences,

limitations and relative rights of any series of Preferred Stock, in each case, if such action would adversely alter or change the preferences,

rights, privileges or powers of, or restrictions provided for the benefit of the Preferred Stock, regardless of whether any of the foregoing

actions will be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further

shares of Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Preferred Stock, (iii)

prior to the Stockholder Approval (as defined in the Certificate of Designation), consummate either: (A) any Fundamental Transaction (as

defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another entity or any stock

sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least

a majority of the voting power of the capital stock of the Company immediately after such transaction in which the Company issues securities

in such transaction that represent or are convertible into securities representing more than a majority of the voting power of the Company

immediately before such transaction, (iv) prior to the Stockholder Approval, authorize or issue any class or series of stock that has

powers, preferences or rights that are senior or pari passu to those of the Preferred Stock, (v) amend, waive or modify the Merger Agreement

in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder Approval or the Automatic Conversion

(as defined below) or (vi) enter into any agreement with respect to any of the foregoing.

On the third business day following the receipt of Stockholder Approval,

each share of Preferred Stock shall automatically convert into a number of shares of Common Stock equal to the Conversion Ratio (as defined

below) (the “Automatic Conversion”), subject to certain limitations, including that a holder of Preferred Stock is prohibited

from converting shares of Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its

affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total

number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The “Conversion Ratio”

for each share of Preferred Stock shall be 61 shares of Common Stock issuable upon the conversion of each share of Preferred Stock (corresponding

to a ratio of 61:1), subject to adjustment as provided in the Certificate of Designation.

If at any time after the earlier of (i) approval of the Company Stockholder

Matters or (ii) twelve months after the initial issuance of the Preferred Stock, the Company fails to deliver to the holder of the Preferred

Stock shares of Common Stock underlying such shares Preferred Stock, then (other than in certain circumstances set forth in the Certificate

of Designation), the Company will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds

equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares of Preferred Stock.

The foregoing description of the Preferred Stock does not purport to

be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to

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

Item 7.01 - Regulation FD Disclosure.

On July 16, 2026, the Company made available the Company’s investor presentation to be used in general corporate and investor communications.

A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including

the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and

shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise

subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including

Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of

the Company under the Securities Act.

Forward-Looking Statements

Except for the factual statements made herein, information contained

in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism,

satisfaction or disappointment with current prospects or future events, as well as words such as “believes,” “intends,”

“expects,” “plans” and similar expressions, or the use of future tense, identify forward-looking statements, but

their absence does not mean that a statement is not forward-looking. Such forward-looking statements, include, but are not limited to,

statements related to the Merger Agreement and the Merger, including the intended tax treatment of the Merger and any potential approval

of the Company Stockholder Matters; the Company’s intent to file a Registration Statement on Form S-8; statements relating to the

Financing, including the expected timing, closing and gross proceeds and the expected filing of the resale registration statement; the

CVR Agreement, including any achievement of the Milestone or timing for the Milestone Payment; and statements related to the automatic

conversion of the Preferred Stock, and are not guarantees of performance and actual actions or events could differ materially from those

contained in such statements. These statements are subject to a number of risks and uncertainties, and actual results may differ materially.

These risks and uncertainties include, but are not limited to, the Company’s ability to consummate the Financing or realize the

anticipated benefits from the transactions, including as a result of its failure to receive the approval of the Company Stockholder Matters;

the Company’s ability to attract or retain key management, members of the board of directors and other personnel; the impacts of

general macroeconomic and geopolitical conditions on the Company’s business and financial position; and other risks and uncertainties

detailed from time to time in the Company’s periodic reports filed with the SEC, including the Company’s most recent Annual

Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current

Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to publicly update

any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current Report on Form

8-K, unless required by law.

Item 9.01 - Financial Statements and Exhibits.

(a) Financial statements of business acquired

The financial statements required by this Item 9.01(a) are not

included in this Current Report on Form 8-K. The Company intends to include such financial statements by amendment to this Current

Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information

The pro forma financial information required by this Item 9.01(b)

is not included in this Current Report on Form 8-K. The Company intends to include such pro forma financial information by amendment

to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required

to be filed.

Exhibit

Number

Description

2.1†

Agreement and Plan of Merger, dated July 16, 2026, by and among Jasper Therapeutics, Inc., Kira Holdco Inc. and Kira Pharmaceuticals.

3.1

Jasper Therapeutics, Inc. Certificate of Designation of Preferences, Rights and Limitations of Non-Voting Convertible Preferred Stock.

10.1

Form of Securities Purchase Agreement, dated as of July 16, 2026, by and among Jasper Therapeutics, Inc. and each investor listed on Exhibit A thereto.

10.2

Form of Registration Rights Agreement, by and among Jasper Therapeutics, Inc. and the investors signatory thereto.

99.1

Jasper Therapeutics, Inc. Corporate Presentation, dated July 16, 2026.

104

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

†

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JASPER THERAPEUTICS, INC.

Date: July 16, 2026

By:

/s/ Herb Cross

Name:

Herb Cross

Title:

Chief Financial Officer

EX-2.1 — AGREEMENT AND PLAN OF MERGER, DATED JULY 16, 2026, BY AND AMONG JASPER THERAPEUTICS, INC., KIRA HOLDCO INC. AND KIRA PHARMACEUTICALS

EX-2.1

Filename: ea029822901ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among:

JASPER THERAPEUTICS, INC.,

a Delaware corporation;

KIRA HOLDCO INC.,

a Delaware corporation;

and

KIRA PHARMACEUTICALS,

a Cayman Islands exempted company

Dated as of July 16, 2026

TABLE OF CONTENTS

Page

Section 1.

DESCRIPTION OF TRANSACTION

1.1.

The Merger

1.2.

Effects of the Merger

1.3.

Closing; Effective Time

1.4.

Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers of Surviving Corporation and Parent

1.5.

Merger Consideration; Effect of Merger on Company Shares

1.6.

Conversion of Shares

1.7.

Closing of the Company’s Register of Members

1.8.

Exchange of Shares.

1.9.

Appraisal Rights

1.10.

Equity Awards; Company SAFEs

1.11.

Calculation of Parent Net Cash

1.12.

Contingent Value Right

1.13.

Further Action

1.14.

Withholding

Section 2.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.1.

Due Organization; Subsidiaries

2.2.

Organizational Documents

2.3.

Authority; Binding Nature of Agreement

2.4.

Vote Required

2.5.

Non-Contravention; Consents

2.6.

Capitalization

2.7.

Financial Statements

2.8.

Absence of Changes

2.9.

Absence of Undisclosed Liabilities

2.10.

Title to Assets

2.11.

Real Property; Leasehold

2.12.

Intellectual Property

2.13.

Agreements, Contracts and Commitments

2.14.

Compliance; Permits; Restrictions

2.15.

Legal Proceedings; Orders

2.16.

Tax Matters

2.17.

Employee and Labor Matters; Benefit Plans

2.18.

Environmental Matters

2.19.

Insurance

2.20.

No Financial Advisors

2.21.

Transactions with Affiliates

2.22.

International Trade Compliance.

2.23.

Anti-Bribery

2.24.

Accredited Investors

2.25.

Disclaimer of Other Representations or Warranties

Section 3.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

3.1.

Due Organization; Subsidiaries

3.2.

Organizational Documents

3.3.

Authority; Binding Nature of Agreement

3.4.

Vote Required

3.5.

Non-Contravention; Consents

3.6.

Capitalization

3.7.

SEC Filings; Financial Statements

3.8.

Absence of Changes

3.9.

Absence of Undisclosed Liabilities

3.10.

Title to Assets

3.11.

Real Property; Leasehold

3.12.

Intellectual Property

3.13.

Agreements, Contracts and Commitments

3.14.

Compliance; Permits

3.15.

Legal Proceedings; Orders

3.16.

Tax Matters

3.17.

Employee and Labor Matters; Benefit Plans

3.18.

Environmental Matters

3.19.

Transactions with Affiliates

3.20.

Insurance

3.21.

Opinion of Financial Advisor

3.22.

No Financial Advisors

3.23.

Anti-Bribery

3.24.

International Trade Compliance.

3.25.

Valid Issuance

3.26.

Disclaimer of Other Representations or Warranties

Section 4.

ADDITIONAL AGREEMENTS OF THE PARTIES

4.1.

Company Shareholder Matters; Required Company Shareholder Vote

4.2.

Parent Stockholders’ Meeting

4.3.

Reservation of Parent Voting Common Stock; Issuance of Shares of Parent Common Stock

4.4.

Employee Benefits

4.5.

Indemnification of Officers and Directors

4.6.

Additional Agreements

4.7.

Proxy Statement

4.8.

Listing

4.9.

Tax Matters

4.10.

Legends

4.11.

Directors and Officers

4.12.

Board Observers

4.13.

Section 16 Matters

4.14.

Closing Certificates

4.15.

Takeover Statutes

4.16.

Parent Options and Parent RSUs

4.17.

Parent Warrants

4.18.

Obligations of Merger Sub

4.19.

Private Placement

4.20.

Audited Financial Statements

Section 5.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY

5.1.

No Restraints

5.2.

Listing

5.3.

Certificate of Designation

5.4.

Concurrent Investment

Section 6.

CLOSING DELIVERIES OF THE COMPANY

6.1.

Documents

6.2.

FIRPTA Certificate

6.3.

Company Lock-Up Agreements

6.4.

Required Company Shareholder Vote

Section 7.

CLOSING DELIVERIES OF PARENT

7.1.

Documents

7.2.

Parent Lock-Up Agreements

Section 8.

MISCELLANEOUS PROVISIONS

8.1.

Non-Survival of Representations and Warranties

8.2.

Amendment

8.3.

Waiver

8.4.

Entire Agreement; Counterparts; Exchanges by Electronic Transmission

8.5.

Applicable Law; Jurisdiction; WAIVER OF JURY TRIAL

8.6.

Assignability

8.7.

Notices

8.8.

Cooperation

8.9.

Severability

8.10.

Other Remedies; Specific Performance

8.11.

No Third-Party Beneficiaries

8.12.

Construction

8.13.

Expenses

iii

Exhibits:

Exhibit A

Definitions

Exhibit B

Form of Lock-Up Agreement

Exhibit C

Form of Parent Stockholder Support Agreement

Exhibit D

Form of PIPE Purchase Agreement

Exhibit E

Form of Certificate of Designation

Exhibit F

Form of CVR Agreement

Exhibit G

Post-Closing Directors and Officers

Exhibit H

Form of Plan of Merger

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF

MERGER is made and entered into as of July 16, 2026, by and among Jasper Therapeutics, Inc., a Delaware corporation (“Parent”),

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

a Cayman Islands exempted company (the “Company”). Certain capitalized terms used in this Agreement are defined

in Exhibit A.

RECITALS

A. Parent and the Company

intend to effect a merger of the Company with and into Merger Sub (the “Merger”) in accordance with this Agreement,

the DGCL and Part 16 of the Companies Act (as revised) of the Cayman Islands (the “Companies Act”), with Merger

Sub being the surviving Entity of the Merger.

B. The Parties intend that

the Merger will constitute a “reorganization” within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of

the Code, and by executing this Agreement, the Parties intend to adopt this Agreement as a plan of reorganization within the meaning of

Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

C. The Parent Board has (i)

determined that this Agreement and the Contemplated Transactions are advisable and in the best interests of Parent and its stockholders,

(ii) approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of the Parent Common Stock

Payment Shares and the Parent Preferred Stock Payment Shares to the shareholders of the Company pursuant to the terms of this Agreement,

and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of

the Parent vote to approve the Parent Stockholder Matters at the Parent Stockholders’ Meeting to be convened following the Closing.

D. The Merger Sub Board has

(i) determined that this Agreement and the Contemplated Transactions are advisable and in the best interests of Merger Sub and its sole

stockholder, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, (iii) directed that this Agreement

be submitted to the sole stockholder of Merger Sub for its adoption, and (iv) determined to recommend that the sole stockholder of Merger

Sub vote in favor of the adoption of this Agreement.

E. The Company Board has (i)

determined that the terms of this Agreement, the Plan of Merger and the Contemplated Transactions are in the best interests of the Company,

(ii) approved and declared it advisable to enter into this Agreement, the Plan of Merger and the Contemplated Transactions and (iii) resolved

to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the shareholders of the Company authorize

this Agreement and the Plan of Merger at the Company Shareholder Meeting and vote to approve the Company Shareholder Matters by the Required

Company Shareholder Vote and the Preferred Consent.

F. The execution of this Agreement

by the Company, and the adoption, approval and authorization by the Company of the Plan of Merger and the Contemplated Transactions, are

conditional upon the Company obtaining the Required Company Shareholder Vote and the Preferred Consent immediately prior to the execution

of this Agreement.

G. Immediately following the

execution of this Agreement, but prior to the filing of the Certificate of Merger, Parent will file the Certificate of Designation with

the office of the Secretary of State of the State of Delaware.

H. Concurrently with the execution

of this Agreement and as a condition and inducement to each of Parent and the Company’s willingness to enter into this Agreement,

all of the directors and executive officers of Parent, solely in their capacity as stockholders of Parent (the “Parent Signatories”),

and all of the directors, all of the officers and the shareholders of the Company listed in Section A of the Company Disclosure

Schedule (solely in their capacity as shareholders of the Company) (the “Company Signatories”) are executing

lock-up agreements in substantially the form attached hereto as Exhibit B (each, a “Lock-Up Agreement”).

I. Concurrently with the execution

of this Agreement and as a condition and inducement to the Company’s willingness to enter into this Agreement, all of the directors

and all of the executive officers of Parent (solely in their capacity as stockholders of Parent), are executing support agreements in

favor of the Company in substantially the form attached hereto as Exhibit C (the “Parent Stockholder Support Agreement”),

pursuant to which such Persons have, subject to the terms and conditions set forth therein, agreed to vote all of their shares of capital

stock of Parent in favor of the Parent Stockholder Matters.

J. Concurrently with the execution

of this Agreement, the Parent has entered into a securities purchase agreement with certain investors, in substantially the form attached

hereto as Exhibit D (the “PIPE Purchase Agreement”), pursuant to which all such investors,

upon the terms and subject to the conditions set forth in the PIPE Purchase Agreement, shall purchase shares of Parent Convertible Preferred

Stock at the Purchase Price (as defined in the PIPE Purchase Agreement), in a private placement (the “Concurrent Investment”)

to be consummated on the second (2nd) Business Day after the date hereof, or at such other time and place as the Parent may designate

by notice to all such investors.

AGREEMENT

The Parties, intending to

be legally bound, agree as follows:

Section

1. DESCRIPTION OF TRANSACTION

1.1. The Merger.

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable provisions of the DGCL and

the Companies Act, at the Effective Time, the Company shall be merged with and into Merger Sub, following which, the Company will be struck

off the Register of Companies in the Cayman Islands and the separate existence of the Company shall cease. As a result of the Merger,

Merger Sub will continue as the surviving entity in the Merger (the “Surviving Corporation”).

1.2. Effects of the

Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Plan of Merger, the

Certificate of Merger and in the applicable provisions of the DGCL and the Companies Act. Without limiting the generality of the foregoing,

and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub

shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities

and duties of the Surviving Corporation.

1.3. Closing; Effective

Time. The consummation of the Merger (the “Closing”) is being consummated remotely via the electronic

exchange of documents and signatures on the Closing Date, or at such other time, date and place as Parent and the Company may mutually

agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date.” Upon

the terms and subject to the conditions set forth herein, contemporaneously with the Closing, the Parties shall (a) cause the Plan of

Merger to be duly executed and filed with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”)

as provided by Section 233 and Section 237 of the Companies Act, and make any other filings, declarations, undertakings, certificates,

documents, recordings or publications (as applicable) required to be made by the Company or Merger Sub under the relevant provisions of

the Companies Act in connection with the Merger (together, the “Cayman Merger Documents”), and (b) cause the

Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect

to the Merger, satisfying the applicable requirements of the DGCL and in form and substance to be agreed upon by the Parties (the “Certificate

of Merger”). The Merger shall become effective at such date as the Plan of Merger is registered with the Cayman Registrar

or on such other date subsequent to the date of registration as Parent and the Company shall agree in writing and shall specify in the

Plan of Merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

1.4. Certificate of

Designation; Certificate of Incorporation and Bylaws; Directors and Officers of Surviving Corporation and Parent.

(a) Prior to the Effective Time,

Parent will file the Certificate of Designation with the office of the Secretary of State of the State of Delaware.

(b) At the Effective Time:

(i) the certificate

of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall, by virtue of the Merger, be the certificate

of incorporation of the Surviving Corporation until thereafter amended as provided by the DGCL and such certificate of incorporation;

(ii) the bylaws of

the Surviving Corporation shall be identical to the bylaws of the Merger Sub immediately prior to the Effective Time, until thereafter

amended as provided by the DGCL and such bylaws;

(iii) the certificate

of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Effective Time, until

thereafter amended as provided by the DGCL and such certificate of incorporation;

(iv) the parties shall

take all necessary action so that, at the Effective Time, the directors and officers of Parent, shall be as set forth in Section 4.11,

with each to serve until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation

or removal; and

(v) the parties shall

take all necessary action so that, at the Effective Time, the directors and officers of the Surviving Corporation shall be determined

in accordance with Section 4.11, with each to serve until his or her respective successor is duly elected and qualified or

until the earlier of his or her death, resignation or removal.

1.5. Merger Consideration;

Effect of Merger on Company Shares. The aggregate merger consideration (the “Merger Consideration”)

to be issued by Parent for all of the outstanding Company Shares and Company SAFEs at the Closing and amounts reserved for Company Options

shall be (a) 5,587,800 shares of Parent Voting Common Stock (“Parent Common Stock Payment Shares”), which shares

shall represent a number of shares equal to no more than 19.9% of the outstanding shares of Parent Common Stock as of immediately before

the Effective Time (the “Parent Common Stock Consideration Cap”), (b) in the event the aggregate number of shares

of Parent Common Stock Payment Shares issued at Closing or reserved for issuance at Closing would result in the issuance of, or reservation

of, shares of Parent Voting Common Stock in an amount in excess of the Parent Common Stock Consideration Cap, Parent shall issue to such

Company shareholders and reserve for issuance to such holders of Company Options shares of Parent Voting Common Stock up to the Parent

Common Stock Consideration Cap and shall issue as the remaining balance to such stockholders and reserve for issuance to such holders

of Company Options a total of 4,996,178 shares of Parent Convertible Preferred Stock (“Parent Preferred Stock Payment Shares”),

and (c) a total of 254,462 Parent Preferred Stock Payment Shares to the holders of Company SAFEs in accordance with Section 1.10(c). Each

Parent Preferred Stock Payment Share shall be convertible into 61 shares of Parent Voting Common Stock, subject to and contingent upon

the affirmative vote of a majority of the Parent Voting Common Stock present or represented and entitled to vote at a meeting of stockholders

of Parent to approve, for purposes of the Nasdaq rules, the issuance of shares of Parent Voting Common Stock to the shareholders of the

Company upon conversion of any and all shares of Parent Convertible Preferred Stock in accordance with the terms of the Certificate of

Designation in substantially the form attached hereto as Exhibit E (the “Preferred Stock Conversion Proposal”)

and further subject to receipt of the requisite Parent stockholder approval of the Parent Voting Common Stock Proposal and the filing

of an amendment to Parent’s certificate of incorporation to implement the Parent Voting Common Stock Proposal with the office of

the Secretary of State of the State of Delaware. Subject to Section 1.6(c), each holder of Company Shares and Company Options shall

be entitled to receive, or have reserved, as applicable, the same proportion of Parent Common Stock Payment Shares and Parent Preferred

Stock Payment Shares.

1.6. Conversion of Shares.

(a) At the Effective Time, by

virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company,

Merger Sub or Parent:

(i) any Company Ordinary

Shares and Company Preferred Shares held as treasury shares (if any) or held or owned by the Company or any wholly owned Subsidiary of

the Company immediately prior to the Effective Time shall be automatically canceled and shall cease to exist, and no consideration shall

be delivered in exchange therefor;

(ii) subject to Section 1.5

and Section 1.6(b), each Company Share issued and outstanding immediately prior to the Effective Time (excluding shares to

be canceled pursuant to Section 1.6(a)(i) and excluding Dissenting Shares) shall be automatically canceled and converted into

the right to receive an aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares equal to the

Exchange Ratio, allocated in accordance with Section 1.5 and as set forth on the Allocation Certificate; and

(iii) Each share of

capital stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be unchanged

and remain as an issued and outstanding share of capital stock of the Surviving Corporation.

(b) If any Company Shares issued

and outstanding immediately prior to the Effective Time are subject to a repurchase option under any applicable restricted stock purchase

agreement or other similar agreement with the Company, as of immediately prior to the Effective Time, such Company Shares shall no longer

be subject to any right of repurchase or other such conditions and shall be canceled and exchanged into Parent Common Stock Payment Shares

and Parent Preferred Stock Payment Shares in accordance with Section 1.6(a)(ii).

Parent Voting Common Stock and Parent Convertible Preferred Stock shall be issued in connection with the Merger, and no certificates or

scrip for any such fractional shares shall be issued and no cash shall be paid for any such fractional share. Any fractional shares of

Parent Voting Common Stock and Parent Convertible Preferred Stock that a holder of Company Ordinary Shares and/or Company Preferred Shares

would otherwise be entitled to receive shall be aggregated with all fractional shares of Parent Voting Common Stock issuable to such holder

or a fraction of a share of Parent Convertible Preferred Stock issuable to such holder and any remaining fractional shares shall be rounded

down to the nearest whole share.

(d) If, between the date of

this Agreement and the Effective Time, the issued and outstanding Company Ordinary Shares or Company Preferred Shares or Parent Common

Stock or Parent Convertible Preferred Stock shall have been changed into, or exchanged for, a different number of shares or a different

class, by reason of any share or stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares

or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary

to provide the holders of Company Ordinary Shares and Company Preferred Shares and Parent Common Stock and Parent Convertible Preferred

Stock, with the same economic effect as contemplated by this Agreement prior to such share or stock dividend, subdivision, reclassification,

recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein

will be construed to permit the Company or Parent to take any action with respect to Company Ordinary Shares or Company Preferred Shares

or Parent Common Stock or Parent Convertible Preferred Stock, respectively, that is prohibited or not expressly permitted by the terms

of this Agreement.

1.7. Closing of the

Company’s Register of Members. At the Effective Time: (a) all holders of (i) certificates representing Company Shares and

(ii) book-entry shares representing Company Shares (“Book-Entry Shares”), in each case, that were issued and

outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of the Company; and (b) the register

of members of the Company shall be closed with respect to all Company Shares outstanding immediately prior to the Effective Time. No further

transfer of any such Company Shares shall be made on such register of members of the Company after the Effective Time.

1.8. Exchange of Shares.

(a) On or prior to the Closing

Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in

the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence

of book-entry shares representing the Parent Voting Common Stock and Parent Convertible Preferred Stock issuable pursuant to Section 1.6(a).

The Parent Voting Common Stock and Parent Convertible Preferred Stock so deposited with the Exchange Agent, together with any dividends

or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange

Fund.”

(b) Promptly after the Effective

Time, the Parties shall cause the Exchange Agent to mail to the Persons who were previously registered holders of Company Shares that

were cancelled in exchange for the right to receive the Merger Consideration: (i) a letter of transmittal and an accredited investor questionnaire

in customary form and containing such provisions as Parent may reasonably specify; and (ii) instructions for effecting the issuance or

transfer of Parent Voting Common Stock. Upon receipt of a duly executed letter of transmittal, accredited investor questionnaire and such

other documents as may be reasonably required by the Exchange Agent or Parent the former holder of such Book-Entry Share shall be entitled

to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Voting

Common Stock and Parent Convertible Preferred Stock) that such holder has the right to receive pursuant to the provisions of Section 1.6(a).

Each Book-Entry Share (other than Dissenting Shares) shall be deemed, from and after the Effective Time, to represent only the right to

receive book-entry shares of Parent Voting Common Stock and Parent Convertible Preferred Stock representing the Merger Consideration.

In the event of a transfer of ownership of a Book-Entry Share prior to the Effective Time that is not registered in the register of members

of the Company, payment of the Merger Consideration in respect of such Book-Entry Share may be made to a Person other than the Person

in whose name such Book-Entry Share so surrendered or transferred is registered if such Book-Entry Share shall be properly transferred

and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable

satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions

as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company

Shares formerly represented by such Book-Entry Shares.

declared or made with respect to Parent Voting Common Stock or Parent Convertible Preferred Stock with a record date on or after the Effective

Time shall be paid to the holder of any Book-Entry Shares with respect to the shares of Parent Voting Common Stock and/or Parent Convertible

Preferred Stock that such holder has the right to receive in the Merger until such holder transfers such Book-Entry Shares or provides

an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time (or, if later, on the

applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws,

to receive all such dividends and distributions, without interest).

(d) Any portion of the Exchange

Fund that remains unclaimed by holders of Company Shares as of the date that is one year after the Closing Date shall be delivered to

Parent upon demand, and any holders of Book-Entry Shares who have not theretofore transferred their Book-Entry Shares in accordance with

this Section 1.8 shall thereafter look only to Parent (subject to abandoned property, escheat or other similar laws) for satisfaction

of their claims for Parent Voting Common Stock and Parent Convertible Preferred Stock and any dividends or distributions with respect

to shares of Parent Voting Common Stock and Parent Convertible Preferred Stock.

(e) No Party shall be liable

to any holder of any Company Shares or to any other Person with respect to any shares of Parent Voting Common Stock or Parent Convertible

Preferred Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant

to any applicable abandoned property Law, escheat Law or similar Law.

1.9. Appraisal Rights.

(a) Notwithstanding any provision

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

held by shareholders of the Company who have exercised and perfected their appraisal rights for such Company Shares in accordance with

Section 238 of the Companies Act and otherwise complied with all of the provisions of the Companies Act relevant to the exercise and perfection

of appraisal rights (collectively, the “Dissenting Shares”) shall not have any right to receive the Merger Consideration

described in Section 1.5 attributable to such Dissenting Shares, but, instead, shall automatically cease to be issued and

outstanding, shall be canceled and cease to exist and shall thereafter only be entitled to receive such consideration as may be determined

to be due with respect to such Dissenting Shares pursuant to Section 238 of the Companies Act, unless and until such shareholders fail

to perfect or effectively withdraw or otherwise lose their appraisal rights under the Companies Act or if a court of competent jurisdiction

shall determine that such holder is not entitled to the relief provided by the Companies Act. All Dissenting Shares held by shareholders

who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such Company Shares under the

Companies Act (whether occurring before, at or after the Effective Time) shall thereupon have the right to receive the Merger Consideration,

without interest, attributable to such Dissenting Shares in the manner provided in Sections 1.6 and 1.8.

(b) The Company shall give Parent

prompt written notice of any demands by dissenting shareholders received by the Company, withdrawals of such demands and any other instruments

served on the Company and any material correspondence received by the Company in connection with such demands, and the Company shall have

the right to direct all negotiations and proceedings with respect to such demands; provided that the Parent shall have the right

to participate in such negotiations and proceedings. Neither the Parent nor the Company shall, except with the other Party’s prior

written consent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or approve any withdrawal

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

1.10. Equity Awards;

Company SAFEs.

(a) Company Equity Awards.

(i) At the Effective

Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether

or not vested, shall be converted into and become an option to purchase Parent Voting Common Stock and Parent Convertible Preferred Stock,

as applicable, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of

the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced

(but with changes to such documents as Parent in good faith determines are necessary to reflect the substitution of the Company Options

by Parent to purchase shares of Parent Voting Common Stock and Parent Convertible Preferred Stock, as applicable). All rights with respect

to Company Ordinary Shares under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Voting

Common Stock and Parent Convertible Preferred Stock, as applicable. Accordingly, from and after the Effective Time: (A) each Company Option

assumed by Parent may be exercised solely for shares of Parent Voting Common Stock and Parent Convertible Preferred Stock, as applicable,

and subject to the Parent Common Stock Consideration Cap; (B) the number of shares of Parent Voting Common Stock and Parent Convertible

Preferred Stock subject to each Company Option assumed by Parent shall be determined by multiplying (I) the number of Company Ordinary

Shares that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (II) the Exchange Ratio, and

rounding the resulting number down to the nearest whole number of shares of Parent Voting Common Stock and Parent Convertible Preferred

Stock, as applicable; provided that in the event of the approval of the Preferred Stock Conversion Proposal, each Company Option shall

thereafter be exercisable solely for shares of Parent Voting Common Stock, and the number of shares of Parent Voting Common Stock subject

to each Company Option in lieu of shares of Parent Convertible Preferred Stock shall be determined in a manner consistent with the conversion

of shares of Parent Voting Common Stock pursuant to Section 1.5; (C) the per share exercise price for the Parent Voting Common

Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (I) the per share exercise price

of Company Ordinary Shares subject to such Company Option, as in effect immediately prior to the Effective Time, by (II) the Exchange

Ratio and rounding the resulting exercise price up to the nearest whole cent; (D) the per share exercise price for the Parent Convertible

Preferred Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (I) the per share exercise

price of Company Ordinary Shares subject to such Company Option, as in effect immediately prior to the Effective Time, by (II) the Exchange

Ratio, rounding up to the nearest whole cent, and multiplying the quotient by the Conversion Ratio (as defined in the Certificate of Designation);

and (E) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term,

exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided that (y)

in the case of any Company Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification

under Section 422 of the Code, the exercise price, the number of shares of Parent Voting Common Stock and Parent Convertible Preferred

Stock, as applicable, subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent

with the requirements of Section 424(a) of the Code; and (z) the exercise price, the number of shares of Parent Voting Common Stock

and Parent Convertible Preferred Stock, as applicable, subject to, and the terms and conditions of exercise of each option to purchase

Parent Voting Common Stock shall also be determined in a manner consistent with the requirements of Section 409A of the Code (including,

for the avoidance of doubt, that any Parent Convertible Preferred Stock subject to a Company Option shall be “service recipient

stock” within the meaning of Section 409A of the Code as a result of such Parent Convertible Preferred Stock constituting common

stock for purposes of Section 305 of the Code, not having any preference as to distributions, and not being subject to any mandatory repurchase

obligation (other than a right of first refusal) or any put or call right); provided, further, that (x) Parent may amend the terms

of the Company Options and the Company Plan as may be necessary to reflect Parent’s substitution of the Company Options with options

to purchase Parent Voting Common Stock and Parent Convertible Preferred Stock, as applicable (such as by making any change in control

or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence

of certain corporate events relate to corporate events that relate to Parent, Parent Voting Common Stock and/or Parent Convertible Preferred

Stock, as applicable); and (y) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company

Board or any committee thereof with respect to each Company Option assumed by Parent.

(ii) Parent shall

file with the SEC, promptly after the Effective Time, a registration statement on Form S-8 (or any successor form), if available for use

by Parent, relating to the shares of Parent Voting Common Stock (including any Parent Voting Common Stock issuable upon conversion of

any Parent Convertible Preferred Stock) issuable with respect to Company Options assumed by Parent in accordance with this Section 1.10.

(b) Parent Equity Awards.

No acceleration of vesting of Parent Options, Parent RSUs, or Parent Warrants shall occur in connection with the Contemplated Transactions.

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

of a Company SAFE, any shareholder of the Company or any stockholder of Parent, each Company SAFE shall be terminated and cancelled pursuant

to its terms and, in consideration therefor, each holder of a Company SAFE shall be entitled to receive Parent Preferred Stock Payment

Shares in accordance with Section 1.5 and as set forth on the Allocation Certificate.

1.11. Calculation of

Parent Net Cash. Prior to the execution of this Agreement, Parent delivered to the Company a schedule setting forth, in reasonable

detail, Parent’s good faith calculation of Parent Net Cash (the “Parent Net Cash Calculation”), which

is set forth on Section 1.11 of the Parent Disclosure Schedule (the “Parent Net Cash Schedule”).

Parent has made available to the Company (electronically to the greatest extent possible), as reasonably requested by the Company, the

work papers and backup materials used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company,

Parent’s accountants and counsel at reasonable times and upon reasonable notice. The Parent Net Cash Calculation includes the defined

terms herein necessary to calculate the Company Merger Shares, and the Parties agree that the Parent Net Cash Calculation as set forth

on the Parent Net Cash Schedule is the final and binding amount of the Parent Net Cash for purposes of this Agreement.

1.12. Contingent Value

Right.

(a) Holders of Parent Common

Stock of record as of immediately prior to the Effective Time shall be entitled to one contractual contingent value right (a “CVR”)

issued by Parent subject to and in accordance with the terms and conditions of the CVR Agreement, attached hereto as Exhibit F (the

“CVR Agreement”), for each share of Parent Common Stock held by such holders (less applicable withholding Taxes).

(b) Within thirty (30) days

of the Effective Time, Parent shall authorize and duly adopt, execute and deliver, and will ensure that Rights Agent (as defined in the

CVR Agreement), reasonably acceptably by the Company, executes and delivers, the CVR Agreement, subject to any reasonable revisions to

the CVR Agreement that are requested by such Rights Agent (provided that such revisions are not, individually or in the aggregate,

detrimental or adverse, taken as a whole, to any holder of CVR). Parent and the Company shall cooperate, including by making changes to

the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange

Act or any applicable state securities or “blue sky” laws.

1.13. Further Action.

If, at any time after the Effective Time, any further action is determined by the Surviving Corporation to be necessary or desirable to

carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights

and property of the Company, then the officers and directors of the Surviving Corporation shall be fully authorized, and shall use their

and its reasonable best efforts (in the name of the Company, in the name of Merger Sub, in the name of the Surviving Corporation and otherwise)

to take such action.

1.14. Withholding.

The Parties and the Exchange Agent (each, a “Withholding Agent”) shall be entitled to deduct and withhold from

the consideration otherwise payable pursuant to this Agreement (including the CVR Agreement) to any holder of Company Shares or any other

Person such amounts as such Party or the Exchange Agent is required to deduct and withhold under the Code or any other Law with respect

to the making of such payment; provided that if a Withholding Agent determines that any payment to any stockholder of the Company

hereunder is subject to deduction and/or withholding, then, except with respect to compensatory payments made to employees of the Company

or deductions or withholdings as a result of a failure of the Company to deliver the certificates described in Section 6.2, such

Withholding Agent shall use commercially reasonable efforts to (i) provide notice to such stockholder as soon as reasonably practicable

after such determination and (ii) reasonably cooperate with such stockholder to reduce or eliminate any such deduction and/or withholding.

To the extent that amounts are so withheld and paid over to the appropriate Governmental Body, such withheld amounts shall be treated

for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Section

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to Section 8.12(h),

except as set forth in the disclosure schedule delivered by the Company to Parent (the “Company Disclosure Schedule”),

the Company represents and warrants to Parent and Merger Sub as follows:

2.1. Due Organization;

Subsidiaries.

(a) The Company is an exempted

company duly incorporated with limited liability, validly existing and in good standing under the Laws of the Cayman Islands and has all

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

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

used; and (iii) to perform its obligations under all Contracts by which it is bound.

(b) The Company is duly licensed

and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions

where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified

individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect.

2.1 of the Company Disclosure Schedule, the Company has no Subsidiaries and does not own any share capital or capital stock of, or

any equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity.

(d) The Company is not and has

not been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business Entity. The

Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any

future investment in or capital contribution to any other Entity. The Company has not, at any time, been a general partner of, or has

otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

2.2. Organizational

Documents. The Company has made available to Parent accurate and complete copies of the applicable Organizational Documents of

the Company and each of its Subsidiaries in effect as of the date of this Agreement. Neither the Company nor any of its Subsidiaries is

in breach or violation of its respective Organizational Documents.

2.3. Authority; Binding

Nature of Agreement.

(a) The Company has all necessary

corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions.

The Company Board (at meetings duly called and held or by unanimous written consent) has (i) determined that the Contemplated Transactions

are in the best interests of the Company, (ii) authorized, approved and declared advisable (as applicable) the execution, delivery and

performance of this Agreement, the Plan of Merger and the Contemplated Transactions and (iii) determined to recommend, upon the terms

and subject to the conditions set forth in this Agreement, that the shareholders of the Company vote in favor of the Company Shareholder

Matters.

(b) This Agreement has been

duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes

the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability

Exceptions.

2.4. Vote Required.

The approval, adoption and authorization of the Agreement, the Plan of Merger, and the Contemplated Transactions requires (i) a special

resolution of the Company under the Companies Act, being either (A) a resolution passed by the affirmative vote of the Company shareholders

holding Company Shares representing at least two-thirds of the votes cast by the holders of Company Shares present and voting in person

or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly

given, or (B) a unanimous written resolution of the holders of the Company Shares (the “Required Company Shareholder Vote”)

in accordance with Section 233(6) of the Companies Act and the Company’s Organizational Documents, and (ii) the consent of the holders

of a majority of the Company Preferred Shares in accordance with the Company’s Organizational Documents, voting together as a separate

class (“Preferred Consent”). The Required Company Shareholder Vote and the Preferred Consent are the only votes

(or written consents, as the case may be) of the holders of any class or series of Company Shares necessary to adopt, authorize, approve

and consummate this Agreement, the Plan of Merger and approve and consummate the Contemplated Transactions.

2.5. Non-Contravention;

Consents. Subject to obtaining the Required Company Shareholder Vote and Preferred Consent, the filing of the Certificate of Merger

required by the DGCL, the filing of the Cayman Merger Documents with the Cayman Registrar required under the Companies Act, and the filing

of the Certificate of Designation, neither (i) the execution, delivery or performance of this Agreement by the Company or the Plan of

Merger, nor (ii) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with

or result in a violation of any of the provisions of the Company’s Organizational Documents;

(b) contravene, conflict with

or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to

exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company, or any

of the assets owned or used by the Company, is subject, except as would not reasonably be expected to be material to the Company or its

business;

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 the Company, except as would not reasonably be expected to

be material to the Company or its business;

(d) contravene, conflict with

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

the right to: (i) declare a default or exercise any remedy under any Company Material Contract; (ii) any material payment, rebate, chargeback,

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

Material Contract; or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material

breach, default, penalty or modification; or

(e) result in the imposition

or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for Permitted Encumbrances).

Except for (i) any Consent

set forth in Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Shareholder

Vote, (iii) the Preferred Consent, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant

to the DGCL, (v) the filing of the Cayman Merger Documents pursuant to the Companies Act, (vi) the filing of the Certificate of Designation

with the Secretary of State of the State of Delaware pursuant to the DGCL and (vii) such consents, waivers, approvals, orders, authorizations,

registrations, declarations and filings as may be required under applicable federal and state securities Laws, the Company is not or will

not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution,

delivery or performance of this Agreement or the Plan of Merger, or (B) the consummation of the Contemplated Transactions. The Company

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

Companies Act are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Lock-Up Agreements and

to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the

Merger, this Agreement, the Lock-Up Agreements or any of the Contemplated Transactions.

2.6. Capitalization.

(a) The authorized share capital

of the Company as of the date of this Agreement consists of 50,000,000 Company Ordinary Shares, par value $0.01 per share, of which 27,671,083.57

shares have been issued and are outstanding as of the date of this Agreement, and 12,000,000 Company Preferred Shares, par value $0.01

per share, of which 3,661,504 shares have been issued and are outstanding as of the date of this Agreement. The Company does not hold

any shares in its treasury. Section 2.6(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, each

record holder of issued and outstanding Company Shares and the number and type of Company Shares held by such holder.

(b) All of the issued and outstanding

Company Ordinary Shares and Company Preferred Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

Except as set forth in the Investor Agreements, none of the issued and outstanding Company Shares are entitled or subject to any preemptive

right, right of participation, right of maintenance or any similar right and none of the issued and outstanding Company Shares are subject

to any right of first refusal in favor of the Company. Except as contemplated herein and in the Lock-Up Agreements or as set forth in

the Investor Agreements, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing,

selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Company Shares. The Company

is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise

acquire any outstanding Company Shares or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and

completely lists all repurchase rights held by the Company with respect to Company Shares (including shares issued pursuant to the exercise

of stock options) and specifies which of those repurchase rights are currently exercisable and whether the holder of such Company Shares

timely filed an election with the relevant Governmental Bodies under Section 83(b) of the Code with respect to such shares.

2017 Equity Incentive Plan for Employees and Consultants (as amended, the “Company Plan”), the Company does

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

Person. As of the date of this Agreement, the Company has reserved 3,458,090 Company Ordinary Shares for issuance under the Company Plan,

of which 0 shares have been issued and are currently outstanding, 2,369,091.63 shares have been reserved for issuance upon exercise of

Company Options previously granted and currently outstanding under the Company Plan, and 1,088,998.37 Company Ordinary Shares remain available

for future issuance of awards pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the

following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the award recipient;

(ii) the number of Company Ordinary Shares subject to such Company Option at the time of grant; (iii) the number of Company Ordinary Shares

subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which

such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date

of this Agreement and any acceleration provisions; (vii) the date on which such Company Option expires; and (viii) whether such Company

Option is intended to constitute an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The

Company has made available to Parent an accurate and complete copy of the Company Plan and a form of share option agreement and share

grant agreement that is consistent in all material respects with the share option agreements and share grant agreements evidencing outstanding

Company Options granted thereunder. Each Company Option has been granted with an exercise price equal to or greater than fair market value

of the underlying Company Ordinary Share as of the date of grant and no Company Option has had its exercise date or grant date “back-dated”

or delayed.

(d) There are not any bonds,

debentures, notes or other indebtedness of the Company that is outstanding or may become convertible into or exchangeable for any shares

of or other securities of the Company.

(e) Except for Company Options

set forth in Section 2.6(c) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant

or right (whether or not currently exercisable) to acquire any shares or other securities of the Company; (ii) outstanding security, instrument

or obligation that is or may become convertible into or exchangeable for any shares or other securities of the Company; or (iii) condition

or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect

that such Person is entitled to acquire or receive any shares or other securities of the Company. There are no outstanding or authorized

share appreciation, phantom share, profit participation or other similar rights with respect to the Company.

(f) All outstanding Company

Ordinary Shares, Company Preferred Shares, Company Options, Company SAFEs and other securities of the Company have been issued and granted

in material compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable securities

Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts, including the Company Plan. Each Company Option

(A) has an exercise price per Company Ordinary Share equal to or greater than the fair market value of a Company Ordinary Share on the

date of such grant, (B) has a grant date that is not prior to the date on which the Company Board or a duly authorized committee

thereof actually awarded such Company Option and (C) qualifies for the Tax and accounting treatment afforded to such Company Option

in the Company’s Tax Returns and the Company Financials, respectively.

(g) All distributions, dividends,

repurchases and redemptions of the Company Shares or other equity interests of the Company were undertaken in material compliance with

(i) the Organizational Documents of the Company in effect as of the relevant time and all applicable securities Laws and other applicable

Laws, and (ii) all requirements set forth in applicable Contract.

2.7. Financial Statements.

(a) Concurrently with the execution

hereof, the Company has provided to Parent true and complete copies of (i) the Company Unaudited Annual Balance Sheet, together with the

unaudited statements of operations and cash flows of the Company for the period reflected in the Company Unaudited Annual Balance Sheet

and (ii) the Company Unaudited Interim Balance Sheet, together with the unaudited statements of operations and cash flows of the Company

for the period reflected in the Company Unaudited Interim Balance Sheet (collectively, the “Company Financials”).

The Company Financials were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements and

except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments,

none of which is material) and fairly present, in all material respects, the financial position and operating results of the Company as

of the dates and for the periods indicated therein.

(b) The Company maintains accurate

books and records reflecting its assets and liabilities and maintains 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 the financial statements of the Company in accordance with GAAP and to maintain accountability

of the Company’s assets; (iii) access to the Company’s assets is permitted only in accordance with management’s general

or specific authorization; (iv) the recorded accountability for the Company’s assets is compared with the existing assets at regular

intervals and appropriate action is taken with respect to any differences; and (v) accounts, notes and other receivables and inventory

are recorded accurately, and proper and adequate procedures are implemented which are designed to effect the collection thereof on a current

and timely basis. The Company maintains internal controls consistent with the practices of similarly situated private companies over financial

reporting that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP.

of the Company Disclosure Schedule lists, and the Company has delivered to Parent accurate and complete copies of the documentation creating

or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation

S-K under the Exchange Act) effected by the Company since the Company’s inception.

(d) Since the Company’s

inception, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed

with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company,

the Company Board or any committee thereof. Since the Company’s inception, neither the Company nor its independent auditors have

identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting controls

utilized by the Company, (ii) any fraud, whether or not material, that involves the Company, the Company’s management or other employees

who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim

or allegation regarding any of the foregoing.

2.8. Absence of Changes.

Except as set forth in Section 2.8 of the Company Disclosure Schedule, after the date of the Company Unaudited Interim Balance

Sheet, the Company and its Subsidiaries have conducted their business only in the Ordinary Course of Business (except for the execution

and performance of this Agreement and the discussions, negotiations and transactions related thereto) and (x) there has not been any Company

Material Adverse Effect and (y) the Company has not done any of the following:

(a) declared, accrued, set aside

or paid any dividend or made any other distribution in respect of any shares; or repurchased, redeemed or otherwise reacquired any shares

or other securities (except for Company Ordinary Shares from terminated employees, directors or consultants of the Company or in connection

with the payment of the exercise price and/or withholding Taxes incurred upon the exercise, settlement or vesting of any award granted

under the Company Plan);

(b) sold, issued, granted, pledged

or otherwise disposed of or encumbered or authorized any of the foregoing with respect to: (i) any shares or other security of the Company;

(ii) any option, warrant or right to acquire any capital stock or any other security, other than option grants to employees and service

providers in the Ordinary Course of Business; or (iii) any instrument convertible into or exchangeable for any capital stock or other

security of the Company;

effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected or been a party to any merger,

consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or

similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(d) formed any Subsidiary or

acquired any equity interest or other interest in any other Entity or entered into a joint venture with any other Entity;

(e) (i) lent money to any Person

(except for the advance of reasonable business expenses to employees, directors and consultants in the Ordinary Course of Business), (ii)

incurred or guaranteed any indebtedness for borrowed money, or (iii) guaranteed any debt securities of others;

(f) other than as required by

applicable Law or the terms of any Company Benefit Plan as in effect on the date of this Agreement: (i) adopted, terminated, established

or entered into any Company Benefit Plan; (ii) caused any Company Benefit Plan to be amended in any material respect; (iii) paid any bonus

or distributed any profit-sharing account balances or similar payment to, or increased the amount of the wages, salary, commissions, benefits

or other compensation or remuneration payable to, any of its directors, officers or employees (other than annual bonuses and wage or salary

increases in the Ordinary Course of Business that do not exceed ten percent (10%) of any such employee’s base compensation); (iv)

granted or increased any severance, change-of-control, transaction or retention bonus, deferred compensation or similar payments or benefits

with respect to any current, former or new employees, directors or consultants or (v) hired, terminated or gave notice of termination

(other than for cause) to any (A) officer or (B) employee or other service provider whose annual base compensation is or is expected to

be more than $100,000 per year;

(g) entered into any collective

bargaining agreement or similar agreement with any labor union or similar labor organization;

(h) entered into any material

transaction other than (i) in the Ordinary Course of Business or (ii) in connection with the Contemplated Transactions;

(i) acquired any material asset

or sold, leased or otherwise irrevocably disposed of any of its assets or properties, or granted any Encumbrance (other than a Permitted

Encumbrance) with respect to such assets or properties, except in the Ordinary Course of Business;

(j) sold, assigned, transferred,

licensed, sublicensed or otherwise disposed of any material Company IP (other than pursuant to non-exclusive licenses in the Ordinary

Course of Business);

(k) made, changed or revoked

any material Tax election, failed to pay any income or other Tax as such Tax became due and payable, filed any amendment making any change

to any Tax Return, settled or compromised any income or other Tax liability, dispute, audit, investigation, proceeding, claim, or assessment,

entered into any Tax allocation, sharing, indemnification or other similar agreement or arrangement (including any “closing agreement”

described in Section 7121 of the Code (or any similar Law) with any Governmental Body, but excluding customary commercial contracts

entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes), requested or consented to any extension

or waiver of any limitation period with respect to any claim or assessment for any income or other Taxes (other than pursuant to an extension

of time to file any Tax Return granted in the Ordinary Course of Business of not more than six months), surrendered any right to claim

a Tax refund, or adopted or changed any accounting method in respect of Taxes;

(l) made any expenditures, incurred

any Liabilities (other than Tax liabilities incurred in the Ordinary Course of Business) or discharged or satisfied any Liabilities, in

each case, in amounts that exceed $50,000 individually or $100,000 in the aggregate;

(m) other than as required by

Law or GAAP, taken any action to change accounting policies or procedures;

(n) initiated or settled any

Legal Proceeding; or

(o) agreed, resolved or committed

to do any of the foregoing.

2.9. Absence of Undisclosed

Liabilities. As of the date hereof, the Company has no liability, indebtedness, obligation or expense of any kind, whether accrued,

absolute, contingent, matured or unmatured (whether or not required to be reflected in the financial statements in accordance with GAAP)

(each a “Liability”), individually or in the aggregate, of a type required to be recorded or reflected on a

balance sheet or disclosed in the footnotes thereto under GAAP, except for: (a) Liabilities disclosed, reflected or reserved against in

the Company Unaudited Interim Balance Sheet; (b) Liabilities that have been incurred by the Company since the date of the Company Unaudited

Interim Balance Sheet in the Ordinary Course of Business; (c) Liabilities for performance of obligations of the Company under Company

Contracts; (d) Liabilities incurred in connection with the Contemplated Transactions; (e) Liabilities which would not, individually or

in the aggregate, reasonably be expected to be material to the Company; and (f) Liabilities described in Section 2.9 of the

Company Disclosure Schedule. The Company has not obtained a loan under Paycheck Protection Program under the CARES Act.

2.10. Title to Assets.

The Company and its Subsidiaries own, and have good and valid title to, or, in the case of leased properties and assets, valid leasehold

interests in, all tangible properties or tangible assets and equipment used or held for use in their business or operations or purported

to be owned by it that are material to the Company or its Subsidiaries or their business, including: (a) all tangible assets reflected

on the Company Unaudited Interim Balance Sheet; and (b) all other tangible assets reflected in the books and records of the Company and

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

leased by the Company and its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

2.11. Real Property;

Leasehold. The Company does not own and has never owned any real property. The Company has made available to Parent (a) an accurate

and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as

well as any other real estate that is in the possession of, or occupied or leased by, the Company and (b) copies of all leases under which

any such real property is possessed, occupied or leased (the “Company Real Estate Leases”), each of which is

in full force and effect, with no existing material default thereunder by the Company or any of its Subsidiaries, or to the Knowledge

of the Company, any other party thereto. The Company’s possession, occupancy, lease, use and/or operation of each such leased property

conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and leasehold

interest and has not granted any occupancy rights to tenants or licensees with respect to such leased property or leasehold interest.

In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances.

The Company has not received any written notice from its landlords or any Governmental Body that: (i) relates to violations of building,

zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii)

requests the performance of any repairs, alterations or other work to such properties.

2.12. Intellectual Property.

(a) Section 2.12(a)

of the Company Disclosure Schedule identifies each item of Registered IP owned in whole or in part by the Company, including, with respect

to each registration and application: (i) the name of the applicant/registrant, (ii) the jurisdiction of application/registration, (iii)

the application or registration number and (iv) any other co-owners. To the Knowledge of the Company, each of the patents and patent applications

included in Section 2.12(a) of the Company Disclosure Schedule properly identifies by name each and every inventor of the

inventions claimed therein as determined in accordance with applicable Laws of the United States. As of the date of this Agreement, no

cancellation, interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar

communications issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is

pending or, to the Knowledge of the Company, threatened in writing, in which the scope, validity, enforceability or ownership of any Company

IP is being or has been contested or challenged. To the Knowledge of the Company, each item of Company IP is valid and enforceable, and

with respect to the Company’s Registered IP, subsisting. Except for actions arising in the ordinary course of patent prosecution,

there are no actions that must be taken within ninety (90) days of the Closing, the failure of which will result in the abandonment, lapse

or cancellation of any of the Company’s Registered IP.

(b) The Company or its Affiliates

exclusively own and are the sole assignee of all material Intellectual Property Rights owned or purported to be owned by the Company,

free and clear of all Encumbrances other than Permitted Encumbrances. The Company IP and the Intellectual Property Rights licensed to

the Company pursuant to a valid, enforceable written agreement constitute all Intellectual Property Rights used in, material to or otherwise

necessary for the operation of the Company’s business as currently conducted. To the Knowledge of the Company, each Company Associate

involved in the creation or development of any material Company IP, pursuant to such Company Associate’s activities on behalf of

the Company, has signed a valid and enforceable written agreement containing an assignment of such Company Associate’s rights in

such Company IP to the Company. To the Knowledge of the Company, each Company Associate who has or has had access to the Company’s

trade secrets or material confidential information has signed a valid and enforceable written agreement containing confidentiality provisions

protecting such trade secrets and confidential information. The Company has taken commercially reasonable steps to protect and preserve

the confidentiality of its trade secrets and confidential information.

Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational

institution has been used to create Company IP owned by the Company other than those provided in Section 2.12(a) of the Company

Disclosure Schedule, except for any such funding or use of facilities or personnel that does not result in such Governmental Body or institution

obtaining ownership rights or a license to such Company IP or the right to receive royalties for the practice of such Company IP.

(d) Section 2.12(d)

of the Company Disclosure Schedule sets forth each license agreement pursuant to which the Company (i) is granted a license under any

material Intellectual Property Right owned by any third party that is used by the Company in its business as currently conducted (each

a “Company In-bound License”) or (ii) grants to any third party a license under any material Company IP or material

Intellectual Property Right licensed to the Company under a Company In-bound License (each a “Company Out-bound License”)

(provided that Company In-bound Licenses shall not include, when entered into in the Ordinary Course of Business, material transfer

agreements, clinical trial agreements, agreements with Company Associates, services agreements, non-disclosure agreements, commercially

available Software-as-a-Service offerings, or off-the-shelf software licenses; and Company Out-bound Licenses shall not include, when

entered into in the Ordinary Course of Business, material transfer agreements, clinical trial agreements, services agreements, non-disclosure

agreements, or non-exclusive outbound licenses). All Company In-bound Licenses and Company Out-bound Licenses are in full force and effect

and are valid, enforceable and binding obligations of the Company and, to the Knowledge of Company, each other party to such Company In-bound

Licenses or Company Out-bound Licenses. Neither the Company, nor to the Knowledge of the Company, any other party to such Company In-bound

Licenses or Company Out-bound Licenses, is in material breach under any Company In-bound Licenses or Company Out-bound Licenses.

(e) To the Knowledge of the

Company: (i) the operation of the business of the Company and its Subsidiaries as conducted in the prior three (3) years and as currently

conducted has not and does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other Person and

(ii) no other Person is infringing, misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the

Knowledge of the Company, is threatened in writing) (A) against the Company alleging that the operation of the business of the Company

infringes or constitutes the misappropriation or other violation of any Intellectual Property Rights of another Person or (B) by the Company

alleging that another Person has infringed, misappropriated or otherwise violated any of the Company IP. In the prior three (3) years,

the Company has not received any written notice or other written communication alleging that the operation of the business of the Company

infringes or constitutes the misappropriation or other violation of any Intellectual Property Right of another Person.

(f) None of the Company IP owned

by the Company or, to the Knowledge of the Company, any material Company IP exclusively licensed to the Company is subject to any pending

or outstanding injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use,

transfer, registration or licensing by the Company of any such Company IP.

(g) The Company and the operation

of the Company’s business are in substantial compliance with all applicable Laws and contractual requirements pertaining to data

privacy and data security of any personally identifiable information, individually identifiable health information or sensitive business

information (collectively, “Sensitive Data” and “Privacy Requirements”). Since the

Lookback Date, (i) the Company has not experienced or been affected by a Security Incident, (ii) there have been no material violations

of any privacy or security policy of the Company regarding any Sensitive Data used in the business of the Company, and (iii) the Company

and its Subsidiaries have not been subject to any litigation or regulatory enforcement actions from any Person or Governmental Body alleging

noncompliance with any applicable Privacy Requirements.

(h) The Company has implemented

commercially reasonable administrative, physical and technical safeguards, including reasonable disaster recovery and security plans and

procedures, to protect the information technology systems used in, material to or necessary for operation of the Company’s business

as currently conducted (the “Company IT Systems”) from Security Incidents. There have been no material malfunctions

of the Company IT Systems and the Company IT Systems are in good working order. The Company has taken commercially reasonable steps to

prevent the introduction into the Company IT Systems of, and, to the Knowledge of the Company, the Company IT Systems do not contain,

any ransomware, malware, disabling codes or instructions or other malicious software routines that permit or cause unauthorized access

to, or disruption, impairment, disablement or destruction of, software, data or other materials.

(i) The Company is not a “covered

person” as defined in the Data Security Program. Since April 8, 2025, the Company has not knowingly engaged in or directed any “covered

data transaction” as that term is defined in the Data Security Program, except in compliance with the Data Security Program. The

Company maintains policies and procedures reasonably designed to promote compliance with the Data Security Program.

2.13. Agreements, Contracts

and Commitments.

(a) Section 2.13(a)

of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date of this Agreement other than any Company

Benefit Plans (each, a “Company Material Contract” and collectively, the “Company Material Contracts”):

(i) each Company Contract

relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(ii) each Company

Contract containing (A) any covenant limiting in any material respect the freedom of the Company or the Surviving Corporation to engage

in any line of business or compete with any Person, (B) any most-favored pricing arrangement in favor of a Person other than Company or

any similar term by which any Person is or could become entitled to any benefit, right or privilege that must be at least as favorable

to such Person as those offered to any other Person, or (C) any exclusivity provision, right of first refusal or right of first negotiation

or similar covenant in favor of a Person other than the Company;

(iii) each Company

Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $50,000 pursuant to its

express terms and not cancelable without penalty;

(iv) each Company

Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, except as contemplated

hereby;

(v) each Company Contract

relating to (A) the Company SAFEs or (B) any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements

or instruments relating to the borrowing of money or extension of credit or creating any material Encumbrances with respect to any assets

of the Company or any loans or debt obligations with officers or directors of the Company;

(vi) each Company

Contract requiring payment by or to the Company after the date of this Agreement in excess of $200,000 in the aggregate in the current

calendar year or any future calendar year pursuant to its express terms relating to: (A) any distribution agreement (identifying any that

contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical

development activities of the Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development

or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology

or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property Rights that

will not be owned, in whole or in part, by the Company; or (D) any Contract with any third party providing any services relating to the

manufacture or production of any product, service or technology of the Company or any Contract to sell, distribute or commercialize any

products or service of the Company;

(vii) each Company

Contract with any financial advisor, broker, finder, investment banker or other similar Person providing financial advisory services to

the Company in connection with the Contemplated Transactions;

(viii) each Company

Real Estate Lease;

(ix) each Company

Contract with any Governmental Body;

(x) each Company Out-bound

License and Company In-bound License, and each Company Contract containing a covenant not to sue or otherwise enforce any Intellectual

Property Rights;

(xi) each Company

Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company;

(xii) each Company

Contract, offer letter, or employment agreement, or independent contractor agreement with any employee or individual independent contractor

whose annual compensation equals or exceeds $50,000 that (A) is not immediately terminable at will by the Company without notice, severance

or other cost or payment, except as required under applicable Law, or (B) provides for retention payments, change of control payments,

severance, accelerated vesting, or any similar payment or benefit that may or will become due as a result of the Merger;

(xiii) each Company

Contract providing any option to receive a license or other right, any right of first negotiation, any right of first refusal or any similar

right to any Person related to any material Company IP or material Intellectual Property Right licensed to the Company under a Company

In-bound License;

(xiv) each Company

Contract entered into in settlement of any Legal Proceeding or other dispute; and

(xv) any other Company

Contract that is not terminable at will (with no penalty or payment or requirement for prior notice) by the Company, and (A) which involves

payment or receipt by the Company after the date of this Agreement under any such agreement, Contract or commitment of more than $50,000

in the aggregate, or obligations after the date of this Agreement in excess of $50,000 in the aggregate, or (B) that is material to the

business or operations of the Company and its Subsidiaries, taken as a whole.

(b) The Company has delivered

or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments thereto. Except as

set forth in Section 2.13(b) of the Company Disclosure Schedule, there are no Company Material Contracts that are not in written

form. Neither the Company nor, to the Company’s Knowledge, as of the date of this Agreement any other party to a Company Material

Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms

or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company

Material Contract, or would permit any other party to seek damages which would reasonably be expected to be material to the Company or

its business. As to the Company and its Subsidiaries, as of the date of this Agreement, each Company Material Contract is valid, binding,

enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant

to the terms of any Company Material Contract to change, any material amount paid or payable to the Company under any Company Material

Contract or any other material term or provision of any Company Material Contract, and no Person has indicated in writing to the Company

that it desires to renegotiate, modify, not renew or cancel any Company Material Contract.

2.14. Compliance; Permits;

Restrictions.

(a) The Company and its Subsidiaries

are, and since the Lookback Date have been, in compliance in all material respects with all applicable Laws, including Healthcare Laws

and Regulatory Laws, and any other similar Law administered, promulgated, or enforced by the Food and Drug Administration (“FDA”)

the Department of Health and Human Services (“HHS”), any agency within HHS, or other comparable Governmental

Body responsible for regulation of the research, development, pre-clinical and clinical testing, manufacturing, storage, supply, approval,

sale, marketing, distribution and importation or exportation of drug and biological products (each, a “Drug Regulatory Agency”),

except for any noncompliance, either individually or in the aggregate, which would not be material to the Company.

(b) The Company and its Subsidiaries

have timely filed with the applicable regulatory authorities (including, without limitation, the FDA, all Drug Regulatory Agencies, or

any other Governmental Body performing functions similar to those performed by the FDA) all material filings, documents, declarations,

listings, registrations, reports, statements, amendments, supplements or submissions, including but not limited to adverse event reports,

required to be filed by it under applicable Law, including all Regulatory Laws and/or those regarding non-clinical testing, clinical research,

establishment registration, drug and device listing, good manufacturing practices, record-keeping, adverse event reporting, and reporting

of corrections and removals. All such filings, documents, declarations, listings, registrations, reports, statements, amendments, supplements

or submissions were in material compliance with applicable Laws when filed, and no material deficiencies have been asserted by any applicable

Governmental Body with respect to any such filings, documents, declarations, listing, registrations, reports, statements, amendments,

supplements or submissions. To the Knowledge of the Company, (i) each such filing was true and correct in all material respects as of

the date of submission, or was corrected in or supplemented by a subsequent filing, and (ii) any material and legally necessary or required

updates, changes, corrections, amendments, supplements or modifications to such filings have been submitted to the applicable Governmental

Body.

holds all required Governmental Authorizations which are material to the operation of the business of the Company as currently conducted

(the “Company Permits”). Section 2.14(c) of the Company Disclosure Schedule identifies each Company Permit.

Each such Company Permit is valid and in full force and effect, and the Company is in material compliance with the terms of the Company

Permits. No Legal Proceeding is pending or, to the Knowledge of the Company, threatened, which seeks to revoke, limit, suspend, or materially

modify any Company Permit. The rights and benefits of each Company Permit will be available to the Surviving Corporation, as applicable,

immediately after the Effective Time on terms substantially identical to those enjoyed by the Company as of the date of this Agreement

and immediately prior to the Effective Time.

(d) There are no proceedings

pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to an alleged material

violation by the Company or any of its Subsidiaries of any Regulatory Laws or any other similar Law administered or promulgated by any

Drug Regulatory Agency. Neither the Company or any of its Subsidiaries nor any of their respective officers and employees has been or

is subject to any enforcement proceedings by the FDA or other Governmental Body and, to the Knowledge of the Company, no such proceedings

have been threatened. There has not been and is not now any Form FDA-483 observation, civil, criminal or administrative action, suit,

demand, claim, complaint, hearing, investigation, demand letter, warning letter, untitled letter, or proceeding pending or in effect against

the Company or any of their respective officers and employees, and the Company has no liability for failure to comply with any Regulatory

Laws or other similar Laws. There is no act, omission, event, or circumstance of which the Company has Knowledge that would reasonably

be expected to give rise to or form the basis for any civil, criminal or administrative action, suit, demand, claim, complaint, hearing,

investigation, demand letter, warning letter, untitled letter, proceeding or request for information or any liability (whether actual

or contingent) for failure to comply with any Regulatory Laws or other similar Laws.

(e) The Company holds all required

Governmental Authorizations issuable by any Drug Regulatory Agency necessary or material to the conduct of the business of the Company

as currently conducted (collectively, the “Company Regulatory Authorizations”) and no such Company Regulatory

Authorization has been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any adverse manner. There is no

basis for believing that such Company Regulatory Authorizations will not be renewable upon expiration. The Company is in compliance in

all material respects with the Company Regulatory Authorizations and has not received any written notice or other written communication,

or to the Knowledge of the Company, any other communication from any Drug Regulatory Agency regarding (A) any material violation of or

failure to comply materially with any term or requirement of any Company Regulatory Authorization or (B) any revocation, withdrawal, suspension,

cancellation, termination or material modification of any Company Regulatory Authorization. To the Knowledge of the Company, there are

no facts that would be reasonably likely to result in any warning, untitled or notice of violation letter or Form FDA-483 from the FDA.

(f) The Company has, where applicable,

timely applied for renewal of all Governmental Authorizations, including Company Permits and Company Regulatory Authorizations, and third-party

certifications. To the Knowledge of Company, there is no reason to believe that the Company will be unable to renew any such Governmental

Authorizations, including Company Permits and Company Regulatory Authorizations, and third-party certifications, as and when needed for

their continued operation as currently conducted without material expense or delay.

(g) Neither the Company, its

Subsidiaries nor any of the entities that manufacture, process, package, supply for or distribute products or product candidates of the

Company and its Subsidiaries, has voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or

issued, any recall, field alert, field correction, market withdrawal or replacement, safety alert or other notice or action relating to

an alleged lack of safety, efficacy, or regulatory compliance of, or enjoining the manufacture or distribution of, any such products.

No facts or circumstances exist that are reasonably likely to cause (i) the recall, market withdrawal or replacement of any product or

product candidate of the Company sold or intended to be sold, (ii) as a result of a regulatory action, a material change in the labeling

of any such products or a termination or suspension of the marketing of any such products by the Companies or (iii) the loss, suspension

or modification of any currently held third-party certification.

(h) All clinical, pre-clinical

and other studies and tests conducted by or on behalf of, or sponsored by, the Company, or in which the Company or its current products

or product candidates have participated, were and, if still pending, are being conducted in all material respects in accordance with standard

medical and scientific research procedures and in compliance in all material respects with the applicable regulations of any applicable

Drug Regulatory Agency and other applicable Law, including all Regulatory Laws, the Good Clinical Practice (“GCP”)

regulations under 21 C.F.R. Parts 50, 54, 56 and 312 and Good Laboratory Practice (“GLP”) regulations under

21 C.F.R. Part 58. No preclinical study or clinical trial conducted by or on behalf of the Company has been terminated or suspended prior

to completion for safety or noncompliance reasons. Since their inception, the Company has not received any notices, correspondence, or

other communications from any Drug Regulatory Agency, Institutional Review Board or Ethics Committee, requiring, or to the Knowledge of

the Company, threatening to initiate, the termination, suspension or material modification of any clinical studies conducted by or on

behalf of, or sponsored by, the Company or in which the Company or its current products or product candidates have participated or to

disqualify, restrict or debar any preclinical or clinical investigator or other Person involved in any such study or trial.

(i) Neither the Company nor

any of its Subsidiaries is the subject of any pending or, to the Knowledge of the Company, threatened investigation in respect of its

business or products or product candidates pursuant to the FDA’s “Fraud, Untrue Statements of Material Facts, Bribery, and

Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. To the Knowledge

of the Company, neither the Company nor any of its Subsidiaries has not committed any acts, made any statement, or failed to make any

statement, in each case in respect of its business or products or product candidate that would violate the FDA’s “Fraud, Untrue

Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto.

(j) Since the Lookback Date,

none of the Company, its Subsidiaries or any of their respective officers, directors, employees or, to the Knowledge of the Company, agents

has been, is, or is in anticipation of being (based on a conviction by the courts or a finding of fault by a regulatory authority): (i)

debarred pursuant to the Generic Drug Enforcement Act of 1992 (21 U.S.C. § 335a), as amended from time to time; (ii) disqualified

from participating in clinical trials pursuant to 21 C.F.R. § 312.70, as amended from time to time; (iii) disqualified as a testing

facility under 21 C.F.R. Part 58, Subpart K, as amended from time to time; (iv) excluded, debarred or suspended from or otherwise ineligible

to participate in a “Federal Health Care Program” as that term is defined in 42 U.S.C. § 1320a-7b(f), including under

42 U.S.C. § 1320a-7 or relevant regulations in 42 C.F.R. Part 1001; (v) assessed or threatened with assessment of civil money penalties

pursuant to 42 C.F.R. Part 1003; or (vi) included on the HHS Office of Inspector General List of Excluded Individuals/Entities, the General

Services Administration’s System for Award Management, or the FDA Debarment List or the FDA Disqualified/Restricted List. Since

the Lookback Date, neither the Company, its Subsidiaries nor any of their respective officers, directors, employees or, to the Knowledge

of the Company, agents has engaged in any activities that are prohibited, or are cause for civil penalties, or grounds for mandatory or

permissive exclusion, debarment, or suspension pursuant to any of these authorities. Neither the Company nor any of its Subsidiaries is

using, and, since the Lookback Date, has ever used, in any capacity any Person that has ever been, or to the Knowledge of Company, is

the subject of a proceeding that could lead to the Persons becoming debarred, excluded, disqualified, restricted or suspended pursuant

to any of these authorities.

(k) Since the Lookback Date,

the Company and each of its Subsidiaries has materially complied with all applicable Laws relating to patient, medical, individually identifiable

health information, including, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996 and its implementing

regulations promulgated thereunder, all as amended from time to time (collectively, “HIPAA”). To the extent

HIPAA is applicable to the Company or any of its Subsidiaries, such Entity is in material compliance with HIPAA’s requirements,

including: (i) entering into, where required, and complying in all material respects with the terms of all Business Associate (as defined

in HIPAA) agreements (“Business Associate Agreements”) to which the Company or any of its Subsidiaries is a

party or otherwise bound; (ii) creating and maintaining written policies and procedures in accordance with HIPAA’s requirements;

(iii) providing training to all employees and agents as required under HIPAA; (iv) and implementing security procedures, including physical,

technical and administrative safeguards, to protect all personal information and Protected Health Information stored or transmitted in

electronic form. Since the Lookback Date, neither the Company nor any of its Subsidiaries has received written notice from the Office

for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental Body of any allegation regarding its failure

to comply with HIPAA. Since the Lookback Date, there has been no successful Security Incident or Breach of Unsecured Sensitive Information

or Protected Health Information. All capitalized terms in this Section 2.14(k) not otherwise defined in this Agreement shall

have the meanings set forth under HIPAA.

2.15. Legal Proceedings;

Orders.

(a) As of the date of this Agreement,

there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any

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

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

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

(b) Except as set forth in Section 2.15(b)

of the Company Disclosure Schedule, since the Company’s inception through the date of this Agreement, no Legal Proceeding has been

pending against the Company that resulted in material liability to the Company.

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

is subject. To the Knowledge of the Company, no officer or employees of the Company or any of its Subsidiaries is subject to any order,

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

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

Subsidiaries.

2.16. Tax Matters.

(a) The Company and each of

its Subsidiaries have timely filed all Tax Returns that were required to be filed by or with respect to it under applicable Law. All such

Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No claim has

ever been made by any Governmental Body in any jurisdiction where the Company or any of its Subsidiaries do not file Tax Returns that

the Company or its Subsidiaries may be subject to taxation by that jurisdiction.

(b) All material amounts of

Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been fully and timely paid.

The unpaid Taxes of the Company and its Subsidiaries did not, as of the date of the Company Unaudited Interim Balance Sheet, materially

exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book

and Tax items) set forth on the face of the Company Unaudited Interim Balance Sheet. Since the date of the Company Unaudited Interim Balance

Sheet, neither the Company nor any of its Subsidiaries has not incurred any material Liability for Taxes outside the Ordinary Course of

Business.

and its Subsidiaries are or were required by Law to withhold or collect have been duly and timely withheld or collected in all material

respects on behalf of its respective employees, independent contractors, stockholders, lenders, customers or other third parties and have

been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose.

(d) There are no Encumbrances

for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company and its Subsidiaries.

(e) No deficiencies for a material

amount of Taxes with respect to the Company and its Subsidiaries have been claimed, proposed or assessed by any Governmental Body in writing.

There are no pending, ongoing, or threatened audits, assessments or other actions for or relating to any liability in respect of a material

amount of Taxes of the Company and its Subsidiaries. Neither the Company, its Subsidiaries nor any of its predecessors has waived any

statute of limitations or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency.

(f) The Company is not and has

not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable

period specified in Section 897(c)(1)(A)(ii) of the Code. None of the assets or Subsidiaries of the Company are or would be, if such

entity were regarded, United States real property interests.

(g) None of the Company or its

Subsidiaries’ assets have generated effectively connected income nor is the Company or its Subsidiaries engaged in a U.S. trade

or business.

(h) Neither the Company nor

any of its Subsidiaries is a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement

or arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter

of which is not Taxes.

(i) Neither the Company nor

any of its Subsidiaries will be required to include or accelerate any item of income in, or exclude or defer any item of deduction from,

taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting

for Tax purposes for a Tax period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period

ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar

provision of state, local or non-U.S. Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account

described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law); (v)

installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount, advance payment or deferred

revenue received or accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible

property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any similar provision of state,

local or non-U.S. Law) to any income received or accrued on or prior to the Closing Date; or (ix) election under Section 108(i) of

the Code (or any similar provision of state, local or non-U.S. Law). The Company and its Subsidiaries have not made any election under

Section 965(h) of the Code.

(j) The Company and its Subsidiaries

have no Liability for any material Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any

similar provision of state, local, or non-U.S. Law), as a transferee or successor, by Contract or otherwise.

(k) Neither the Company nor

any of its Subsidiaries has never distributed stock of another Person, or 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 of the Code or Section 361 of the Code (or

any similar provisions of state, local or non-U.S. Law).

(l) Neither the Company nor

its Subsidiaries has not participated in or been a party to a transaction that, as of the date of this Agreement, constitutes a “reportable

transaction” within the meaning of Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b)(2) (or any

similar provision of state, local or non-U.S. Law).

(m) Neither the Company nor

any of its Subsidiaries has taken any action (or agreed to take any action) or become aware of any fact that would reasonably be expected

to prevent or impede the Merger from qualifying for the Intended Tax Treatment.

(n) Section 2.16(n) of

the Company Disclosure Schedule sets forth the entity classification of the Company and each of its Subsidiaries for U.S. federal income

tax purposes. Neither the Company nor any of its Subsidiaries has not made an election or taken any other action to change its federal

and state income Tax classification from such classification.

For purposes of this Section 2.16,

each reference to the Company or any of its Subsidiaries shall be deemed to include any Person that was liquidated into, merged with,

or is otherwise a predecessor to, the Company.

2.17. Employee and Labor

Matters; Benefit Plans.

(a) Section 2.17(a)

of the Company Disclosure Schedule is a list of all material Company Benefit Plans (except for (x) any individual stock purchase, stock

option and other equity compensation agreements which do not deviate from the representative forms of such agreements made available to

Parent, and (y) employment agreements and offer letters establishing at-will employment without obligating the Company to make any payment

or provide any benefit upon termination of employment other than through a plan, program, policy, arrangement or agreement listed on Section 2.17(a)

of the Company Disclosure Schedule). “Company Benefit Plan” means each (i) “employee benefit plan”

as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and (ii) other pension, retirement, deferred compensation,

excess benefit, profit sharing, bonus, commission, equity or equity-based incentive, phantom equity, employment, consulting, severance,

change-of-control, retention, health, life, disability, group insurance, paid time off, holiday, welfare and fringe benefit plan, program,

agreement, contract, or arrangement (whether written or unwritten, qualified or nonqualified, funded or unfunded and including any that

have been frozen), in each case, sponsored, maintained, administered, contributed to, or required to be contributed to, by the Company

for the benefit of any current or former employee, director, officer or independent contractor of the Company or under which the Company

has any actual or contingent liability.

(b) As applicable with respect

to each Company Benefit Plan, the Company has made available to Parent, true and complete copies of (i) each material Company Benefit

Plan, including all amendments thereto, and in the case of an unwritten material Company Benefit Plan, a written description thereof,

(ii) all current trust documents, investment management contracts, custodial agreements, administrative services agreements and insurance

and annuity contracts relating thereto, (iii) the current summary plan description and each summary of material modifications thereto,

(iv) the most recently filed annual reports with any Governmental Body (e.g., Form 5500 and all schedules thereto), (v) the most

recent IRS determination, opinion or advisory letter, (vi) the most recent summary annual reports, nondiscrimination testing reports,

actuarial reports, financial statements and trustee reports, and (vii) all notices and filings from the IRS or Department of Labor or

other Governmental Body concerning audits, investigations, plan corrections or “prohibited transactions” within the meaning

of Section 406 of ERISA or Section 4975 of the Code.

each Company Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and the

applicable provisions of ERISA, the Code and all other Laws. Since the Lookback Date, the Company and each Company ERISA Affiliate has

complied in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act, as amended by the

Health Care and Education Reconciliation Act of 2010 (the “ACA”), and neither the Company nor any Company ERISA

Affiliate has not received, or reasonably expect to receive, any penalty notice with respect to the ACA.

(d) The Company Benefit Plans

which are intended to meet the qualification requirements of Section 401(a) of the Code have received determination or opinion letters

from the IRS on which they may currently rely to the effect that such plans are qualified under Section 401(a) of the Code and the

related trusts are exempt from federal income Taxes under Section 501(a) of the Code, respectively, and, to the Knowledge of the

Company, nothing has occurred that would reasonably be expected to materially adversely affect the qualification of such Company Benefit

Plan or the tax exempt status of the related trust.

(e) In the last six (6) years,

neither the Company nor any Company ERISA Affiliate has maintained, established, participated in contributed to, has been required to

contribute to, or has had any actual or contingent liability with respect to, (i) any “employee pension benefit plan” (within

the meaning of Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii)

any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) any “multiple employer plan”

(within the meaning of Section 413 of the Code) or (iv) any “multiple employer welfare arrangement” (within the meaning

of Section 3(40) of ERISA).

(f) There are no pending audits

or investigations by any Governmental Body involving any Company Benefit Plan, and no pending or, to the Knowledge of the Company, threatened

claims (except for routine individual claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings

involving any Company Benefit Plan, or, to the Knowledge of the Company, any fiduciary thereof or service provider thereto, in any case

except as would not be reasonably expected to result in material liability to the Company. All contributions and premium payments required

to have been made under any of the Company Benefit Plans or by applicable Law (without regard to any waivers granted under Section 412

of the Code), have been timely made and the Company has no material liability for any unpaid contributions with respect to any Company

Benefit Plan. Each Company Benefit Plan may be terminated in accordance with its terms and applicable Law without the imposition of material

liability (including any contingent liability) on the Company.

(g) Neither the Company nor,

to the Knowledge of the Company, any fiduciary, trustee or administrator of any Company Benefit Plan, has engaged in, or in connection

with the Contemplated Transactions will engage in, any transaction with respect to any Company Benefit Plan which would subject any such

Company Benefit Plan, the Company, or Parent to a material Tax, material penalty or material liability for a “prohibited transaction”

under Section 406 of ERISA or Section 4975 of the Code.

(h) No Company Benefit Plan

provides death, medical, dental, vision, life insurance or other welfare benefits beyond termination of service or retirement other than

coverage mandated by Law and the Company has not made a written representation promising the same.

(i) Neither the execution of

this Agreement, nor the performance of the Contemplated Transactions (either alone or when combined with the occurrence of any other event,

including without limitation, a termination of employment), will: (i) result in any payment becoming due to any current or former employee,

director, officer, or independent contractor of the Company thereof, pursuant to any Company Benefit Plan or otherwise, (ii) increase

any amount of compensation or benefits otherwise payable under any Company Benefit Plan or otherwise, (iii) result in the acceleration

of the time of payment, funding or vesting of any benefits under any Company Benefit Plan or otherwise, (iv) require any contribution

or payment to fund any obligation under any Company Benefit Plan or otherwise or (v) limit the right to merge, amend or terminate any

Company Benefit Plan.

(j) Except as set forth in Section 2.17(j)

of the Company Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the Contemplated Transactions (either

alone or when combined with the occurrence of any other event, including without limitation, a termination of employment) will result

in the receipt or retention by any person who is a “disqualified individual” (within the meaning of Code Section 280G)

with respect to the Company of any payment or benefit that is or could be characterized as a “parachute payment” (within the

meaning of Code Section 280G), determined without regard to the application of Code Section 280G(b)(5).

(k) Each Company Benefit Plan

that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated

and administered in compliance with, is and has been in documentary compliance with, Section 409A of the Code, in each case, in all

material respects.

(l) No current or former employee,

officer, director or independent contractor of the Company has any “gross up” agreements with the Company or other assurance

of reimbursement by the Company for any Taxes imposed under Code Section 409A or Code Section 4999.

(m) The Company does not maintain

any Company Benefit Plan outside of the United States.

(n) The Company has provided

to Parent a true and correct list, as of the date of this Agreement, containing the names of all current full-time or part-time employees

and individual independent contractors (and indication as such), and, as applicable: (i) base compensation (hourly rate or annual salary,

as applicable) and target bonus or commission for 2026, if applicable; (ii) dates of employment or service; (iii) title and, with respect

to independent contractors, the type of services provided; (iv) visa status, if applicable; (v) location in which services are primarily

performed (city, state, and country); and (vi) with respect to employees, (A) a designation of whether they are classified as exempt or

non-exempt for purposes of the Fair Labor Standards Act, as amended (“FLSA”) and any similar state Law, (B)

whether such an employee is on leave and, if so, the nature of such leave and expected return date, and (C) full-time or part-time status.

(o) The Company is not and has

never been a party to, bound by, or has a duty to bargain under, any collective bargaining agreement or other Contract with a labor union

or similar labor organization representing any of its employees, and there is no labor union or similar labor organization representing

or, to the Knowledge of the Company, purporting to represent or seeking to represent any employees of the Company, including through the

filing of a petition for representation election. There is not any pending, nor, to the Knowledge of the Company, is there any threat

of, any strike, slowdown, work stoppage, lockout, union election petition, demand for recognition, or any similar labor dispute against

the Company. To the Knowledge of the Company, there is no union organizing activity against the Company.

(p) The Company and each of

its Subsidiaries is, and since the Lookback Date has been, in material compliance with all applicable Laws respecting labor, employment,

employment practices, and terms and conditions of employment, including worker classification, discrimination, harassment and retaliation,

equal employment opportunities, fair employment practices, meal and rest periods, immigration, employee safety and health, payment of

wages (including overtime wages), unemployment and workers’ compensation, leaves of absence, and hours of work. There are no actions,

suits, claims, charges, lawsuits, investigations, audits or administrative matters pending or, to the Knowledge of the Company, threatened

or reasonably anticipated against the Company or any of its Subsidiaries relating to any employee, applicant for employment, or consultant.

(q) In the past three (3) years,

the Company has not implemented any “plant closing” or “mass layoff” of employees that would reasonably be expected

to require notification under the WARN Act or any similar state or local Law, no such “plant closing” or “mass layoff”

will be implemented before the Closing Date without advance notification to and approval of Parent, and there has been no “employment

loss” as defined by the WARN Act within the ninety (90) days prior to the date of this Agreement.

(r) Since the Lookback Date

(i) no allegations of sexual harassment, gender discrimination, sexual assault, or other sexual misconduct have been made by, against

or otherwise involving any current or former officer, director, manager, or other supervisory-level employee of the Company in connection

with such individual’s provision of services to the Company, and (ii) the Company has not entered into or is a party to any settlement

agreement with any Person that involves allegations relating to sexual harassment, gender discrimination, sexual assault or other sexual

misconduct by any officer, director, manager, or other supervisory-level employee of the Company.

2.18. Environmental

Matters. The Company is and since the Company’s inception has complied with all applicable Environmental Laws, which compliance

includes the possession by the Company of all permits and other Governmental Authorizations required under applicable Environmental Laws

and compliance with the terms and conditions thereof, except for any failure to be in such compliance that, either individually or in

the aggregate, would not reasonably be expected to be material to the Company or its business. The Company has not received since the

Company’s inception, any written notice or other communication (in writing or otherwise), whether from a Governmental Body or other

Person, that alleges that the Company is not in compliance with or has liability pursuant to any Environmental Law and, to the Knowledge

of the Company, there are no circumstances that would reasonably be expected to prevent or interfere with the Company’s compliance

in any material respects with any Environmental Law, except where such failure to comply would not reasonably be expected to be material

to the Company or its business. No current or (during the time a prior property was leased or controlled by the Company) prior property

leased or controlled by the Company has had a release of or exposure to Hazardous Materials in material violation of or as would reasonably

be expected to result in any material liability of the Company pursuant to Environmental Law. No consent, approval or Governmental Authorization

of or registration or filing with any Governmental Body is required by Environmental Laws in connection with the execution and delivery

of this Agreement or consummation of the Contemplated Transactions by the Company. Prior to the date hereof, the Company has provided

or otherwise made available to Parent true and correct copies of all material environmental reports, assessments, studies and audits in

the possession or control of the Company with respect to any property leased or controlled by the Company or any business operated by

it.

2.19. Insurance.

The Company has delivered or made available to Parent accurate and complete copies of all material insurance policies and all material

self-insurance programs and arrangements relating to the business, assets, liabilities and operations of the Company. Each of such insurance

policies is in full force and effect and the Company is in compliance in all material respects with the terms thereof. Other than customary

end of policy notifications from insurance carriers, since the Company’s inception, the Company has not received any notice or other

communication regarding any actual or possible: (a) cancellation or invalidation of any insurance policy; or (b) refusal or denial of

any coverage, reservation of rights or rejection of any material claim under any insurance policy. The Company has provided timely written

notice to the appropriate insurance carrier(s) of each Legal Proceeding that is currently pending against the Company for which the Company

has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any such Legal

Proceeding, or informed the Company of its intent to do so.

2.20. No Financial Advisors.

Except as set forth in Section 2.20 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled

to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the

Contemplated Transactions based upon arrangements made by or on behalf of the Company.

2.21. Transactions with

Affiliates.

(a) Section 2.21(a)

of the Company Disclosure Schedule describes any material transactions or relationships, since the Company’s inception, between,

on one hand, the Company and, on the other hand, any (i) officer or director of the Company or, to the Knowledge of the Company, any of

such officer’s or director’s immediate family members, (ii) owner of more than 5% of the voting power of the outstanding Company

Shares or (iii) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under

the Securities Act) of any such officer, director or owner (other than the Company) in the case of each of (i), (ii) or (iii) that is

of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

(b) Section 2.21(b)

of the Company Disclosure Schedule lists each stockholders agreement, voting agreement, registration rights agreement, co-sale agreement

or other similar Contract between the Company and any holders of Company Shares, including any such Contract granting any Person investor

rights, rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights (collectively,

the “Investor Agreements”).

2.22. International

Trade Compliance.

(a) Since

the Lookback Date, the Company has not (i) received any written notice alleging a violation of Sanctions Laws that occurred subsequent

to April 24, 2019, (ii) been or is currently a Sanctions Target or Sanctioned Person, or has been named to any denied parties list administered

by relevant Governmental Bodies, or (iii) violated or been investigated, charged, or convicted of violating any International Trade Laws.

(b) Since

the Lookback Date, the Company has not exported goods or services in violation of applicable International Trade Laws—including,

but not limited to the Export Administration Regulations (15 C.F.R. §§ 730-774) and International Traffic in Arms Regulations

(22 C.F.R. 120-130)—nor engaged in any other transactions, or otherwise dealt, with any Sanctioned Person or Sanctioned Country.

Neither the Company nor its Subsidiaries has received any written notice since the Lookback Date alleging either (i) the failure to obtain

any material license or authorization required under applicable International Trade Laws governing exports or related dealings, or (ii)

an actual or suspected violation of International Trade Laws governing exports or related dealings.

January 8, 2025, the Company has at all times complied with all applicable requirements of the Data Security Program administered by the

U.S. Department of Justice, 28 C.F.R. § 202 et seq., including restrictions and licensing obligations related

to bulk U.S. sensitive personal data or government-related data transfers to any country of concern or covered person as defined therein.

The Company has not received any written notice, inquiry, or penalty, from any Governmental Body, alleging that it is in violation of

the Data Security Program.

(d) The

Company has not (i) imported products produced with forced labor in violation of applicable Law, including but not limited to, products

from entities identified pursuant to the Uyghur Forced Labor Prevention Act (UFLPA), nor (ii) imported products or goods for entry into

the United States in violation of regulations or standards promulgated or enforced by U.S. Customs and Border Protection.

(e) The Company has at all times

since the Lookback Date: (i) obtained, and acted in compliance with, all registrations, licenses, agreements, permits, and all other consents,

authorizations, waivers, approvals, and orders required or issued under applicable International Trade Laws; (ii) made, filed, or caused

to be filed, all notices, registrations, declarations and filings with any Governmental Body required by applicable International Trade

Laws; and (iii) met the requirements of any general or specific licenses, license exceptions, and license exemptions, as required under

applicable International Trade Laws in connection with the import, transshipment, export, reexport, release, storage, development, production,

testing, maintenance, brokering, or transfer of products, services, software, technology, technical data or other know-how.

(f) The Company has policies

and procedures in place, including but not limited to third-party screening software/tools that are reasonably designed to ensure compliance

with International Trade Laws.

2.23. Anti-Bribery.

None of the Company or any of its directors, officers, employees or, to the Company’s Knowledge, agents or any other Person acting

on their behalf (in each in their respective capacities as such) has directly or indirectly made any bribes, rebates, payoffs, influence

payments, kickbacks, illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or

taken any other action, in violation of the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 or any other anti-bribery

or anti-corruption Law (collectively, the “Anti-Bribery Laws”). The Company is not and has not been the subject

of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.

2.24. Accredited Investors.

To the Knowledge of the Company, each holder of Company Shares as of immediately prior to the Effective Time is an accredited investor,

as that term is defined in Regulation D promulgated by the SEC.

2.25. Disclaimer of

Other Representations or Warranties.

(a) Except as previously set

forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Sub pursuant to this Agreement,

the Company makes no representation or warranty, express or implied, at Law or in equity, with respect to it or any of its assets, liabilities

or operations, and any such other representations or warranties are hereby expressly disclaimed.

(b) The Company acknowledges

and agrees that, except for the representations and warranties of Parent and Merger Sub set forth in Section 3 or in any certificate

delivered by Parent and/or Merger Sub to the Company pursuant to this Agreement, neither the Company nor any of its respective Representatives

are relying on any other representation or warranty of Parent or any other Person made outside of Section 3 or such certificate,

including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information,

whether express or implied, in each case, with respect to the Contemplated Transactions. The Company acknowledges and agrees that Parent

and Merger Sub, except for the representations and warranties of Parent and Merger Sub set forth in Section 3 or in any certificate

delivered by the Parent or Merger Sub to the Company pursuant to this Agreement, are not making any representation or warranty, express

or implied, at Law or in equity, with respect to them or any of their assets, liabilities or operations, and any such other representations

or warranties are hereby expressly disclaimed.

Section

3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Subject to Section 8.12(h),

except (a) as set forth in the disclosure schedule delivered by Parent to the Company (the “Parent Disclosure Schedule”)

or (b) as disclosed in the Parent SEC Documents filed with the SEC after December 31, 2020 and prior to the date hereof and publicly available

on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (i) without giving effect to any amendment thereof filed

with, or furnished to the SEC on or after the date hereof and (ii) excluding any disclosures contained under the heading “Risk Factors”

and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent

they are forward-looking statements or cautionary, predictive or forward-looking in nature), it being understood that any matter disclosed

in the Parent SEC Documents (A) shall not be deemed disclosed for purposes of Section 3.1, Section 3.2, Section 3.3,

Section 3.4, Section 3.5, Section 3.6, and Section 3.7 and (B) shall be deemed to be disclosed in a section

of the Parent Disclosure Schedule only to the extent that it is readily apparent from a reading of such Parent SEC Documents that is applicable

to such section of the Parent Disclosure Schedule, Parent and Merger Sub represent and warrant to the Company as follows:

3.1. Due Organization;

Subsidiaries.

(a) Each of Parent and Merger

Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation,

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

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

leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since its date of incorporation, Merger

Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this

Agreement.

(b) Parent is duly licensed

and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions

where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified

individually or in the aggregate would not be reasonably expected to have a Parent Material Adverse Effect.

except for the Entities identified in Section 3.1(c) of the Parent Disclosure Schedule; and neither Parent nor any of the

Entities identified in Section 3.1(c) of the Parent Disclosure Schedule owns any capital stock of, or any equity, ownership

or profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in

Section 3.1(c) of the Parent Disclosure Schedule. Each of Parent’s Subsidiaries is a corporation or other legal Entity

duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all

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

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

used; and (iii) to perform its obligations under all Contracts by which it is bound.

(d) Neither the Parent nor any

of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture

or similar business Entity. Neither the Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract

under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Parent

nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for, any of the debts or other obligations

of, any general partnership, limited partnership or other Entity.

3.2. Organizational

Documents. Parent has made available to the Company accurate and complete copies of the Organizational Documents of Parent and

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

of its respective Organizational Documents.

3.3. Authority; Binding

Nature of Agreement.

(a) Parent and each of its Subsidiaries

(including Merger Sub) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement

and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Sub, the adoption

of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, to perform its obligations hereunder and to consummate

the Contemplated Transactions. The Parent Board (at a meeting duly called and held or by unanimous written consent) has: (i) determined

that this Agreement and the Contemplated Transactions are advisable and in the best interests of Parent and its stockholders; (ii) approved

and declared advisable this Agreement and the Contemplated Transactions, including the issuance of the Parent Common Stock Payment Shares

and the Parent Preferred Stock Payment Shares to the shareholders of the Company pursuant to the terms of this Agreement and the treatment

of the Company Options and the Company SAFEs pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject

to the conditions set forth in this Agreement, that the stockholders of the Parent vote to approve the Parent Stockholder Matters at the

Parent Stockholders’ Meeting to be convened following the Closing. The Merger Sub Board (by unanimous written consent) has: (A)

determined that this Agreement and the Contemplated Transactions are advisable and in the best interests of Merger Sub and its sole stockholder;

(B) approved and declared advisable this Agreement and the Contemplated Transactions; (C) directed that this Agreement be submitted to

the sole stockholder of Merger Sub for its adoption; and (C) determined to recommend that the sole stockholder of Merger Sub vote in favor

of the adoption of this Agreement.

(b) This Agreement has been

duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes

the legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with

its terms, subject to the Enforceability Exceptions.

3.4. Vote Required.

(i) Other than with respect to the Parent Voting Common Stock Proposal, the affirmative vote of a majority of shares of Parent Voting

Common Stock present in person, by remote communication, if applicable, or represented by proxy at the Parent Stockholders’ Meeting

and entitled to vote generally on the applicable proposal (other than the Parent Common Stock Payment Shares to be issued at Closing pursuant

to this Agreement) and (ii) with respect to the Parent Voting Common Stock Proposal only, the affirmative vote of a majority of the votes

cast by holders of shares of Parent Voting Common Stock present in person or represented by proxy at the Parent Stockholders’ Meeting

and entitled to vote at the meeting, are the only votes of the holders of any class or series of Parent’s capital stock necessary

to approve the proposals described in Section 4.2(a) (together, the “Required Parent Stockholder Vote”).

The approval of holders of Parent Common Stock is not required in order to approve this Agreement or, except with respect to Parent Stockholder

Matters, the transactions contemplated hereby.

3.5. Non-Contravention;

Consents. Subject to obtaining the Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the

DGCL and the filing of the Certificate of Designation, neither (x) the execution, delivery or performance of this Agreement by Parent

or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse

of time):

(a) contravene, conflict with

or result in a violation of any of the provisions of the Organizational Documents of Parent or Merger Sub;

(b) contravene, conflict with

or result in a violation of, give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise

any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Parent or its Subsidiaries,

or any of the assets owned or used by Parent or its Subsidiaries, is subject, except as would not reasonably be expected to be material

to Parent or its business;

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 Parent, except as would not reasonably be expected to be material

to Parent or its business;

(d) 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; (ii) any material payment, rebate, chargeback,

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

Material Contract; or (iv) cancel, terminate or modify any term of any Parent Material Contract, except in the case of any non-material

breach, default, penalty or modification; or

(e) result in the imposition

or creation of any Encumbrance upon or with respect to any asset owned or used by Parent (except for Permitted Encumbrances).

Except for (i) any Consent set forth in Section 3.5

of the Parent Disclosure Schedule under any Parent Contract, (ii) the Required Parent Stockholder Vote, (iii) the filing of the Certificate

of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and the filing of the Cayman Merger Documents with

the Cayman Registrar, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant

to the DGCL and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required

under applicable federal and state securities Laws, neither Parent nor any of its Subsidiaries is or will be required to make any filing

with or give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution, delivery or performance of

this Agreement, or (B) the consummation of the Contemplated Transactions. The Parent Board and the Merger Sub Board, have taken and will

take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL

(or analogous provisions) are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Parent Stockholder

Support Agreements and the Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other state takeover statute

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

3.6. Capitalization.

(a) The authorized capital stock

of Parent as of the date of this Agreement consists of (i) 490,000,000 shares of Parent Voting Common Stock, 28,079,552 of which have

been issued and are outstanding as of the date of this Agreement, (ii) 2,000,000 shares of Parent Non-Voting Common Stock, none of which

have been issued and are outstanding as of the date of this Agreement, and (iii) 10,000,000 shares of preferred stock, par value $0.0001

per share, none of which have been issued and are outstanding as of the date of this Agreement. Parent does not hold any shares of its

capital stock in its treasury.

(b) All of the outstanding shares

of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares

of Parent Common Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right

and none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent. Except as contemplated

herein and in the Parent Stockholder Support Agreements and Lock-Up Agreements, there is no Parent Contract relating to the voting or

registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar

right with respect to), any shares of Parent Common Stock. Parent is not under any obligation, nor is it 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 securities.

Section 3.6(b) of the Parent Disclosure Schedule accurately and completely lists all repurchase rights held by Parent with

respect to shares of Parent Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those

repurchase rights are currently exercisable and whether the holder of such shares of Parent Common Stock timely filed an election with

the relevant Governmental Bodies under Section 83(b) of the Code with respect to such shares.

Plan, Other Stock Plans, and ESPP and except as set forth in Section 3.6(c) of the Parent Disclosure Schedule, Parent does

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

Person. As of the date of this Agreement, 2,015,889 shares were reserved for issuance upon exercise of Parent Options granted under the

Parent Stock Plan, Other Stock Plans, and ESPP that are outstanding as of the date of this Agreement, 67,275 shares have been reserved

for issuance upon settlement of Parent RSUs granted and currently outstanding under the Parent Stock Plan, Other Stock Plans, and ESPP,

2,099,191 shares remain available for future issuance pursuant to the Parent Stock Plan, Other Stock Plans and ESPP, and 1,962,889 shares

have been reserved for issuance upon exercise of Parent Options with (i) an exercise price greater than $3.33, and (ii) an exercise price

less than or equal to $3.33 that would not have vested by October 31, 2026 if the applicable grantee was still employed with or engaged

to provide services to Parent as of October 31, 2026. Section 3.6(c) of the Parent Disclosure Schedule sets forth the following

information with respect to each Parent Option, Parent RSU and Parent Warrant outstanding as of the date of this Agreement: (i) the name

of the award recipient; (ii) the number of shares of capital stock of Parent subject to such Parent Option, Parent RSU or Parent Warrant,

as applicable, at the time of grant; (iii) the number of shares of capital stock of Parent subject to such Parent Option, Parent RSU or

Parent Warrant, as applicable, as of the date of this Agreement; (iv) the exercise price of such Parent Option or Parent Warrant, as applicable,

as of the date of this Agreement; (v) the date on which such Parent Option, Parent RSU or Parent Warrant, as applicable, was granted;

(vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement and any acceleration

provisions; and (vii) whether such Parent Option is intended to constitute an “incentive stock option” (as defined in the

Code) or a non-qualified stock option. Parent has made available to the Company an accurate and complete copy of the Parent Stock Plan

and Other Stock Plans and a form of stock option agreement, form of restricted stock unit agreement and form of warrant that is consistent

in all material respects with the stock option agreements, restricted stock unit agreements and warrants evidencing outstanding Parent

Options, Parent RSUs and Parent Warrants granted thereunder. Each Parent Option has been granted with an exercise price equal to or greater

than fair market value of the underlying Parent Common Stock as of the date of grant and no Parent Option has had its exercise date or

grant date “back-dated” or delayed.

(d) Except for the Parent Options,

Parent RSU and Parent Warrants, and as otherwise set forth in Section 3.6(d) of the Parent Disclosure Schedule, there is no:

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

stock or other securities of Parent or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become

convertible into or exchangeable for any shares of the capital stock or other securities of Parent or any of its Subsidiaries; or (iii)

condition or circumstance that could be reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person

to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Parent or any of its

Subsidiaries (it being understood that Parent intends to issue prior to (but contingent upon) the Closing restricted stock units to certain

employees of the Company identified in the Company Disclosure Schedule). There are no outstanding or authorized stock appreciation, phantom

stock, profit participation or other similar rights with respect to Parent or any of its Subsidiaries. In addition, there are no stockholder

rights plans (or similar plan commonly referred to as a “poison pill”) or bonds, debentures, notes or other indebtedness of

Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which

stockholders of Parent may vote.

(e) All outstanding shares of

Parent Common Stock, Parent Options, Parent RSUs, Parent Warrants and other securities of Parent have been issued and granted in material

compliance with (i) the Organizational Documents of Parent in effect as of the relevant time and all applicable securities Laws and other

applicable Law, and (ii) all requirements set forth in applicable Contracts, including the Parent Stock Plan and Other Stock Plans. Each

Parent Option (A) has an exercise price per share of Parent Common Stock equal to or greater than the fair market value of a share of

Parent Common Stock on the date of such grant, (B) has a grant date that is not prior to the date on which the Parent Board or a

duly authorized committee thereof actually awarded such Parent Option and (C) qualifies for the Tax and accounting treatment afforded

to such Parent Option in Parent’s Tax Returns and financial statements of Parent, respectively.

(f) All distributions, dividends,

repurchases and redemptions of Parent Common Stock or other equity interests of Parent were undertaken in material compliance with (i)

the Organizational Documents of Parent in effect as of the relevant time and all applicable securities Laws and other applicable Laws,

and (ii) all requirements set forth in applicable Contracts.

3.7. SEC Filings; Financial

Statements.

(a) Parent has delivered or

made available to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined

below) and other statements, reports, schedules, forms and other documents filed by Parent with the SEC since the Lookback Date (the “Parent

SEC Documents”), other than such documents that can be obtained on the SEC’s website at www.sec.gov. Since

the Lookback Date, material statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers

with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing

prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied in all material respects

with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the time they were filed, or

if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing

prior to the date of this Agreement, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to

state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii)

18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Parent SEC Documents (collectively, the “Certifications”)

are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Parent

has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all

correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between

the SEC, on the one hand, and Parent, on the other, since the Lookback Date, including all written inquiries, enforcement correspondences,

comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such

comment letters and responses to such comment letters that are publicly accessible through EDGAR. As of the date of this Agreement, there

are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the

Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations

by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. As used

in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner in

which a document or information is filed, furnished, supplied or otherwise made available to the SEC.

(b) The financial statements

(including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied as to form in all material

respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP (except as

may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by 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) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly

present, in all material respects, the financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof

and the results of operations and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed in the Parent

SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods or principles that

would be required to be disclosed in Parent’s financial statements in accordance with GAAP.

registered public accounting firm has at all times since the date it was first engaged by Parent been: (i) a registered public accounting

firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) to the Knowledge of Parent, “independent” with

respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Parent, in compliance with

subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the

Public Company Accounting Oversight Board thereunder.

(d) Since the Lookback Date,

through the date of this Agreement, and except as disclosed in Section 3.7(d) of the Parent Disclosure Schedule, Parent has not

received any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating

to the delisting or maintenance of listing of the Parent Voting Common Stock on Nasdaq. As of the date of this Agreement, Parent has timely

responded to all comment letters of the staff of the SEC relating to the Parent SEC Documents, and the SEC has not advised Parent that

any final responses are inadequate, insufficient or otherwise non-responsive. Parent will, reasonably promptly following the receipt thereof,

make available to the Company any such correspondence sent or received after the date of this Agreement. To the Knowledge of Parent, as

of the date of this Agreement, none of the Parent SEC Documents is the subject of an ongoing SEC report or outstanding SEC comment.

(e) Since the Lookback Date,

there have been no formal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by

or initiated at the direction of the chief executive officer, chief financial officer, principal accounting officer or general counsel

of Parent, the Parent Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices

or internal controls required by the Sarbanes-Oxley Act.

(f) Except as disclosed in Section

3.7(f) of the Parent Disclosure Schedule, Parent is and since its first date of listing on Nasdaq, has been, in compliance in all

material respects with the applicable current listing and governance rules and regulations of Nasdaq.

(g) Parent maintains and at

all times since Lookback Date has maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and

15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions

are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are

made only in accordance with authorizations of management and the Parent Board, (iii) regarding prevention or timely detection of the

unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial statements

and (iv) that Parent maintains records in reasonable detail which accurately and fairly reflect the transactions and dispositions of the

assets of Parent and any of its Subsidiaries. Parent has evaluated the effectiveness of Parent’s internal control over financial

reporting as of December 31, 2025, and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that

is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over

financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed, based

on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and has described

in Section 3.7(g) of the Parent Disclosure Schedule) (A) all material weaknesses and all significant deficiencies, if any,

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

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

any of its Subsidiaries, Parent’s management or other employees who have a role in the preparation of financial statements or the

internal accounting controls utilized by the Parent and its Subsidiaries or (C) any claim or allegation regarding any of the foregoing.

Parent has not identified, based on its most recent evaluation of internal control over financial reporting, any significant deficiencies

or material weaknesses in the design or operation of Parent’s internal control over financial reporting.

(h) Parent maintains “disclosure

controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to

ensure that information required to be disclosed by Parent in the periodic reports that it files or submits under the Exchange Act is

recorded, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated

to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications. The

cash forecast set forth in Section 3.7(i) of the Parent Disclosure Schedule: (i) has been prepared by Parent in good faith, (ii)

is based on assumptions that Parent considers to be reasonable, and (iii) fairly reflects Parent’s reasonably anticipated rate of

cash usage for the periods covered therein.

(i) Section 3.7(i)

to the Parent Disclosure Schedule sets forth an accurate statement of Parent’s cash and cash equivalents as of the close of business

on the Business Day preceding the date of this Agreement, and there has been no material change in the amount thereof from such statement

through the date of this Agreement.

(j) Parent is not currently,

and has not been a “shell company” (as defined in Section 12b-2 of the Exchange Act) for at least twelve (12) calendar months

prior to the date of this Agreement.

3.8. Absence of Changes.

Except as set forth in Section 3.8 of the Parent Disclosure Schedule, after the date of the Parent Balance Sheet, Parent and

its Subsidiaries have conducted its business only in the Ordinary Course of Business (except for the execution and performance of this

Agreement and the discussions, negotiations and transactions related thereto) and (x) there has not been any Parent Material Adverse Effect

and (y) neither Parent nor any of its Subsidiaries has done any of the following:

(a) declared, accrued, set aside

or paid any dividend or made any other distribution in respect of any shares of its capital stock or repurchased, redeemed or otherwise

reacquired any shares of its capital stock or other securities (except in connection with the payment of the exercise price and/or withholding

Taxes incurred upon the exercise, settlement or vesting of any award granted under the Parent Stock Plan and Other Stock Plans);

(b) sold, issued, granted, pledged

or otherwise disposed of or encumbered or authorized any of the foregoing with respect to: (i) any capital stock or other security of

Parent (except for capital stock of Parent issued upon the valid exercise of outstanding Parent Options or Parent Warrants, or the settlement

of a Parent RSU); (ii) any option, warrant or right to acquire any capital stock or any other security, other than option or Parent RSU

grants to employees and directors in the Ordinary Course of Business; or (iii) any instrument convertible into or exchangeable for any

capital stock or other security of Parent;

effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected or been a party to any merger,

consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or

similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

(d) other than Merger Sub, formed

any Subsidiary or acquired any equity interest or other interest in any other Entity or entered into a joint venture with any other Entity;

(e) (i) lent money to any Person

(except for the advance of reasonable business expenses to employees, directors and consultants in the Ordinary Course of Business), (ii)

incurred or guaranteed any indebtedness for borrowed money, or (iii) guaranteed any debt securities of others;

(f) other than as required by

applicable Law or the terms of any Parent Benefit Plan as in effect on the date of this Agreement: (i) adopted, terminated, established

or entered into any Parent Benefit Plan; (ii) caused any Parent Benefit Plan to be amended in any material respect; (iii) paid any bonus

or distributed any profit-sharing account balances or similar payment to, or increased the amount of the wages, salary, commissions, benefits

or other compensation or remuneration payable to, any of its directors, officers or employees (other than annual bonuses and wage or salary

increases in the Ordinary Course of Business that do not exceed ten percent (10%) of any such employee’s base compensation); (iv)

granted or increased any severance, change-of-control, transaction or retention bonus, deferred compensation or similar payments or benefits

with respect to any current, former or new employees, directors or consultants or (v) hired, terminated or gave notice of termination

(other than for cause) to any (A) officer or (B) employee or other service provider whose annual compensation is or is expected to be

more than $100,000 per year;

(g) entered into any collective

bargaining agreement or similar agreement with any labor union, or similar labor organization;

(h) entered into any material

transaction other than (i) in the Ordinary Course of Business or (ii) in connection with the Contemplated Transactions;

(i) acquired any material asset

or sold, leased or otherwise irrevocably disposed of any of its assets or properties, or granted any Encumbrance (other than a Permitted

Encumbrance) with respect to such assets or properties, except in the Ordinary Course of Business;

(j) sold, assigned, transferred,

licensed, sublicensed or otherwise disposed of any material Parent IP (other than pursuant to non-exclusive licenses in the Ordinary Course

of Business);