Form 8-K

8-K — Merlin, Inc.

Accession: 0001213900-26-048884

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0002028707

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288180-8k_merlin.htm (Primary)

EX-4.1 — FORM OF COMMON STOCK PURCHASE WARRANT (ea028818001ex4-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 29, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASER (ea028818001ex10-1.htm)

EX-10.2 — FORM OF SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (ea028818001ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 29, 2026 (ea028818001ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-29

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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):

April 29, 2026

MERLIN, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42392

98-1797826

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

100 Causeway

St., Floor 23

Boston, MA

02114

(Address of principal executive offices, including

zip code)

(857) 201-3979

Registrant’s telephone number, including

area code

129 South Street

Boston, MA

02111

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

MRLN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01. Entry into a Material

Definitive Agreement

Private Placement

Securities Purchase Agreement

On April 29, 2026, Merlin,

Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase

Agreement”) with the purchaser named therein (the “Purchaser”), for the private placement (the “Private

Placement”) of 8 million shares of the Company’s common stock, par value $0.0001 per share (the “Shares”),

at a price per share of $10.00, and warrants (the “Warrants,” and together with the Shares, the “Securities”)

exercisable for an aggregate of 4 million shares of Common Stock (the “Underlying Shares”), for aggregate gross proceeds

of approximately $80 million. Subject to the satisfaction of customary closing conditions, the Company intends to close the Private Placement

and issue the Securities on May 1, 2026. The Company intends to use the net proceeds from the Private Placement to support revenue generation

and long-term value creation, including to advance and expand Merlin’s core platform development, fund regulatory approval activities,

scale program capacity, and support the execution and expansion of existing and new customer contracts.

The Purchase Agreement contains

customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Purchaser,

including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations

of the parties. The representations, warranties, covenants and agreements contained in the Purchase Agreement reflect negotiations between

the parties to the Purchase Agreement and are not intended as statements of fact to be relied upon by stockholders, or any individual

or other entity other than the parties. In particular, the representations, warranties, covenants and agreements in the Purchase Agreement

may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that

were made between the parties in connection with the negotiation of the Purchase Agreement, and having been made for purposes of allocating

risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way

that is different from what may be viewed as material by investors. As such, the representations and warranties in the Purchase Agreement

may not describe the actual state of affairs at the date they were made, or at any other time, and you should not rely on them as statements

of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase

Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information. In accordance with

the terms of the Certificate of Designation of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “Preferred

Stock”), the issuance of the Securities in the Private Placement is expected to result in an adjustment to the conversion price

of the Preferred Stock pursuant to the anti-dilution provisions set forth therein, as well as a corresponding adjustment to the exercise

price of certain existing warrants to purchase common stock pursuant to the anti-dilution provisions set forth therein.

The Private Placement is exempt

from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public

offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchaser

represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Securities and Underlying

Shares as principal for its own account and not with a view to or for distributing or reselling the Securities and Underlying Shares.

The Securities and Underlying Shares were offered without any general solicitation by the Company or its representatives. The Securities

and Underlying Shares sold and issued in the Private Placement have not been registered under the Securities Act or any state securities

laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”)

or an applicable exemption from the registration requirements of the Securities Act.

Registration Rights Agreement

In addition, in connection

with the Private Placement, the Amended and Restated Registration Rights Agreement, dated as of March 16, 2026, by and among the Company

and the other parties thereto, was amended and restated by the Company and the Holders (as defined therein) of at least a majority in

interest of the aggregate Registrable Securities (as defined therein) at the time of the amendment (the “Second A&R Registration

Rights Agreement”). Pursuant to the Second A&R Registration Rights Agreement, the Company has agreed to file a registration

statement with the SEC on or prior to the 30th calendar day following the execution of the Second A&R Registration Rights Agreement

(subject to certain exceptions) for purposes of registering the resale of the Registrable Securities, including the Securities and Underlying

Shares (the “Registration Statement”), to use commercially reasonable efforts to have such Registration Statement declared

effective within the time period set forth in the Second A&R Registration Rights Agreement, and to keep the Registration Statement

effective until the date that all registrable securities covered by the Registration Statement are no longer Registrable Securities.

The foregoing descriptions

of the Purchase Agreement and the Second A&R Registration Rights Agreement do not purport to be complete and are qualified in their

entirety by reference to the Purchase Agreement, the Form of Second Amended and Restated Registration Rights Agreement and the Form of

Common Stock Purchase Warrant filed as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K and incorporated

herein by reference. Such exhibits have been included to provide investors with information regarding their respective terms and are not

intended to provide any factual information about the Company.

Item 3.02. Unregistered Sales of Equity

Securities

The information under Item

1.01 of this Current Report on Form 8-K related to the Securities and Underlying Shares is incorporated herein by reference.

This Current Report on Form

8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale

of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such state or jurisdiction.

Item 7.01. Regulation FD Disclosure

On April 29, 2026, the Company

issued a press release announcing the Private Placement, which is furnished herewith as Exhibit 99.1.

The information provided under

this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed”

with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

Certain matters discussed

in this Current Report on Form 8-K, including Exhibit 99.1, are or contain “forward-looking statements” within the meaning

of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These

statements, which involve risks and uncertainties include statements relating to the Private Placement and its expected benefits, including

anticipated timing of closing and funding and use of proceeds. Such statements can be identified by the fact that they do not relate strictly

to historical or current facts. Words such as “anticipate”, “believe”, “can”, “continue”,

“could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”,

“plan”, “possible”, “potential”, “predict”, “project”, “seek”,

“should”, “strive”, “target”, “will”, “would” and similar expressions may

identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking

statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations.

The Company believes that

all forward-looking statements made in this Current Report have a reasonable basis, but there can be no assurance that management’s

expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. Factors

that could cause actual results to differ materially from those discussed in the forward-looking statements herein include, but are not

limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the occurrence of any event,

change or other circumstances that could give rise to an amendment or termination of the Purchase Agreement; (iii) litigation and any

unexpected costs, charges or expenses resulting from the Purchase Agreement and the other transactions contemplated thereby; (iv) potential

adverse reactions or changes to business relationships resulting from the announcement of the Purchase Agreement; and (v) the risks relating

to forward-looking statements and other “Risk Factors” discussed in the Company’s 424(b)(3) Prospectus dated April 21,

2026, and additional risk factors that may be identified from time to time in future filings of the Company. The Company disclaims any

obligation to update information contained in these forward-looking statements whether as a result of new information, future events or

developments, or otherwise.

Item 9.01. Financial Statements and

Exhibits

(d) Exhibits:

The following exhibits are attached with this current

report on Form 8-K:

Exhibit

No.

Description

4.1

Form of Common Stock Purchase Warrant.

10.1†

Securities Purchase Agreement, dated as of April 29, 2026, by and between the Company and the Purchaser.

10.2

Form of Second Amended and Restated Registration Rights Agreement.

99.1

Press Release, dated April 29, 2026.

104

Cover

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

†

The annexes schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the

undersigned hereunto duly authorized.

Date: April 29, 2026

MERLIN, INC.

By:

/s/ Ryan Carrithers

Name:

Ryan Carrithers

Title:

Chief Financial Officer

EX-4.1 — FORM OF COMMON STOCK PURCHASE WARRANT

EX-4.1

Filename: ea028818001ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES

COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY

BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

MERLIN,

INC.

COMMON STOCK PURCHASE WARRANT

Warrant Shares: 4,000,000

Initial Exercise Date: April 29, 2026

THIS COMMON STOCK PURCHASE WARRANT

(this “Warrant”) certifies that, for value received, Alyeska Master Fund, L.P. or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 29, 2031 (the

“Termination Date”) but not thereafter, to subscribe for and purchase from Merlin, Inc., a Delaware corporation (the

“Company”), up to 4,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of

common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of

Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized

terms used and not otherwise defined herein shall have the meanings set forth in Schedule A hereto.

Section 2. Exercise.

(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in

whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the

Company (or such other office or agency that the Company may designate by notice in writing to the registered Holder at the address of

the Holder appearing on the books of the Company), as applicable, of a duly executed PDF copy submitted by e-mail (or e-mail attachment)

of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Not later than the number

of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise

as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of

Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section

2(c) below is available and specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise

is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of

the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $6.67,

subject to adjustment hereunder (the “Exercise Price”).

the Warrant Shares issuable upon exercise of this Warrant would be (i) “restricted securities” as defined in Rule 144 or (ii)

the Holder is an Affiliate of the Company and (y) there is no effective registration statement registering, or the prospectus contained

therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,

at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares

equal to the quotient obtained by dividing ((A-B) multiplied by (X)) by (A), where:

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3) executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (ii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant

Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this

Section 2(c).

Notwithstanding anything herein to the

contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

(d) Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant

in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder, and otherwise by physical delivery of a certificate, (or reasonable evidence of issuance by book entry of ownership

of the Warrant Shares) registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the

date that is the later of (i) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, and (ii) one

(1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”);

provided, however, in any event, the Company shall not be obligated to deliver Warrant Shares until it has

received the aggregate Exercise Price therefor. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the

case of a cashless exercise) is received no later than the number of Trading Days comprising the Standard Settlement Period following

delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long

as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard

settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock

as in effect on the date of delivery of the Notice of Exercise.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the

Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,

deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this

Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the

Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date (subject to receipt of the aggregate Exercise Price

for the applicable exercise (other than in the case of a cashless exercise)), then the Holder will have the right to rescind such exercise

prior to the delivery of the Warrant Shares.

(iv) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall

be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon

such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to

such fraction multiplied by the Exercise Price or round up to the next whole share.

(v) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder

for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses

shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other

than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as

Exhibit B duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse

it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice

of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required

for same-day electronic delivery of the Warrant Shares pursuant to the terms of this Warrant.

(vi) Closing of Books. The Company will not close its stockholder books or records in any manner intended

to prevent the timely exercise of this Warrant, pursuant to the terms hereof.

(e) Holder’s Exercise Limitations. The Holder shall be deemed to have elected to be subject to

the Holder’s Exercise Limitations unless such Holder’s subscription agreement indicates it has opted out of such election.

If the election is deemed to have been made, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such

issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and

any Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”))

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder, its Affiliates and Attribution Parties shall include the number of

shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”),

and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the

Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules

required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, submission

of a Notice of Exercise shall be deemed to be the Holder’s good faith determination of whether this Warrant is exercisable (in relation

to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable, in each case, subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm

the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial

Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with

Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify

or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with

the Beneficial Ownership Limitation. For purposes of this Section 2(e), in determining the number of outstanding shares of Common

Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic

or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent

written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm

orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares

of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,

by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was

reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. If the Company receives

a Notice of Exercise from the Holder at a time when the Company has knowledge that the actual number of outstanding shares of Common Stock

is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock

then outstanding and, to the extent that such Notice of Exercise would otherwise cause the beneficial ownership of Holder together with

the Attribution Parties, as determined pursuant to this Section 2(e), to exceed the Beneficial Ownership Limitation, the Holder

shall then notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (such notice,

the “Reduction Notice”). Such issuance shall not be deemed to have occurred until the Holder provides the Reduction

Notice (or a notice that no reduction is needed) to the Company. In the event that the issuance of Common Stock to the Holder upon exercise

of this Warrant results in the Holder, together with the Attribution Parties, collectively being deemed to beneficially own, in the aggregate,

more than the Beneficial Ownership Limitation, the number of shares so issued by which the aggregate Beneficial Ownership of the Holder

and its Attribution Parties exceeds such limitation (the “Excess Shares”) shall be deemed null and void and shall be

cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares.

As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the

Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return the Excess Shares to the Company. The provisions

of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section

2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations

contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

(a) Stock Dividends and Splits. If the Company at any time while this Warrant is outstanding: (i) pays

a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent

securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the

Company upon exercise of this Warrant or any cash distributions), (ii) subdivides outstanding shares of Common Stock into a larger number

of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,

or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise

Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,

if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become

effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) VWAP Reset. If on the twenty-first trading day following the date that is six months after March

16, 2026, the VWAP (as defined by Bloomberg) of the Common Stock for the twenty trading period commencing on the date that is six months

after the Closing Date (the “Measurement Price”) is less than the Exercise Price then in effect, then the Exercise

Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $5.00.

issues or sells, or in accordance with this Section 3(c) is deemed to have issued or sold, any shares of Common Stock (including

the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares

of Common Stock issued or sold, or deemed to have been issued or sold, by the Company in connection with any Exempt Issuance) for a consideration

per share (the “New Issuance Price”) less than the Exercise Price then in effect (each such issue, sale

or deemed issuance or sale, a “Dilutive Issuance”), where the aggregate amount of consideration received by the Company,

together with all prior issuances and sales conducted for the purpose of raising capital by the Company on or after the Closing Date that

were excluded from this Section 3(c) by this clause, exceeds $500,000, then immediately after such Dilutive Issuance, the Exercise

Price then in effect shall be reduced to an amount equal to the New Issuance Price.

For purposes of determining the adjusted

Exercise Price under this Section 3(c), the following shall be applicable:

(i) Options and Convertible Securities. The consideration per share received by the Company for Common

Stock deemed to have been issued pursuant to Section 3(c)(ii), relating to Options and Convertible Securities, shall be determined

by dividing:

(1) the total amount, if any, received or receivable by the Company as consideration for the issue of such

Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating

thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon

the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities,

the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(2) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without

regard to any provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section 3(c)(ii)

upon the issuance of such Options or Convertible Securities.

(ii) Deemed Issuance of Options and Convertible Securities.

(1) If the Company at any time or from time to time shall issue any Options or Convertible Securities or shall

fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities,

then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions

to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment

of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion

or exchange of such Convertible Securities, shall be deemed to be outstanding and to have been issued as of the time of such issue or,

in case such a record date shall have been fixed, as of the close of business on such record date.

(2) If the purchase price provided for in any Options, the additional consideration, if any, payable upon

the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible

into or exercisable or exchangeable for Common Stock increases or decreases at any time, (other than (x) proportional changes in conversion

or exercise prices, as applicable, in connection with an event referred to in Section 2(c) above and (y) automatic adjustments

to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security which are not more favorable to the

holder thereof than the anti-dilution and similar provisions set forth herein), the Exercise Price in effect at the time of such increase

or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities

provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case

may be, at the time initially granted, issued or sold. For purposes of this Section 3(c)(ii)(2), if the terms of any Option or

Convertible Security that was outstanding as of the Initial Exercise Date are increased or decreased in the manner described in the immediately

preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion

or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section

3(c)(i)(2) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

(iii) Calculation of Consideration Received.

(1) In case one or more Option is issued in connection with the issue or sale of other securities of the Company,

together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option

and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference

of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms

of such other securities of the Company, less (II) the Option Value of each such Options; provided, that, no share of Common

Stock shall be deemed to have been issued for less than a fraction of the aggregate consideration received (excluding the minimum aggregate

amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein

for a subsequent adjustment of such consideration) payable to the Company upon the exercise of any such Options, or in the case of Options

for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible

Securities) equal to (A) one divided by (2) the total number of shares of Common Stock issued or issuable in the integrated transaction

(including the number of shares underlying any Options and Convertible Securities).

(2) If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such

consideration consists of publicly traded securities, in which case the amount of consideration received by the Company will be the closing

sale price of such publicly traded securities on the date of receipt. If any shares of Common Stock, Options or Convertible Securities

are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount

of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity

as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration

other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to

reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),

the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation

Event by an independent, reputable appraiser jointly selected by the Company and Holder. The determination of such appraiser shall be

final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(iv) Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose

of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities

or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to

be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend

or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(v) Expiration or Termination of Options or Convertible Securities. Upon the expiration or termination

of any unexercised Option or unconverted or unexchanged Convertible Securities (or portion thereof) which resulted (either upon its original

issuance or upon a revision of its terms) in an adjustment to the Exercise Price pursuant to the terms of Section 3(c), the Exercise

Price shall be readjusted to such Exercise Price as would have obtained had such Option or Convertible Securities (or portion thereof)

never been issued.

(d) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,

if at any time after the Initial Exercise Date the Company grants, issues or sells any Common Stock Equivalents or rights to purchase

stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase

Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, any applicable Beneficial Ownership

Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no

such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale

of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder exceeding any applicable Beneficial Ownership Limitation, then the Holder shall

not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result

of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,

if ever, as its right thereto would not result in the Holder exceeding any applicable Beneficial Ownership Limitation). To the extent

that the issue price of such Purchase Rights would result in an adjustment of the Exercise Price pursuant to Section 3(c), such

adjustment shall not occur to the extent the Holders were granted the right to acquire such Purchase Rights on the applicable terms.

(e) Pro Rata Distributions. If the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, any applicable Beneficial Ownership

Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding any applicable Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to

such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion

of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not

result in the Holder exceeding any applicable Beneficial Ownership Limitation).

(f) Fundamental Transaction.

(i) If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of

its subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other

disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase

offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock

are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of

50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any

reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common

Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a stock split, combination

or reclassification of shares of Common Stock covered by Section 3(a)), or (v) the Company, directly or indirectly, in one or more

related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group

acquires 50% or more of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other

Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement

or other business combination) or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor

or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for

which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e)

on the exercise of this Warrant).

(ii) For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding

anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at

the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction

(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by

paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, that if holders of Common Stock of the Company are not offered

or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock or

ordinary shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental

Transaction. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

(iii) The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not

the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant

and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form

and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder.

(g) Calculations. All calculations under this Section 3 shall be made to the nearest cent or

the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed

to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if

any) issued and outstanding.

(h) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to

this Section 3(h), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased

proportionately so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares

shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on

exercise contained herein).

(i) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision

of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such

adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such

adjustment.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution

in whatever form) on the Common Stock, (B) the Company shall declare a redemption of the Common Stock, (C) the Company shall authorize

the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class

or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the

Common Stock, any consolidation or merger to which the Company (or any of its subsidiaries) is a party, any sale or transfer of all or

substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or

property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the

Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number

or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record

or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which

such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date

as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for

securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided,

that, notwithstanding the foregoing, any notice delivery requirement hereunder shall also be deemed satisfied by filing or furnishing

such communication with the Commission via the EDGAR system; provided, further, that the failure to deliver such notice or any

defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.

To the extent that any notice provided to the Holder in accordance with the terms of this Warrant constitutes, or contains, material,

non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission

pursuant to a Current Report on Form 8-K, unless determined by the Company that such filing would be harmful to the Company at such time,

in which case the Company shall file such 8-K as soon as is reasonably practicable in its discretion. The Holder shall remain entitled

to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice

except as may otherwise be expressly set forth herein.

(j) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the

Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise

Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4. Transfer

of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set

forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are

transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together

with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney

and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment,

the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination

or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this

Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall

not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case,

the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment

form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new

holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof

at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are

to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which

may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant

or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the

Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto, and

if applicable, shall reflect any adjustment to the Exercise Price prior to the date of such transfer or exchange.

Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company

may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution

to the Holder, and for all other purposes, absent actual notice to the contrary.

(d) Transfer Restrictions. This Warrant and the Warrant Shares may only be disposed of in compliance

with state and federal securities laws. In connection with any transfer of this Warrant or the Warrant Shares other than pursuant to an

effective registration statement or Rule 144, to the Company or to an Affiliate of the Holder or in connection with a pledge in connection

with a bona fide margin account with a registered broker-dealer or other loan with a financial institution that is an “accredited

investor” as defined in Rule 501(a) under the Securities Act or other loan secured by this Warrant or the Warrant Shares, the Company

may require the transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the

Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does

not require registration of this Warrant or the Warrant Shares under the Securities Act.

(e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that

it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account

and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or

any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting

rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),

except as expressly set forth in Section 3.

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the

Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate

relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,

in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,

if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in

lieu of such Warrant or stock certificate.

the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be

exercised on the next succeeding Business Day.

(d) Authorized Shares.

(i) The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized

and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase

rights under this Warrant (without regard to any limitation on exercise set forth herein and assuming an Exercise Price equal to the lower

of (i) $5.00 and (ii) the Exercise Price then in effect). The Company further covenants that its issuance of this Warrant shall constitute

full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase

rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may

be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon

which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase

rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant

Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges

created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such

issue).

(ii) Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,

including, without limitation, amending its Certificate of Incorporation (or any Certificate of Designation thereto) or through any reorganization,

transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid

the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all

such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this

Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant

Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action

as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares

upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents

from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under

this Warrant.

(iii) Before taking any action which would result in an adjustment in the number of Warrant Shares for which

this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents

thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation

of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without

regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement

and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective Affiliates, directors,

officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting

in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not

to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action

or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce

any provisions of this Warrant, then, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party

for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of

such Action or Proceeding.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this

Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and

federal securities laws.

(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder

on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without

limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any and all notices or other communications or deliveries required or permitted to be

provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such

notice or communication is delivered via email at the e-mail address as set forth on the signature pages attached hereto, or to such other

address as the Company or the Holder may indicate by a notice delivered to the other from time to time, at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.

nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The

address for such notices and communications shall be as set forth on the signature pages attached hereto, or to such other address as

the Company or the Holder may indicate by a notice delivered to the other from time to time.

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder

to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise

to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is

asserted by the Company or by creditors of the Company.

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including

recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages

would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees

to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and

obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and

the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time

to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(l) Amendment. This Warrant may be modified, waived or amended or the provisions hereof waived with

the written consent of the Company and the Holder.

(m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner

as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable

law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions

or the remaining provisions of this Warrant.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall

not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused

this Common Stock Purchase Warrant to be duly executed by their respective authorized signatories as of the date first indicated above.

Merlin, Inc.

Address for Notice:

100 Causeway St

By:

Floor 23

Name:

Matthew George

Boston, MA 02114

Title:

Chief Executive Officer

Email: mg@merlinlabs.com

With a copy to (which shall not constitute notice):

Latham & Watkins LLP

Stephen W. Ranere

200 Clarendon Street

Boston, Massachusetts 02116

IN WITNESS WHEREOF, the undersigned have caused

this Common Stock Purchase Warrant to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:

Alyeska Master Fund, L.P.

By: Alyeska Investment Group, L.P., its investment manager

By:

Name:

Jason Bragg

Title:

CFO

Email Address:

jbragg@alyeskagroup.com

SCHEDULE A

“Action” means any action,

suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the applicable party, threatened against

or affecting the applicable party or any of its properties before or by any court, arbitrator, governmental or administrative agency or

regulatory authority (federal, state, county, local or foreign).

“Affiliate” means any Person

that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person,

as such terms are used in and construed under Rule 405 under the Securities Act.

“Black Scholes Value” means

the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined

as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate

corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated

Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day

volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such

calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of

any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning

on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable

Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(f),

(D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and

the Termination Date and (E) a zero cost of borrow.

“Bloomberg”

means Bloomberg L.P.

“Business Day” means any day

other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain

closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

are open for use by customers on such day.

“Closing Date” means the Trading

Day on which the closing of the purchase and sale of the securities pursuant to Securities Purchase Agreement.

“Common Stock Equivalents”

means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,

any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Stock, and any securities of the Company that when paired with one or

more other securities of the Company or another entity entitles the holder thereof to receive, Common Stock.

“Convertible Securities” means

any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for, or which otherwise

entitles the holder thereof to acquire, any shares of Common Stock and any securities of the Company that when paired with one or more

other securities of the Company or another entity entitles the holder thereof to receive, Common Stock.

“Exempt Issuance” means the

issuance of (a) any securities of the Company to employees, officers or directors, consultants, contractors, vendors or other agents of

the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board

of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered

to the Company, (b) securities upon the exercise or exchange of or conversion of any securities issued pursuant to the Securities Purchase

Agreement and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on

the Closing Date, provided that such securities have not been amended since the Closing Date to increase the number of such securities

or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or

combinations and automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such securities which are not

more favorable to the holder thereof than the anti-dilution and similar provisions set forth herein) or to extend the term of such securities,

(c) the Warrant Shares, and (d) securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved

by a majority of the directors of the Company, provided that (i) such securities are issued as “restricted securities” (as

defined in Rule 144) or are issued pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such issuance

shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or

an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in

addition to the investment of funds, but any such Exempt Issuance shall not include a transaction in which the Company is issuing securities

(i) primarily for the purpose of raising capital, including an at-the-market offering, or (ii) to an entity whose primary business is

investing in securities.

“Options” means any rights,

warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“Option Value” means the value

of an Option based on the Black-Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined as of

(A) the Trading Day prior to the public announcement of the issuance of the applicable Option, if the issuance of such Option is publicly

announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly

announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal

to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater

of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public

announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following

the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used

in such calculation shall be the highest weighted average price of the Common Stock during the period beginning on the Trading Day prior

to the execution of definitive documentation relating to the issuance of the applicable Option and ending on (A) the Trading Day immediately

following the public announcement of such issuance, if the issuance of such Option is publicly announced or (B) the Trading Day immediately

following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iv) a zero cost of borrow and

(v) a 360 day annualization factor, provided, however, in case any Option is issued in connection with the issue or sale of other

securities of the Company, together comprising one integrated transaction, in no event shall the Option Value exceed a fraction of the

aggregate consideration received (excluding the minimum aggregate amount of additional consideration (as set forth in the instruments

relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the

Company upon the exercise of such Options, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible

Securities and the conversion or exchange of such Convertible Securities) equal to (1) the number of shares of common stock underlying

such Option divided by (2) the total number of shares of Common Stock issued or issuable in the integrated transaction (including the

number of shares underlying such Option).

“Person” means an individual

or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock

company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action,

claim, suit, investigation or proceeding, whether commenced or threatened.

“Registration Rights Agreement”

means the Amended and Restated Registration Rights Agreement among the Company, the initial Holder of this Warrant and the other parties

thereto.

“Securities Purchase Agreement”

means the Securities Purchase Agreement dated the Initial Exercise Date, between the Company and the Holder, as amended, modified or supplemented

from time to time in accordance with its terms.

“Trading Day” means a day on

which the principal Trading Market is open for trading.

“Trading Market” means any

of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American,

the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors

to any of the foregoing).

“Transaction Documents” means

the Securities Purchase Agreement, this Warrant and the Registration Rights Agreement, and all exhibits and schedules thereto.

“Transfer Agent” means Continental

Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer agent of the Company.

“VWAP” means, for any date,

the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading

Market, the daily volume weighted average price of the Common Stock for the 20 Trading Day preceding such date (or the nearest preceding

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for the 20 Trading Days preceding such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,

(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported

in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the average of the highest

closing bid price per share and the lowest closing ask price per share of the Common Stock for the 20 Trading Days preceding such date,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

EXHIBIT A

NOTICE OF EXERCISE

To:

Attn:

Email:

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form

of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

[(4) Accredited Investor.

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.]

[SIGNATURE OF HOLDER]

Name of Investing Entity:___________________________________________________________________

Signature of Authorized Signatory of Investing Entity:________________________________________________

Name of Authorized Signatory:_________________________________________________________________

Title of Authorized Signatory:___________________________________________________________________

Date:__________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 29, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASER

EX-10.1

Filename: ea028818001ex10-1.htm · Sequence: 3

Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase

Agreement (this “Agreement”) is dated as of April 29, 2026, by and between Merlin, Inc., a Delaware corporation (the

“Company”), and Alyeska Master Fund, L.P. (including its successors and assigns, the “Purchaser”).

WHEREAS, the Company

and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by

Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities

Act”) and/or Rule 506 of Regulation D promulgated thereunder; and

WHEREAS, the Company

desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more

fully described in this Agreement.

NOW, THEREFORE, in

consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration the receipt and adequacy

of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions. In addition to

the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section 4.7.

“Action” shall have

the meaning ascribed to such term in Section 3.1(g).

“Affiliate” means

any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with

a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Anti-Bribery Law”

means the U.S. Foreign Corrupt Practices Act of 1977, as amended; the UK Bribery Act 2010, and any rules or regulations promulgated thereunder;

the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International

Business Transactions and related implementing legislation; and any other applicable Laws relating to bribery or corruption in any governing

jurisdiction.

“Approvals” means

all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders, or other consents from Governmental

Entities and/or third Persons.

“Board of Directors”

means the board of directors of the Company.

“BSA/PATRIOT Act”

shall have the meaning ascribed to such term in Section 3.2(l).

“Business Day” means

any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to

remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

are open for use by customers on such day.

“Closing” shall

have the meaning ascribed to such term in Section 2.1.

“Closing Date” means

the second (2nd) Trading Day after the date hereof or, if later, on which all of the Transaction

Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s

obligation to pay its Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been

satisfied or waived.

“Commission” or

“SEC” means the United States Securities and Exchange Commission.

“Common Stock” means

the common stock of the Company, par value $0.0001 per share.

“Common Stock Equivalents”

means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,

any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Stock.

“Common Warrants”

means, collectively, the Common Stock purchase warrants to purchase up to 4,000,000 shares of Common Stock, delivered to the Purchaser

at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term

of exercise equal to 5 years, in the form of Exhibit A attached hereto.

“Company Benefit Plans”

means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation

plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other

medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement,

commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit

plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by the

Company or any of its Subsidiaries for the benefit of any current or former employee or other individual service provider of the Company

or its Subsidiaries, or with respect to which the Company or its Subsidiaries has any liability, whether direct or indirect, whether actual

or contingent, whether formal or informal, and whether legally binding or not (other than a multiemployer plan within the meaning of Section

3(37) of ERISA or any plan or program that is sponsored solely by a Governmental Entity and to which the Company or any of its Subsidiaries

is required to contribute pursuant to applicable Law).

“Company Party”

means the Company and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the

Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons.

“Contingent Obligation”

means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease,

dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary

effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements

relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with

respect thereto.

“Contracts” means

all legally binding contracts, contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase

order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and

other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Disclosure Time”

means 6:00 a.m. (New York City time) on April 29 , 2026.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance”

means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or

option plan duly adopted for such purpose, by a majority of the non-employee directors of the Board of Directors or a majority of the

members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) any securities

in connection with the transactions pursuant to this Agreement and any securities upon the exercise or exchange of or conversion of any

securities issued hereunder, (c) any securities upon the exercise or exchange of securities exercisable or exchangeable for or convertible

into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended

since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion

price of such securities (other than in connection with stock splits or combinations or, for the avoidance of doubt, pursuant to the anti-dilution,

price adjustment or other similar terms of such securities as in effect on the date of this Agreement) or to extend the term of such securities,

(d) securities issued pursuant to transactions approved by a majority of the disinterested directors of the Company, provided that

such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require

or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.13 herein,

and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through

its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide

to the Company additional benefits in addition to the investment of funds, but shall not include an issuance to an entity whose primary

business is investing in securities, and (e) any securities to any Governmental Entity.

“GAAP” shall mean

generally accepted accounting principles in the United States of America.

“Generative AI”

means any type of AI/ML that can be used to create, produce or generate outputs (including text, images, video, audio, code or synthetic

data), including from or based on prompts or inputs.

“Government Bid”

means any quotation, bid or proposal by the Company that is outstanding and in effect as of the date hereof, which if accepted or awarded,

would lead to a prime contract with a Governmental Entity, or to a subcontract with a prime contractor or higher-tier subcontractor under

a prime contract with a Governmental Entity.

“Government Contract”

means any Contract, grant, basic ordering agreement, letter contract, or order between the Company, on the one hand, and (i) any Governmental

Entity, (ii) another Person under such other Person’s prime contract with a Governmental Entity, or (iii) any higher tier subcontractor

of a Governmental Entity in its capacity as a subcontractor, on the other hand, for which the period of performance has not expired or

terminated, or final payment has not been received, or which remain open to audit as of the date of this Agreement. Unless otherwise indicated,

a task, purchase or delivery order under a Government Contract will not constitute a separate Government Contract, for purposes of this

definition, but will be part of the Government Contract under which it was issued.

“Governmental Entity”

means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,

municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency,

branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or

entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature

or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international

organization or any of the foregoing.

“Indebtedness” of

any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the

deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP)

(other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment

obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds,

debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets

or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,

in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies

of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary

obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby,

is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder

of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including

accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become

liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of

the kinds referred to in clauses (A) through (G) above.

“International Trade Laws”

means (a) all U.S. import and export Laws (including those Laws administered by the U.S. Departments of Commerce (Bureau of Industry and

Security)) codified at 15 C.F.R., Parts 700-774; Homeland Security (Customs and Border Protection) codified at 19 C.F.R., Parts 1-192;

State (Directorate of Defense Trade Controls) codified at 22 C.F.R., Parts 103, 120-130; and the Treasury (Office of Foreign Assets Control)

codified at 31 C.F.R., Parts 500-598) and (b) all comparable applicable Laws outside the United States.

“Intellectual Property”

means any and all intellectual or proprietary property and all rights, title, and interest therein or thereto arising anywhere in the

world, including: (i) all United States and foreign patents and patent applications, patent disclosures and inventions, (whether patentable

or unpatentable and whether or not reduced to practice), including any continuations, divisions, continuations in part, renewals, divisionals,

extensions, reissues or foreign counterparts of any of the foregoing; (ii) all United States, international and foreign trade names, trade

dress, trademarks, service marks, logos or internet domain name registrations, social media usernames, handles, and similar identifiers,

including all goodwill associated therewith, together with all registrations and applications relating thereto (“Trademarks”);

(iii) all United States, international, and foreign copyrights (whether registered or unregistered), original works of authorship (including

Software and all rights therein), copyrightable works, together with all registrations and applications relating thereto (“Copyright”);

(iv) all proprietary databases and data; (v) all industrial designs and any registrations and applications therefor throughout the world;

(vi) Trade Secrets, (vii) Software and data, databases, compilations, and any other electronic data files, including any and all collections

of data, whether machine readable or otherwise; (viii) rights to sue or recover and retain damages and costs and attorneys’ fees

for the past, present or future infringement, dilution, misappropriation, or other violation of any of the foregoing anywhere in the world;

(ix) any and all other intellectual or industrial property rights protectable by applicable law in any jurisdiction; and (x) all issuances,

renewals, registrations and applications of or for any of the foregoing.

“IP Licenses” means

Intellectual Property licenses, sublicenses and other agreements or permissions.

“IT Assets” means

technology, devices, computers, hardware, Software (including firmware and middleware), systems, sites, servers, networks, workstations,

routers, hubs, circuits, switches, interfaces, websites, platforms, data communications lines, and all other information or operational

technology, telecommunications, or data processing assets, facilities, systems services, or equipment, and all data stored therein or

processed thereby, and all associated documentation.

“Law” means any

federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree,

proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or

has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority

of any Governmental Entity.

“Legal Proceeding”

means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,

stipulation, assessment or arbitration, or examination, or any request (including any request for information), inquiry, hearing, proceeding

or investigation, by or before any Governmental Entity.

“Liens” means a

lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and between the Company and all officers and

directors of the Company.

“Losses” means losses,

liabilities, obligations, claims, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable

attorneys’ fees and costs of investigation.

“Material Adverse Effect”

means any change, event, or occurrence (collectively, “Events”), that, individually or in the aggregate, has had a

material adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken

as a whole; provided, however, that no change or effect related to any of the following, alone or in combination,

shall be taken into account in determining whether a Material Adverse Effect has occurred: (i) any change generally affecting the economy,

financial markets or political, economic or regulatory conditions in the United States or any other geographic region in which the Company

or any of its Subsidiaries conducts business; (ii) general financial, credit or capital market conditions, including interest rates or

exchange rates, or any changes therein; (iii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural

disasters, weather conditions, global pandemics, epidemic or similar health emergency; (iv) national or international political or social

conditions (or changes in such conditions), whether or not pursuant to the declaration of a national emergency or war, or the occurrence

of any military or terrorist attack; (v) changes in Laws after the date of this Agreement; (vi) effects resulting from or relating to

the announcement or disclosure of the sale of the Securities or other transactions contemplated by this Agreement; (vii) effects caused

by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement; (viii)

in and of itself, any failure by the Company to meet any published or internally prepared estimates of revenues, expenses, earnings or

other economic performance for any period ending on or after the date of this Agreement; and (ix) any change in the market price or trading

volume of the Common Stock.

“Nasdaq” means The

Nasdaq Stock Market LLC.

“OFAC” shall have

the meaning ascribed to such term in Section 3.1(u)(iii).

“OFAC List” shall

have the meaning ascribed to such term in Section 3.2(l).

“Officer’s Certificate”

a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company to the effect that (i) the representations

and warranties of the Company in Section 3.1 hereof are true and correct in all material respects, except for those representation

and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, as of the Closing

Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier

date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except

for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects

as of such earlier date, (ii) all obligations, covenants and agreements to be performed or complied with by the Company at or prior to

the Closing have been performed or complied with by it, and (iii) all of the conditions set forth in Section 2.3(b) have been satisfied.

“Organizational Documents”

means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum

and articles of association or similar organizational documents, in each case, as amended.

“Owned Intellectual Property”

means any and all Intellectual Property which the Company owns (or purports to own), in whole or in part, and includes the Software and

all Registered IP.

“Patents” means

any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and

other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,

whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,

or refiled).

“Permitted Liens”

means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not yet due and payable or (ii)

being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto in accordance

with GAAP, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable

and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property

subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens

on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) Liens

arising under any Transaction Document or (f) non-exclusive licenses of Owned Intellectual Property granted in the ordinary course of

business.

“Person” means an

individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint

stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Personal Data”

shall have the meaning ascribed to such term in Section 3.1(kk).

“Personal Property”

means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible

personal property.

“Placement Agents”

means Cantor Fitzgerald & Co. and TD Securities (USA) LLC.

“Proceeding” means

an action, claim, suit, investigation or proceeding, whether commenced or threatened.

“Purchaser Party”

means the Purchaser and the Purchaser’s directors, officers, shareholders, members, partners, investment advisers, employees and

agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title

or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of

the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons.

“Registration Rights Agreement”

means the Registration Rights Agreement, by and among the Company, the Purchaser and the other parties thereto, in the form of Exhibit

B attached hereto.

“Registration Statement”

means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the

Shares and Warrant Shares by the Purchaser as provided for in the Registration Rights Agreement.

“Required Minimum”

means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant

to the Transaction Documents, including any Warrant Shares issuable upon exercise in full of all Common Warrants, ignoring any exercise

limits set forth therein.

“Rule 144” means

Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule.

“Rule 424” means

Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or

any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule.

“Sanctioned Jurisdiction”

shall have the meaning ascribed to such term in Section 3.1(u)(iii).

“Sanctions Laws”

means applicable trade, economic and financial sanctions Laws, regulations, embargoes, and restrictive measures administered or enforced

by (i) the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Assets Control, the

U.S. Department of State, and the U.S. Department of Commerce), (ii) the European Union and enforced by its member states, (iii) the United

Nations, (iv) His Majesty’s Treasury, or (v) any country in which the Company or any of its Subsidiaries or any agent acting on

behalf of the forgoing is performing activities.

“SDN List” shall

have the meaning ascribed to such term in Section 3.1(u)(iii).

“SEC Guidance” shall

have the meaning ascribed to such term in Section 3.1(o).

“SEC Reports” shall

have the meaning ascribed to such term in Section 3.1(o).

“Securities” means

the Shares, the Common Warrants and the Warrant Shares.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the

shares of Common Stock of the Company delivered to the Purchaser at the Closing in accordance with Section 2.2(a)(ii) hereof.

“Short Sales” shall

include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types

of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),

forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other

transactions through non-U.S. broker dealers or foreign regulated brokers.

“Software” means

any and all (i) computer software, firmware and computer programs and applications, including all source code, object code, middleware,

utilities, computer programs, application programming interfaces, algorithms, plugins, libraries, subroutines, tools, drivers, microcode,

scripts, batch files, instruction sets and macros, models, and methodologies, in each case of the foregoing whether in source code, executable

or object code form, documentation related thereto including user manuals, related to any of the foregoing and all software modules, tools

and databases; and (ii) deep learning, machine learning, and other artificial intelligence technologies (collectively, “AI/ML”).

“Standstill Termination Date”

shall mean the date that is six (6) months from the effectiveness of this Agreement.

“Subscription Amount”

shall mean, as to the Purchaser, the aggregate amount to be paid for the Shares and the Common Warrants purchased hereunder pursuant to

the terms of this Agreement as set forth across from the Purchaser’s name on Schedule A hereto in U.S. dollars and in immediately

available funds.

“Subsidiary” means,

with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority

of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the

other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority

of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person

or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a

majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority

of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general

partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include

any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Taxes” means all

direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem,

transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions

due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits,

alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges in the nature of a tax, together with any

interest and any penalties, additions to tax or additional amounts with respect thereto imposed by a Governmental Entity.

“Trading Day” means

a day on which the principal Trading Market is open for trading.

“Trading Market”

means the Nasdaq Global Market or whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market or the

Nasdaq Capital Market on which the Common Stock is listed or quoted for trading on the date in question.

“Transaction Documents”

means this Agreement, the Common Warrants, the Registration Rights Agreement, and all exhibits and schedules thereto.

“Transfer Agent”

means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer agent of the

Company.

“Warrant Shares”

means the shares of Common Stock issuable upon exercise of the Common Warrants.

ARTICLE

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell to the Purchaser, and

the Purchaser agrees to purchase the number of Shares, a Common Warrant for the number of Warrant Shares set forth opposite the Purchaser’s

name on Schedule A hereto as determined pursuant to Section 2.2(a), for an aggregate purchase price equal to the Subscription

Amount. Upon the satisfaction or waiver of the conditions set forth in Section 2.3, the closing of the purchase and sale of the

Shares and Common Warrants pursuant to this Agreement (the “Closing”) shall take place virtually by the electronic

exchange of documents. At or prior to the Closing, the Purchaser shall execute any related agreements or other documents required to

be executed hereunder, dated on or before the Closing Date.

2.2 Deliveries.

(a) On or prior to the Closing

Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) this Agreement

duly executed by the Company;

(ii) a certificate

evidencing (or reasonable evidence of issuance by book entry, as applicable, of) the Shares, registered in the name of the Purchaser;

(iii) the Common

Warrant registered in the name of the Purchaser;

(iv) the Officer’s

Certificate;

(v) the Registration

Rights Agreement duly executed by the Company;

(vi) a Certificate,

executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors

of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Securities,

certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and

authority of persons signing the Transaction Documents and related documents on behalf of the Company;

(vii) an opinion

letter from Latham & Watkins LLP, the Company’s counsel, dated as of the Closing Date, addressed to the Purchaser, in customary

form and substance that is reasonably acceptable to the Purchaser and the Placement Agents, addressing such legal matters as the Company,

the Purchaser and the Placement Agents reasonably agree, which letter shall include a statement acknowledging that the Placement Agents

may rely on such letter and the opinions set forth therein in their capacity as placement agents for the transactions contemplated by

this Agreement and solely for the purposes of them acting in such capacity, subject to the assumptions, qualifications and limitations

set forth therein, as if such letter were addressed to the Placement Agents;

(viii) the Lock-Up

Agreements; and

(ix) the Company’s

wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer, which shall be provided

at least one (1) Business Day prior to the Closing Date.

(b) On or prior to the Closing

Date, the Purchaser shall deliver or cause to be delivered to the Company, the following:

(i) this Agreement

duly executed by the Purchaser;

(ii) the Purchaser’s counter-signature to

the Common Warrant;

(iii) the Registration Rights Agreement duly executed

by the Purchaser; and

(iv) the Purchaser’s

Subscription Amount.

2.3 Closing Conditions.

(a) The obligation of the

Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Company of the additional conditions

that, on the Closing Date:

(i) the representations

and warranties of the Purchaser contained herein shall be true and correct as of the Closing Date as if made as of the Closing Date (unless

such representation or warranty was made as of a specific date, in which case such representation and warranty shall be true and correct

as of such date);

(ii) all obligations,

covenants and agreements to be performed or complied with by the Purchaser on or prior to the Closing shall have been performed or complied

with by it in all material respects; and

(iii) the Purchaser

shall have delivered the items set forth in Section 2.2(b) of this Agreement.

(b) The obligations of the

Purchaser to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Purchaser of the additional

conditions that, on the Closing Date:

(i) the representations

and warranties of the Company contained herein shall be true and correct in all material respects, except for those representation and

warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, as of the date of this

Agreement and as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty

expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects

as of such earlier date, except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall

be true and correct in all respects as of such earlier date;

(ii) all obligations,

covenants and agreements to be performed or complied with by the Company on or prior to the Closing shall have been performed or complied

with by it in all material respects;

(iii) the Company

shall have filed with Nasdaq a Listing of Additional Shares notice form for the listing of the Shares and Warrant Shares and shall not

have received any objection to such notice from Nasdaq;

(iv) no stop order

or suspension of trading imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the

Common Stock;

(v) the delivery

by the Company of the items set forth in Section 2.2(a) of this Agreement;

(vi) no Material

Adverse Effect shall have occurred since the date hereof;

(vii) from the

date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Trading Market, and,

at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or

limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading

Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities; and

(viii) no governmental

authority shall have issued any order, decree or ruling, and no law shall be in effect, enjoining, restraining or otherwise prohibiting

any of the transactions contemplated hereby.

ARTICLE

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby represents and warrants to the Purchaser

that the following representations and warranties are true and complete as of the date hereof and as of the Closing Date (other than representations

and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date):

(a) The Company (i) is validly

existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the requisite power and authority to own,

lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its obligations

under this Agreement and the other Transaction Documents, and (iii) is duly licensed or qualified to conduct its business and, if applicable,

is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business

or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii),

where the failure to be in good standing would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary of the Company

is (i) a corporation, limited liability company or other entity validly existing and in good standing under the laws of the jurisdiction

of its incorporation, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as

it is now being conducted, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under

the laws of each jurisdiction (other than its jurisdiction of incorporation or formation) in which the conduct of its business or the

ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where

the failure to be in good standing would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of

its Subsidiaries is in violation of any provision of its Organizational Documents in any material respect.

(b) The execution and delivery

of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated

hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the

Company, its Board of Directors, or its stockholders in connection herewith or therewith. This Agreement and each other Transaction Document

to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when duly executed by the

other parties thereto and delivered in accordance with the terms hereof and thereof, will constitute the valid and legally binding obligation

of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by

applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement

of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and

the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from

which such relief may be sought (collectively, the “Enforceability Exceptions”).

of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the execution, delivery and

performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance of the Securities

and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate

any material provision of the Company’s Organizational Documents, or (ii) conflict with, or constitute a default (or an event that

with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets

of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property

or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation,

order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is

subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary

is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not reasonably be expected to have a Material

Adverse Effect.

(d) Assuming the accuracy

of the representations and warranties of the Purchaser set forth in Section 3.2 of this Agreement, the Company is not required

to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other

federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution,

delivery and performance of this Agreement or the other Transaction Documents (including, without limitation, the issuance of the Securities),

other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement pursuant to the Registration

Rights Agreement, (iii) filings required by the Commission, (iv) filings required by the Stock Exchange, and (v) those filings, the failure

of which to obtain would not have a Material Adverse Effect.

(e) As of the Closing Date,

the Securities will be duly authorized and, when issued, paid for and delivered in accordance with this Agreement and the applicable Transaction

Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, except

for restrictions on transfer imposed by the Transaction Documents, the Company’s Organizational Documents or applicable securities

laws. The Warrant Shares have been duly and validly authorized and reserved for issuance and, upon exercise of the Common Warrants in

accordance with their terms, including the payment of any exercise price therefor, will be validly issued, fully paid and nonassessable

and will be free and clear of all Liens imposed by the Company, except for restrictions on transfer set forth in the Transaction Documents

or imposed by applicable securities laws.

(f) Since the date of the

latest audited financial statements included within the SEC Reports, (i) there has been no event, occurrence or development that has had

a Material Adverse Effect and (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade

payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not required

to be reflected in the Company’s financial statements pursuant to GAAP, (C) liabilities and expenses incurred in connection with

the consummation of the transactions contemplated by the Business Combination Agreement, dated as of August 13, 2025 (as amended, restated,

amended and restated, supplemented or otherwise modified, the “Business Combination Agreement”), by and among the Company

and the other parties named therein, and (D) liabilities incurred in the ordinary course of business since December 31, 2025 that (individually

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

(g) Except as set forth in

the SEC Reports, there is no Proceeding pending or, to the knowledge of the Company, threatened in writing against the Company or any

of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county,

local or foreign) (collectively, an “Action”) which (i) materially adversely affects or challenges the legality, validity

or enforceability of any of the Transaction Documents or the Securities or (ii) would, if there were an unfavorable decision, reasonably

be expected to have a Material Adverse Effect. The Company is not subject to any pending Action involving a claim of violation of or liability

under federal or state securities laws or a claim of breach of fiduciary duty that would reasonably be expected to have a Material Adverse

Effect. To the knowledge of the Company, there is not pending any investigation by the Commission involving the Company or any current

director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration

statement filed by the Company under the Exchange Act or the Securities Act.

(h) Assuming the accuracy

of the Purchaser’s representations and warranties set forth in Section 3.2 of this Agreement, no registration under the Securities

Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Securities by the Company to the Purchaser.

(i) Neither the Company nor

any person acting on its behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with any offer or sale of the Securities. The Securities are not being offered in a manner involving a public offering

under, or in a distribution in violation of, the Securities Act or any state securities laws. Neither the Company nor any person acting

on the Company’s behalf has, directly or indirectly, at any time within the past six (6) months, made any offer or sale of any security

or solicitation of any offer to buy any security under circumstances that would cause the offering of the Securities pursuant to this

Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval

provisions. Neither the Company nor any person acting on the Company’s behalf has offered or sold any securities, or has taken any

other action, which would reasonably be expected to subject the offer, issuance or sale of the Securities, as contemplated hereby, to

the registration provisions of the Securities Act.

(j) To the knowledge of the

Company, no labor disturbance or dispute exists or is imminent with respect to any of the employees of the Company, which would cause

a Material Adverse Effect.

(k) The operations of the

Company and its Subsidiaries are conducted in material compliance with applicable financial record-keeping and reporting requirements

of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules

and regulations thereunder (collectively, the “Money Laundering Laws”), and no material Action or Proceeding by or

before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the

Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(l) Except as would not reasonably

be expected to cause a Material Adverse Effect, the Company is in all material respects in compliance with applicable provisions of the

Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder.

(m) As of the Closing Date,

the Common Stock will be eligible for clearing through The Depository Trust Company (“DTC”), through its Deposit/Withdrawal

At Custodian (“DWAC”) system, and the Company is eligible and participating in the Direct Registration System (“DRS”)

of DTC with respect to the Common Stock. The Company’s Transfer Agent is a participant in DTC’s Fast Automated Securities

Transfer Program.

(n) The Company is solely

responsible for the payment of any fees, costs, expenses and commissions of the Placement Agents.

(o) As of their respective

filing dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all reports,

schedules, forms, statements, registration statements, prospectuses and other documents required to be filed by the Company under the

Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof

(or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the

exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”)

complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations

of the Commission promulgated thereunder, and none of the SEC Reports, when filed, or, if amended, as of the date of such amendment, which

shall be deemed to supersede such original filing, 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. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received

by the Company from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports. The financial

statements included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing, or, if amended, as of the date of such amendment, which shall

be deemed to supersede such original filing, and fairly present in all material respects the financial position of the Company, Inflection

Point Acquisition Corp. IV or Merlin Labs, Inc. (as applicable) as of and for the dates thereof and the results of operations and cash

flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. Notwithstanding

the foregoing, this representation and warranty shall not apply to any statement or information in the SEC Reports that relates or arises

from any statement or information in the SEC Reports that relates to changes to historical accounting policies of the Company in connection

with any order, directive, guideline, comment or recommendation from the Commission or the Company’s auditor or accountant that

is applicable to the Company (collectively, the “SEC Guidance”), nor shall any correction, amendment, revision or restatement

of the Company’s financial statements due wholly or in part to the SEC Guidance or any other accounting matters, nor any other effects

that relate to or arise out of, or are in connection with or in response to, any of the foregoing or any changes in accounting or disclosure

related thereto, be deemed to be a breach of any representation or warranty by the Company or material noncompliance for purposes of this

Agreement or the other Transaction Documents. Notwithstanding anything to the contrary in this section, Purchaser acknowledges and agrees

any representation or warranty made with regard to SEC Reports of Inflection Point Acquisition Corp. IV (or its predecessors) are qualified

by the Company’s knowledge.

(p) As of the date hereof,

the Company is authorized to issue up to 850,000,000 shares, consisting of (i) 800,000,000 shares of Common Stock and (ii) 50,000,000

shares of preferred stock, par value, $0.0001 per share (the “Preferred Stock”), of which 26,000,000 shares of Preferred

Stock have been designated as 12.0% Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”). As

of the date hereof and prior to giving effect to the issuances contemplated under this Agreement and the other Transaction Documents,

(i) 85,105,815 shares of Common Stock, (ii) 21,275,652 shares of Series A Preferred Stock and (iii) warrants to purchase an aggregate

of 24,248,102 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment,

are issued and outstanding. As of the date hereof, the Company has reserved 14,943,232 shares of Common Stock for issuance pursuant to

the Merlin, Inc. 2026 Incentive Award Plan and 2,241,484 shares of Common Stock for issuance pursuant to the Merlin, Inc. 2026 Employee

Stock Purchase Plan. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate

in the transactions contemplated by the Transaction Documents that has not been waived. Except as disclosed in the SEC Reports, there

are no outstanding options, warrants or other rights to subscribe to, calls or commitments of any character whatsoever relating to, or

securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for

or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become

bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as disclosed in the SEC Reports, the issuance and

sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person. Except as disclosed

in the SEC Reports, there are no outstanding securities or instruments of the Company with any provision that adjusts the exercise, conversion,

exchange or reset price of such security or instrument upon an issuance of securities by the Company. Except as disclosed in the SEC Reports,

there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no

contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company.

(q) The Company is in material

compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s knowledge,

threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice

of the delisting of the Common Stock from Nasdaq.

(r) To the knowledge of the

Company, the Company is not, and immediately after receipt of payment for the Securities, will not be, an “investment company”

within the meaning of the Investment Company Act of 1940, as amended.

(s) The Company and its Subsidiaries

(i) are in compliance in all material respects with any and all applicable federal, state, local and foreign laws, rules, regulations,

decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,

pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance in all material

respects with all material permits, licenses or other Approvals required of them under applicable Environmental Laws to conduct their

respective businesses as described in the SEC Reports; and (iii) have not received notice of any actual or potential liability for the

investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except,

in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses,

other Approvals or liability as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(t) The Company and the Subsidiaries

possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities

necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could

not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and, to the Company’s

knowledge, neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of

any Material Permit.

(u) With respect to the Company’s

business practices:

(i) Neither the Company nor

any of its Subsidiaries, nor any of their respective officers or directors, nor, to the knowledge of the Company, any of their respective

representatives acting on their behalf, has since April 29, 2019, directly or indirectly, offered, given, paid, promised to give or pay,

or authorized the giving or payment of anything of value to (i) an official or employee of a foreign or domestic Governmental Entity;

(ii) a foreign or domestic political party or an official of a foreign or domestic political party; (iii) a candidate for foreign or domestic

political office; or (iv) any Person, in any such case under circumstances where the Company, any of its Subsidiaries or representative

thereof knew, or would have reasonably known after due and proper inquiry, that all or a portion of such thing of value would be offered,

given, paid, or promised to an official or employee of a foreign or domestic Governmental Entity, a foreign or domestic political party,

an official of a foreign or domestic political party, or a candidate for foreign or domestic political office for the purpose of influencing

any act or decision of such official, employee, or candidate to obtain or retain business or direct business to any person (in each case

in violation of any Anti-Bribery Laws). Neither the Company nor any of its Subsidiaries, nor any of their respective officers and directors,

nor, to the knowledge of the Company, any of their respective representatives acting on their behalf, has, since April 29, 2019, directly

or indirectly offered, given, paid, promised to give or pay, or authorized the giving or payment of anything of value to any customer,

supplier, or other Person who is or may be in a position to assist or hinder the Company or any of its Subsidiaries in connection with

any actual or proposed transaction for the purpose of influencing any act or decision of such customer, supplier, or other Person to obtain

or retain business or direct business to any person (in each case in violation of applicable Law). To the knowledge of the Company, neither

the Company nor any of its Subsidiaries, nor any of their respective officers and directors, nor, any of their respective representatives

acting on their behalf, has, since April 29, 2019, been subject to or conducted or initiated any internal investigation or made a voluntary,

directed, or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission relating to any noncompliance

with any Anti-Bribery Laws. Neither the Company nor any of its Subsidiaries, nor any of their respective officers and directors, nor,

to the knowledge of the Company, any representatives acting on their behalf has, since April 29, 2019, received any written notice, request,

or citation from any Governmental Entity for any actual or potential noncompliance with any Anti-Bribery Laws.

(ii) The operations of each

of the Company and its Subsidiaries are and have been, since April 29, 2019, conducted at all times in material compliance with any International

Trade Laws and Sanctions Laws of any jurisdiction in which the Company or any of its Subsidiaries operates, and no material Legal Proceeding

between the Company or any of its Subsidiaries and any Governmental Entity with respect to any of the foregoing is pending or, to the

knowledge of the Company, threatened in writing.

(iii) Neither the Company

nor any of its Subsidiaries nor any of their respective directors or officers, or, to the knowledge of the Company, any other Representative

acting on behalf of the Company or any of its Subsidiaries is or has been: (i) identified on any applicable sanctions-related list of

designated or blocked persons (including without limitation the Specially Designated Nationals and Blocked Persons List (“SDN

List”) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”));

(ii) located, organized, or resident in any country, region or territory that is the subject of comprehensive territorial sanctions administered

by the United States and any other jurisdiction in which the Company or any of its Subsidiaries operates (as of the date of this Agreement,

Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions

of Ukraine) (each a “Sanctioned Jurisdiction”); or (iii) owned, directly or indirectly, individually or in the aggregate,

50 percent or more or otherwise controlled by any of the foregoing.

(iv) The Company and its

Subsidiaries have, since April 29, 2019, maintained in place and implemented risk-based controls and systems designed to promote compliance

with economic sanctions administered and maintained by the U.S. government.

(v) Neither the Company nor

any of its Subsidiaries has, since April 29, 2019, directly or indirectly, used any funds, or loaned, contributed or otherwise made available

such funds to any joint venture partner or other Person, in connection with any sales or operations in a Sanctioned Jurisdiction or for

the purpose of financing the activities (i) of any Person currently identified on any applicable sanctions-related list of designated

or blocked persons maintained by OFAC, or (ii) in any other manner that would constitute a violation of any applicable U.S. sanctions

administered by the U.S. government.

(v) With respect to the Company’s

Intellectual Property:

(i) Except as set forth in

the SEC Reports, each item of material U.S. and foreign registered or issued Intellectual Property and applications owned by the Company

where the Company is the owner, applicant or assignee (“Registered IP”) is valid, subsisting and enforceable. The Company

owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the right to use, sell, license,

transfer or assign, all material Intellectual Property currently used, licensed or held for use by the Company, and previously used or

licensed by the Company. No item of Registered IP that consists of a pending Patent application fails to identify all pertinent inventors,

and for each Patent and Patent application in the Registered IP, the Company has obtained valid assignments of inventions from each inventor.

Except as set forth in the SEC Reports, all Registered IP and other material Owned Intellectual Property are owned exclusively by the

Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such

Registered IP and other Owned Intellectual Property, and the Company has recorded assignments of all Registered IP.

(ii) The Company has a valid

and enforceable written license or other valid right to use all other material Intellectual Property, including Intellectual Property

that is the subject of the IP Licenses. The IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary

to operate the Company as presently conducted. The Company has performed all material obligations imposed on it in the IP Licenses, has

made all payments required to date, and the Company is not, nor, to the knowledge of the Company, is any other party thereto, in material

breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a material default

thereunder. The continued use by the Company of the Intellectual Property that is the subject of the IP Licenses in the same manner that

it is currently being used is not restricted in any material respect by any applicable license of the Company. To the knowledge of the

Company, all registrations for Intellectual Property that are owned by or exclusively licensed to the Company are valid, in force and

in good standing with all required fees and maintenance fees having been paid with no Legal Proceedings pending, and all applications

to register any Intellectual Property are pending and in good standing, all without challenge of any kind. The Company is not party to

any Contract that requires the Company to assign to any Person any or all of its rights in any Intellectual Property developed by the

Company under such Contract.

(iii) The Company has performed

all material obligations imposed on it in each material license, sublicense and other agreement under which the Company is the licensor

(each, an “Outbound IP License”), and the Company is not, nor, to the Company’s knowledge, is any other party

thereto, in material breach or default thereunder, nor, to the Knowledge of the Company, has any event occurred that with notice or lapse

of time or both would constitute a material default thereunder.

(iv) No material Legal Proceeding

is pending or, to the Company’s knowledge, threatened against the Company that challenges the validity, enforceability, ownership,

or right to use, sell, license or sublicense, or that otherwise relates to, any Intellectual Property, nor, to the knowledge of the Company,

is there any reasonable basis for any such Legal Proceeding. The Company has not received any written or, to the knowledge of the Company,

oral notice or claim asserting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property

of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of the Company, nor

to the knowledge of the Company is there a reasonable basis therefor. There are no Orders to which the Company is a party or its otherwise

bound that (i) restrict the rights of the Company to use, transfer, license or enforce any Intellectual Property owned by the Company,

(ii) restrict the conduct of the business of the Company in order to accommodate a third Person’s Intellectual Property, or (iii)

other than the Outbound IP Licenses, grant any third Person any right with respect to any material Intellectual Property owned by the

Company. To the knowledge of the Company, the Company is not currently infringing, or has not, in the past, six (6) years, infringed,

misappropriated or violated any Intellectual Property of any other Person in any material respect in connection with the ownership, use

or license of any Owned Intellectual Property or otherwise in connection with the conduct of the business of the Company. To the Company’s

knowledge, no third party is currently, or in the past six (6) years has been, infringing upon, misappropriating or otherwise violating

any of the Company’s Intellectual Property.

(v) No current or former

officers, employees or independent contractors of the Company has any ownership interest in any Owned Intellectual Property and no Person

has claimed or asserted in writing any ownership interest or other rights in or to any Owned Intellectual Property. To the Company’s

knowledge, there has been no violation of the Company’s policies or practices related to protection of the Company’s Intellectual

Property or any confidentiality or nondisclosure contract relating to the Intellectual Property owned by the Company. To the Company’s

knowledge, none of the employees of the Company is obligated under any Contract, or subject to any Order, that would materially interfere

with the use of such employee’s reasonable efforts to promote the interests of the Company, or that would materially conflict with

the business of the Company as presently conducted or contemplated to be conducted. The Company has taken commercially reasonable efforts

and security measures designed to maintain the security of all material Owned Intellectual Property, including measures designed to protect

the secrecy and confidentiality of the material Intellectual Property. All Persons who have participated in or contributed to the creation

or development of any material Owned Intellectual Property have executed written agreements pursuant to which all of such Person’s

right, title and interest in and to any such Owned Intellectual Property has been irrevocably assigned (by a present tense assignment)

to the Company (or all such right, title, and interest has vested in the Company by operation of Law).

(vi) The Company is in all

material respects in compliance with all licenses governing any open source Software that is incorporated (either directly by the Company,

or indirectly, by the incorporation of third party Software that itself incorporates open source Software) into, used, intermingled, or

bundled with any material Owned Intellectual Property. No open source Software is or has been included, incorporated or embedded in, linked

to, combined, made available or distributed with, or used in the development, operation, delivery or provision of any material Software

in a manner that requires the Company to: (i) disclose, distribute, license or otherwise make available to any Person (including the open

source community) any source code to such Software; (ii) license any such Software or other material Owned Intellectual Property for making

modifications or derivative works; (iii) disclose, distribute, license or otherwise make available to any Person any such Software or

other material Owned Intellectual Property for no or nominal charge; or (iv) grant a license to, or refrain from asserting or enforcing

any of, its Patents (each of (i) – (iv), a “Copyleft Action”). No Person other than the Company possesses, or

has an actual or contingent right to access or possess, a copy in any form of any source code for any Software and all such source code

is in the Company’s sole possession and has been maintained as strictly confidential.

(vii) Except as set forth

in the SEC Reports, no government funding, nor any facilities of a university, college, other educational institution, or similar institution,

or research center, was used by the Company in the development of any material Owned Intellectual Property. No Governmental Entity has

any (i) ownership interest or exclusive license in or to any material Owned Intellectual Property, (ii) “unlimited rights”

(as defined in 48 C.F.R. § 52.227-14 and in 48 C.F.R. § 252.227-7013(a)) in or to any of the material Software, or (iii) “march

in rights” (pursuant to 35 U.S.C. § 203) in or to any Patents constituting material Owned Intellectual Property.

(viii) To the knowledge of

the Company, no Person has obtained unauthorized access to information and data (including personally identifiable information) in the

possession of the Company or in their control, or otherwise held or processed on their behalf, nor has there been any loss, damage, disclosure,

use, breach of security, or other material compromise of the security, confidentiality or integrity of such information or data. The Company

has not experienced any material information security incident that has compromised the integrity or availability of the information technology,

operational technology, or software applications the Company owns, operates, or outsources, or the information or data thereon. No material

written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data or relating

to any information security-related incident has been received by the Company nor has the Company been required by applicable law, regulation,

or contract to notify in writing, any person or entity of any personal data or information security-related incident. The Company has

complied in all material respects with all applicable Laws, contract requirements and policies relating to privacy, personal data protection,

cybersecurity and the collection, processing and use of personal information. Except in each case as set forth in the SEC Reports, the

Company has implemented appropriate policies and commercially reasonable security (a) regarding the collection, use, disclosure, retention,

processing, transfer, confidentiality, integrity, and availability of data (including personally identifiable information) and business

proprietary or sensitive information, in its possession or control, or held or processed on its behalf, and (b) regarding the integrity

and availability of material information technology, operational technology, and software applications the Company owns, operates, or

outsources. To the knowledge of the Company, the IT Assets do not contain any material malware, viruses, malicious code, “worms,”

“Trojan horses,” “back doors,” or other vulnerabilities, or unauthorized tools or scripts that could reasonably

be expected to adversely impact the confidentiality, integrity and availability of the information technology and operational technology

systems, and software applications. The IT Assets operate and perform in all material respects as required by the Company for the operation

of its business as currently conducted, except in each case as would not, individually or in the aggregate, reasonably be expected to

have a material impact on the Company.

(ix) The Company (i) maintains

a technical description of any neural networks used in or with any proprietary AI/ML that is sufficiently detailed to allow for internal

development, maintenance and improvement of such neural networks in the ordinary course of business; (ii) retains logs, records, and documentation

sufficient to support analysis and explanation of system outputs and decisions, consistent with applicable regulatory requirements, which

can readily be provided to regulators upon request; (iii) has, to the Company’s knowledge, materially complied with all applicable

legal requirements and industry standards applicable to any proprietary AI/ML (including the ethical or responsible use thereof); (iv)

has not received (and are not subject to or otherwise not aware of) any (A) complaint, claim, proceeding or litigation alleging that training

data used in the development, training, improvement or testing of any proprietary AI/ML Software was falsified, biased, untrustworthy

or manipulated in an unethical or unscientific way; (B) report, finding or impact assessment of any internal or external auditor, technology

review committee, independent technology consultant, whistle-blower, transparency or privacy advocate, labor union, journalist or academic

that makes any such allegation in (A); or (C) request from regulators or legislators concerning any proprietary AI/ML; (v) has not (1)

materially relied upon any AI/ML (including Generative AI) to generate, create, or develop any Owned Intellectual Property, other than

limited use of AI-assisted development tools in the ordinary course of business; (2) included any Owned Intellectual Property in any prompts

or inputs into any AI/ML (including Generative AI) in any material respect; or (3) used any AI/ML (nor sold or offered for sale or distribution

any AI product) either (x) for any “Prohibited Artificial Intelligence Practices” (as described in Article 5 of the European

Union’s Artificial Intelligence Act); or (y) in any manner that would not otherwise be in compliance with applicable safety and

regulatory frameworks. The Company has not used any “scrapers,” “spiders,” “bots” or other automated

Software programs or processes to extract or collect information, data, or content from any social media network or any other third party

online source. The Company has complied in all material respects with all license terms applicable to, and obtained all necessary rights

and paid all necessary payment required for, such third-party data used to train, teach, or improve any AI/ML that is material to the

development of any material Owned Intellectual Property or the ongoing operation or improvement of any material Owned Intellectual Property.

(x) The consummation of any

of the transactions contemplated by the Transaction Documents will not result in the material breach, material modification, cancellation,

termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (i) any Contract providing

for the license or other use of material Intellectual Property owned by the Company, or (ii) any IP License.

(w) The Company and each

of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and each of its Subsidiaries

reasonably believe are adequate for the conduct of their properties and as is customary for companies engaged in similar businesses in

similar industries. The Company does not have any reason to believe that it will not be able to renew its existing insurance coverage

as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business (without

an increase in cost of such insurance coverage that would cause a Material Adverse Effect).

(x) With respect to the Company’s

real property:

(i) The Company and its Subsidiaries

do not own any real property.

(ii) To the knowledge of

the Company and its Subsidiaries, all premises currently leased or subleased or otherwise used or occupied by the Company and its Subsidiaries

for the operation of their businesses, and of all current leases, lease guarantees, agreements and documents related thereto, including

all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”)

are valid, binding and enforceable in accordance with their terms and are in full force and effect, subject, in each case, to the Enforceability

Exceptions. Neither the Company nor its Subsidiaries are in breach of or default under any Company Real Property Lease, and, to the knowledge

of the Company and its Subsidiaries, no event has occurred and no circumstance exists which, if not remedied, and whether with or without

notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually

or in the aggregate, reasonably be expected to be material to the Company, taken as a whole. The Company and its Subsidiaries have not

exercised, nor has the Company and its Subsidiaries received written notice of any other parties exercise of, any termination rights with

respect to any Company Real Property Lease.

(y) Except as set forth in

the SEC Reports, the Company and its Subsidiaries own and have good and marketable title to, or a valid leasehold interest in or right

to use, their respective material tangible and intangible assets and Personal Property, free and clear of all Liens other than: (i) Permitted

Liens; and (ii) the rights of lessors under any leases. The material tangible and intangible assets and Personal Property of the Company

and its Subsidiaries: (A) constitute all of the assets, rights and properties that are necessary for the operation of their businesses

as currently conducted, and taken together, are adequate and sufficient for the operation of their businesses as currently conducted;

and (B) have been maintained in accordance with generally accepted industry practice, are in good working order and condition, except

for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of

the Company, taken as a whole.

(z) With respect to the Company’s

customers and suppliers:

(i) To the knowledge of the

Company, as of the date hereof, none of the three (3) largest customers of the Company by aggregate dollar value of the Company’s

business’ transaction volume with such counterparty, as applicable, for each of (i) the twelve (12) months ended on December 31,

2025 and (ii) the twelve (12) months ended on December 31, 2024, taken as a whole (the “Top Customers”) has provided

written notice to the Company (i) of its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Company,

taken as a whole, or (ii) that the Company is in material breach of the terms of any Contract to which it is a party with such Top Customer.

(ii) To the knowledge of

the Company, as of the date hereof, none of the ten (10) largest suppliers or manufacturers of goods or services to the Company, for each

of (i) the twelve (12) months ended on December 31, 2025 and (ii) the twelve (12) months ended on December 31, 2024, taken as a whole

(the “Top Suppliers”) has provided written notice to the Company (i) of its intention to cancel or otherwise terminate,

or materially reduce, its relationship with the Company, taken as a whole, or (ii) that the Company is in material breach of the terms

of any Contract to which it is a party with such Top Supplier.

(iii) Except as set forth

in the SEC Reports, none of the Top Customers or Top Suppliers has, as of the date of this Agreement, notified the Company in writing

that it is in a material dispute with the Company or its Subsidiaries.

(aa) With respect to Company

Material Contracts (as defined below):

(i) True, correct, complete

copies of each Contract described in this Section 3.1(aa)(i) to which, as of the date of this Agreement, the Company is a party or by

which the Company, or any of its properties or assets, are bound or affected (each such contract, a “Company Material Contract”),

including amendments thereto, have been delivered or made available to the Purchaser or have otherwise been disclosed or summarized in

the SEC Reports. The Company Material Contracts include:

(A) Each Contract that contains

covenants that limit the ability of the Company (or purports to bind any Affiliate thereof) (1) to compete in any line of business or

with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person in any material respect,

including any non-competition covenants, customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored

pricing clauses, or (2) to purchase or acquire an interest in any other Person;

(B) Each joint venture Contract,

profit-sharing agreement, partnership, limited liability company agreement with a third party or other similar agreement or arrangement

relating to the formation, creation, operation, management or control of any partnership or joint venture;

any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative

financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,

whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(D) All Contracts that involve

the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $500,000

(other than in the ordinary course of business consistent with past practice) or shares or other equity interests of the Company or another

Person;

(E) Each Contract for the

acquisition of any Person or any business division thereof or the disposition of any material assets of the Company (other than in the

ordinary course of business), in each case, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts

for the purchase or sale of inventory or supplies entered into in the ordinary course of business), occurring in the last three (3) years

and/or relating to the pending or future acquisitions or dispositions, in each case, involving aggregate payments in excess of $500,000;

(F) Each obligation to make

payments in excess of $1,000,000, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other

Persons;

(G) Each lease, rental agreement,

installment and conditional sale agreement, or other Contract that, in each case, involves aggregate annual payments in excess of $500,000

for agreements related to real property and $500,000 individually for agreements related to personal property;

(H) Each Contract that by

its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Company under such Contract or

Contracts of at least $1,000,000 per year or $5,000,000 in the aggregate;

(I) All Contracts with any

Top Customer or Top Supplier (other than purchase orders, invoices, statements of work and non-disclosure or similar agreements entered

into in the ordinary course of business consistent with past practice that do not contain any material terms relating to the Contract

underlying the applicable Top Customer or Top Supplier relationship);

(J) Each collective bargaining

(or similar) agreement or Contract between the Company on one hand, and any labor union or other body representing employees of the Company

on the other hand;

(K) All Contracts that obligate

the Company to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $1,000,000;

(L) Any Contract that is between

the Company and any directors, officers or employees of the Company that provide for change in control, retention or similar payments

or benefits contingent upon, accelerated by or triggered by the transactions contemplated by the Transaction Documents;

(M) Any Contract that obligates

the Company to make any capital commitment or expenditure in excess of $1,000,000 (including pursuant to any joint venture);

(N) All Contracts that relate

to a material settlement entered into within three (3) years prior to the date of this Agreement or under which the Company has outstanding

obligations (other than customary confidentiality obligations) in excess of $1,000,000;

(O) Any Contract which (A)

contains any assignment or license of, or any covenant not to assert or enforce, any Owned Intellectual Property material to the business

of the Company; (B) pursuant to which any Owned Intellectual Property material to the business of the Company is or was developed by,

with or for the Company; or (C) pursuant to which the Company either (1) grants to a third Person (I) a license, immunity, or other right

in or to any Owned Intellectual Property material to the business of the Company or (II) an exclusive license, immunity, or other right

in or to any Owned Intellectual Property; or (2) is granted by a third Person a license, immunity, or other right in or to any Intellectual

Property or IT Assets material to the business of the Company, provided, however, that the following will constitute Company Material

Contracts if they otherwise qualify: (w) non-exclusive licenses of Owned Intellectual Property granted to suppliers, customers or end

users in the ordinary course of business; (x) licenses of open source Software; (y) Off-the-Shelf Software; and (z) invention assignment

and confidentiality agreements with employees and contractors on standard forms made available to Purchaser and without any material deviations

or exceptions;

(P) All Contracts involving

transactions with an Affiliate of the Company (other than employment agreements, employee confidentiality and invention assignment agreements,

equity or incentive equity documents and Organizational Documents);

(Q) Any Contract that is a

settlement, conciliation, or similar agreement with any Governmental Entity;

All Contracts with any Governmental Entity to

which the Company is a party that have been disclosed in the SEC Reports, including any Government Contracts and Government Bids; and

(R) that will be required

to be filed with the Registration Statement under applicable SEC requirements.

(ii) Except for any Company

Material Contract that is terminated or expires following the date hereof in accordance with its terms, each Company Material Contract

is valid, binding and enforceable in all respects against the Company and, to the knowledge of the Company, each other party thereto,

and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). Except as

would not reasonably be expected to be material to the Company, taken as a whole, except for any Company Material Contract that is terminated

or expires following the date hereof in accordance with its terms and except as set forth in the SEC Reports, with respect to each Company

Material Contract: (1) the Company is not in material breach of or default under, and no event has occurred that with the passage of time

or giving of notice or both would constitute a material breach of or default under by the Company, or permit termination or acceleration

by the other party thereto, such Company Material Contract; (2) no party to any Company Material Contract has given any written notice

of any such material breach, default or event described in clause (1); and (3) the Company has not received written, or to the knowledge

of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation

by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary

course of business that do not adversely affect the Company in any material respect.

(bb) To the Company’s

knowledge, none of the Company’s stockholders, officers or directors or any family member or affiliate of any of the foregoing,

has either directly or indirectly an interest in, or is a party to, any transaction that would be required to be disclosed as a related

party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act that is not so disclosed.

(cc) Other than the Placement

Agents’ fees, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial

advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated

by the Transaction Documents.

(dd) Except as (i) disclosed

in the SEC Reports, (ii) have been waived and (iii) as provided for in the Company’s Registration Rights Agreement with the Purchaser

of even date herewith, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities

of the Company.

(ee) Except for matters that

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries

each (i) has made or filed all material income and franchise tax returns, reports and declarations required by any jurisdiction to which

it is subject, (ii) has paid all material Taxes and other governmental assessments and charges that are material in amount, shown or determined

to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment

of all material Taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the knowledge of

the Company, there are no material unpaid Taxes claimed to be due by the taxing authority of any jurisdiction.

(ff) To the Company’s

knowledge, there is and has been no failure on the part of the Company’s directors or officers, in their capacities as such, to

comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.

To the knowledge of the Company, each of the principal executive officer and the principal financial officer of the Company has made all

certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and

other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal

executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley

Act.

(gg) The Company’s

accounting firm is BDO USA, P.C. (f/k/a Horne LLP). To the knowledge and belief of the Company, such accounting firm is a registered public

accounting firm as required by the Exchange Act.

(hh) The Company and each

of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions

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

permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. Except as disclosed in the SEC Reports, since the end of the Company’s most recent audited fiscal year, there has

been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no

change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely

to materially adversely affect, the Company’s internal control over financial reporting.

(ii) The Company acknowledges

and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents

and the transactions contemplated thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or

fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby

and any advice given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions

contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser

that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent

evaluation of the transactions contemplated hereby by the Company and its representatives.

(jj) [Reserved].

(kk) The Company has not

(i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any

security of the Company to facilitate the sale or resale of any of the Securities.

(ll) To the knowledge of

the Company, the Company’s material IT Assets are adequate in all material respects for, and Company has taken technical and organizational

measures reasonably designed to protect information technology and Personal Data (as defined below) used in connection with, the operation

of the businesses of the Company as currently conducted and as described in the SEC Reports, free and clear of all material bugs, errors,

defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained reasonable controls, policies,

procedures and safeguards designed to maintain and protect its confidential information and the integrity, continuous operation, redundancy

and security of all material IT Assets and data (including any personal, personally identifiable, household, sensitive, confidential or

regulated data (“Personal Data”)) used in connection with its businesses, except to the extent that a failure to do

so would not reasonably be expected to have a Material Adverse Effect, and, to the knowledge of the Company, there have been no material

breaches, violations, outages or unauthorized uses of or accesses to any IT Asset or Personal Data used in connection with the operation

of the Company’s businesses. The Company is, and since January 1, 2024 has been, in material compliance with all applicable laws

or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal

policies and contractual obligations relating to the privacy and security of IT Assets and Personal Data and the protection of such IT

Assets and Personal Data from unauthorized use, access, misappropriation or modification, except to the extent that a failure to do so

would not reasonably be expected to have a Material Adverse Effect.

(mm) The Company has not

entered into any other securities purchase agreement with any other Person on or around the date hereof, that includes terms and conditions

that are materially more advantageous to such Person than to the Purchaser hereunder.

(nn) The Company hereby acknowledges

and agrees that (i) the Placement Agents are acting solely as placement agents in connection with the execution, delivery and performance

of the Transaction Documents and are not acting as underwriters or in any other capacity and are not and shall not be construed as fiduciaries

for the Purchaser, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction

Documents, (ii) the Placement Agents have not made nor will make any representation or warranty, whether express or implied, of any kind

or character and the Placement Agents have not provided any advice or recommendation in connection with the execution, delivery and performance

of the Transaction Documents and (iii) the Placement Agents will not have any responsibility with respect to (A) any representations,

warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction

Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (B) the business, affairs,

financial condition, operations or properties of, or any other matter concerning the Company.

(oo) The Company has not

entered into, and will not enter into, any other agreement or any definitive transaction document, side letter, undertaking letter, or

other similar agreement or instrument with the Purchaser or any other purchaser of Securities in connection with the transactions contemplated

hereby with terms and conditions that are more favorable than the terms and conditions provided to the Purchaser under this Agreement.

3.2 Representations

and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date of this Agreement and as of the Closing

Date (or, if such representations and warranties are made with respect to a specified date, as of such date) to the Company that the following

representations and warranties are true and complete as of the date hereof and as of the Closing Date:

(a) The Purchaser is an entity

duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation with

the requisite power and authority to enter into and perform its obligations under the Transaction Documents.

(b) Each Transaction Document

to which it is a party has been duly authorized, executed and delivered by the Purchaser, and assuming the due authorization, execution

and delivery of the same by the Company, each Transaction Document to which the Purchaser is a party shall constitute the valid and legally

binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

and performance of the Transaction Documents, including the purchase of the Securities hereunder, the compliance by the Purchaser with

all of the provisions of the Transaction Documents and the consummation of the transactions contemplated herein will not conflict with

or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition

of any lien, charge or encumbrance upon any of the property or assets of the Purchaser pursuant to the terms of (i) any indenture, mortgage,

deed of trust, loan agreement, lease, license or other agreement or instrument to which the Purchaser is a party or by which the Purchaser

is bound or to which any of the property or assets of the Purchaser is subject; (ii) the Organizational Documents of the Purchaser; or

(iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having

jurisdiction over the Purchaser or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have

a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by the Transaction Documents, including

the purchase of the Securities.

(d) At the time the Purchaser

was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Common Warrants, it will

be, an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), satisfying the applicable requirements

set forth on Annex A hereto, (ii) acquiring the Securities only for its own account and not for the account of others, or if the

Purchaser is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is an

“accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and the Purchaser has full investment discretion

with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein

on behalf of each owner of each such account, and (iii) not acquiring the Securities with a view to, or for offer or sale in connection

with, any distribution thereof in violation of the Securities Act (and has provided the Company with the requested information on Annex

A following the signature page hereto).

(e) The Purchaser acknowledges

and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities

Act and that the Securities have not been registered under the Securities Act or the securities laws of any state in the United States

or other jurisdiction and that the Company is not required to register the Securities except as set forth in the Registration Rights Agreement.

The Purchaser acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by

the Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company or a Subsidiary thereof,

(ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including without limitation a private

resale pursuant to so called “Section 4(a)1½”), or (iii) an ordinary course pledge such as a broker lien over account

property generally, and, in each of clauses (i) through (iii), in accordance with any applicable securities laws of the states and other

jurisdictions of the United States, and that any certificates or account entries representing the Securities shall contain a restrictive

legend to such effect. The Purchaser acknowledges and agrees that the Securities will be subject to these securities law transfer restrictions,

and as a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge or otherwise

dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of

time. The Purchaser acknowledges and agrees that the Securities will not be immediately eligible for offer, resale, transfer, pledge or

disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year following the filing of certain required

information with the Commission after the Closing Date. The Purchaser acknowledges and agrees that it has been advised to consult legal

counsel prior to making any offer, resale, pledge or transfer of any of the Securities.

(f) The Purchaser understands

and agrees that it is purchasing the Securities directly from the Company. The Purchaser further acknowledges that there have not been,

and the Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to the Purchaser

by the Company, the Placement Agents, or any of their respective Affiliates or any of their control persons, officers, directors, employees,

partners, agents or representatives, or any other person or entity, expressly or by implication, other than those representations, warranties

covenants and agreements of the Company set forth in this Agreement. The Purchaser agrees that the Placement Agents, their respective

Affiliates or any of their respective Affiliates’ control persons, officers, directors or employees shall be liable to the Purchaser

pursuant to this Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase

of the Securities.

(g) In making its decision

to purchase the Securities, the Purchaser has relied solely upon independent investigation made by the Purchaser and the Company’s

representations in Section 3.1 of this Agreement. The Purchaser acknowledges and agrees that the Purchaser has received such information

as the Purchaser deems necessary in order to make an investment decision with respect to the Securities, including with respect to the

Company, and made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant

to the Purchaser’s investment in the Securities. Without limiting the generality of the foregoing, the Purchaser acknowledges that

it has reviewed the Company’s filings with the Commission. The Purchaser represents and agrees that the Purchaser and the Purchaser’s

professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information

as the Purchaser and the Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with

respect to the Securities. The Purchaser acknowledges and agrees that none of the Placement Agents, officers, directors, employees or

other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”) has

provided the Purchaser with any information, recommendation or advice with respect to the Securities nor is such information, recommendation

or advice necessary or desired. The Placement Agents have not made or make any representation as to the Company or the quality or value

of the Securities. In addition, the Company, the Placement Agents and their respective Affiliates or Representatives have acquired non-public

information with respect to the Company which the Purchaser agrees need not be provided to it. In connection with the issuance of the

Securities to the Purchaser, the Placement Agents have not acted as financial advisors or fiduciaries to the Purchaser.

(h) The Purchaser became

aware of this offering of the Securities solely by means of direct contact between the Purchaser and the Company or its Affiliates, by

means of direct contact between the Purchaser or its Affiliates or by means of contact from the Placement Agents, and Securities were

offered to the Purchaser solely by direct contact between the Purchaser and the Company or its Affiliates. The Purchaser did not become

aware of this offering of the Securities, nor were the Securities offered to the Purchaser, by any other means. The Purchaser acknowledges

that the Company represents and warrants that the Securities (i) were not offered by any form of general solicitation or general advertising

(within the meaning of Regulation D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under,

or in a distribution in violation of, the Securities Act, or any state securities laws.

(i) The Purchaser acknowledges

that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth

in the SEC Reports. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the

merits and risks of an investment in the Securities, and the Purchaser has had an opportunity to seek, and has sought, such accounting,

legal, business and tax advice as the Purchaser has considered necessary to make an informed investment decision. The Purchaser (i) is

an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity

transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment

strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase

of the Securities. The Purchaser understands and acknowledges that the purchase and sale of the Securities hereunder meets (i) the exemptions

from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(j) The Purchaser has adequately

analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment

for the Purchaser and that the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss

of the Purchaser’s investment in the Company. The Purchaser acknowledges specifically that a possibility of total loss exists.

(k) The Purchaser understands

and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings

or determination as to the fairness of this investment.

(l) The Purchaser is not

(i) a person or entity named on the SDN List administered by OFAC or in any Executive Order issued by the President of the United States

and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated

National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services

indirectly to a non-U.S. shell bank. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required

by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution

subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations

(collectively, the “BSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply

with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Purchaser maintains policies and procedures reasonably

designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, the

Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to purchase the

Securities were legally derived.

(m) No foreign person (as

defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest

(as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Securities

hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part

800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as

a result of the purchase and sale of Securities hereunder.

(n) The Purchaser will have

sufficient funds to pay the Subscription Amount pursuant to Section 2.2(b)(v) of this Agreement and

any expenses incurred by the Purchaser in connection with the transactions contemplated by or in connection with the Transaction Documents;

(ii) has the resources and capabilities (financial or otherwise) to perform its obligations under the Transaction Documents; and (iii)

has not incurred any obligation, commitment, restriction or liability of any kind, absolute or contingent, present or future, which would

impair or adversely affect its ability to perform its obligations under the Transaction Documents.

(o) The Purchaser acknowledges

that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation

(including, without limitation, the Company, the Placement Agents or any of their respective Affiliates or any of their control persons,

officers, directors, employees, agents or representatives), other than the representations and warranties of the Company contained in

Sections 3.1 of this Agreement, in making its investment or decision to invest in the Company. The Purchaser agrees that none of

(i) any other Person participating in any other private placement of shares of Common Stock (including the controlling persons, officers,

directors, partners, agents or employees of any such other Person), (ii) the Company, its Affiliates or any of its respective Affiliates’

control persons, officers, directors, partners, agents, employees or representatives nor (iii) the Placement Agents, their respective

Affiliates or any of their respective control persons, officers, directors, partners, agents, employees or representatives shall be liable

to the Purchaser pursuant to the Transaction Documents or any other agreement related to a private placement of Securities for any action

heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities hereunder or thereunder.

(p) No broker or finder is

entitled to any brokerage or finder’s fee or commission to be paid by the Purchaser solely in connection with the sale of the Securities

to the Purchaser.

(q) At all time on or prior

to the Closing Date, the Purchaser has no binding commitment to dispose of, or otherwise transfer (directly or indirectly), any of the

Securities.

(r) The Purchaser hereby

agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with the Purchaser, shall, directly

or indirectly, engage in any hedging activities or execute any Short Sales with respect to the securities of the Company from the date

hereof until such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.6 or the earlier termination of this Agreement in accordance with its terms.

(s) Except as expressly disclosed

in a Schedule 13D or Schedule 13G (or amendments thereto) filed by the Purchaser with the Commission with respect to the beneficial ownership

of the Company’s outstanding securities prior to the date hereof, the Purchaser is not currently (and at all times through Closing

will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of

the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity

securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(t) The Purchaser acknowledges

its obligations under applicable securities laws with respect to the treatment of non-public information relating to the Company.

(u) The Purchaser acknowledges

that (i) the Company, its Affiliates, and its and their respective control persons, officers, directors, employees, agents or representatives

currently may have, and later may come into possession of, information regarding the Company and its Subsidiaries that is not known to

the Purchaser and that may be material to a decision to purchase the Securities, (ii) the Purchaser has determined to purchase the Securities

notwithstanding its lack of knowledge of such information, and (iii) none of the Company, its Affiliates, or any of its or their respective

control persons, officers, directors, employees, agents or representatives shall have liability to the Purchaser, and the Purchaser hereby,

to the extent permitted by law, waives and releases any claims it may have against the Company, its Affiliates, and its and their respective

control persons, officers, directors, employees, agents or representatives, with respect to the nondisclosure of such information.

ARTICLE

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only

be disposed of by the Purchaser in compliance with state and federal securities laws. In connection with any transfer of Securities by

the Purchaser other than (i) pursuant to an effective registration statement or Rule 144, (ii) to the Company, (iii) to an Affiliate of

the Purchaser or (iv) in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof

to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance

of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such

transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by

the terms of this Agreement and, if permitted pursuant to the terms thereof, the Registration Rights Agreement and shall have the rights

and obligations of the Purchaser under this Agreement and the Registration Rights Agreement, if a party thereto.

(b) The Purchaser agrees

to the imprinting or notation, so long as is required by this Section 4.1, of a legend on or with respect to the Securities in

the following form:

NEITHER THIS SECURITY NOR THE SECURITIES

INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF

ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY MAY BE PLEDGED IN

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges

and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or

grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as

defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under

the terms of such arrangement, the Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge

or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor

shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense,

the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request

in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration

Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b) under the Securities Act or other

applicable provision of the Securities Act to appropriately amend the list of selling securityholders thereunder.

evidence of issuance by book entry, as applicable) evidencing the Shares and Warrant Shares shall not contain any legend (including the

legend set forth in Section 4.1(b) hereof), (i) following any sale of such Shares or Warrant Shares pursuant to a registration

statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following

any sale of such Securities pursuant to Rule 144 (assuming cashless exercise of the Common Warrants), (iii) if such Shares or Warrant

Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants), without the requirement for the Company

to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2) as to such Shares and Warrant

Shares and without volume or manner-of-sale restrictions, or (iv) if in the opinion of counsel to the Company, such legend is not required

under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the

Commission) or as provided in the Common Warrants.

The Company agrees that at

such time as such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the Purchaser

to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares issued with a restrictive legend (such date,

the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate representing such shares

that is free from all restrictive and other legends and the Company shall use commercially reasonable efforts to cause its counsel to

issue a legal opinion to the Transfer Agent or the Purchaser if required by the Transfer Agent to effect the removal of the legend hereunder.

The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer

set forth in this Section 4.1. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer

Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed

by the Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number

of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of

a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend.

(d) The Purchaser agrees

with the Company that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including

any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration

Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive

legend from certificates (or reasonable evidence of issuance by book entry, as applicable) representing Securities as set forth in this

Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of

Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations

under the Transaction Documents, including, without limitation, its obligation to issue the Warrant Shares pursuant to the Transaction

Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the

effect of any such dilution or any claim the Company may have against the Purchaser and regardless of the dilutive effect that such issuance

may have on the ownership of the other stockholders of the Company.

4.3 Furnishing of Information;

Public Information. Until the earlier of (i) the time that the Purchaser no longer owns any Securities and (ii) the date that

is five years after the Closing Date, the Company shall use commercially reasonable efforts to maintain the registration of the Common

Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file all reports required to be filed by the Company after the date

hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.4 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration

under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes

of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other

transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

4.5 Exercise Procedures.

The form of Notice of Exercise included in the Common Warrants sets forth the totality of the procedures required of the Purchaser

in order to exercise the Common Warrants. Without limiting the preceding sentence, no ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to

exercise the Common Warrants. No additional legal opinion, other information or instructions shall be required of the Purchaser to exercise

its Common Warrants. The Company shall honor exercises of the Purchaser’s Common Warrants and shall deliver the Warrant Shares in

accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.6 Securities Laws

Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release and/or file a Current Report on Form

8-K disclosing the material terms of the transactions contemplated hereby, which shall have been previously reviewed by counsel for the

Placement Agents, and (b) in respect of any information that is issued in a press release, file a Current Report on Form 8-K, which shall

have been previously reviewed by counsel for the Placement Agents, including this Agreement as an exhibit thereto, within the time required

by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser and the Placement Agents

that it shall have publicly disclosed all material, non-public information delivered to the Purchaser by the Company or any of its officers,

directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon

the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under

this Agreement, or an agreement entered into in connection with the transactions contemplated by the Transaction Documents, whether written

or oral, between the Company or any of its officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or

any of its respective officers, directors, agents, employees or investment advisers, on the other hand, shall terminate. The Company and

the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,

and neither the Company nor the Purchaser shall issue any such press release nor otherwise make any such public statement without the

prior consent of the Company and the Placement Agents, with respect to any press release of the Purchaser, or without the prior consent

of the Purchaser and the Placement Agents, with respect to any press release of the Company. To the extent any disclosure is required

by law or the regulations of the Trading Market, the Company shall provide the Purchaser with prompt prior notice of such requirement

so that the Purchaser may (a) seek appropriate relief to prevent or limit such disclosure, (b) furnish only that portion of the information

which is legally required to be furnished or disclosed, and to the extent reasonably feasible, (c) consult with the Company on content

and timing prior to any such disclosure. Notwithstanding anything to the contrary contained herein, without the prior written consent

of the Purchaser, the Company shall not (and shall cause each of its affiliates and representatives not to) disclose the name of the Purchaser

or its investment adviser in any filing, announcement, release or otherwise, except as required by law in which case the Company shall

comply with the provisions of this Section 4.6.

4.7 Stockholder Rights

Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that exclusively

as a result of the transactions contemplated by this Agreement the Purchaser is an “Acquiring Person” under any control

share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan

or arrangement in effect or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such

plan or arrangement, by virtue of receiving Securities under the Transaction Documents.

4.8 Non-Public Information.

From and after the Disclosure Time, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will

provide the Purchaser or its agents or counsel with any information that constitutes, or the Company believes constitutes, material non-public

information, unless prior thereto the Purchaser shall have consented to the receipt of such information and agreed with the Company to

keep such information confidential. To the extent that the Company or any of its respective officers, director, agents, employees or Affiliates

delivers any material, non-public information to the Purchaser without the Purchaser’s consent, the Company hereby covenants and

agree that the Purchaser shall not have any duty of trust or confidentiality to the Company or any of its respective officers, directors,

agents, employees or Affiliates, or a duty to the Company or any of its respective officers, directors, agents, employees or Affiliates

not to trade while aware of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.

To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company, the Company shall if reasonably practicable simultaneously file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants in effecting transactions

in securities of the Company.

4.9 Use of Proceeds.

The Company shall use the net proceeds from the sale of the Securities hereunder for general corporate and working capital purposes, in

the Company’s exclusive discretion.

4.10 Indemnification.

(a) Subject to the provisions

of this Section 4.10, the Company will indemnify and hold each Purchaser Party harmless from any and all Losses that any such Purchaser

Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements

made by the Company in this Agreement or in the other Transaction Documents (unless such action is based upon a material breach of such

Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such

Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any

conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).

(b) Subject to the provisions of this Section

4.10, the Purchaser will indemnify and hold the Company harmless from any and all Losses that any such Company Party may suffer or

incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Purchaser

in this Agreement or in the other Transaction Documents (unless such Loss is primarily based upon a material breach of such Company Party’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Company Party may have

with any such stockholder or any violations by such Company Party of state or federal securities laws or any conduct by such Company Party

which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).

shall be brought against any Person in respect of which indemnity may be sought pursuant to this Agreement, such Person (the “Indemnified

Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”)

in writing, but the omission to notify such Indemnifying Party will not relieve the Indemnifying Party from any liability that it may

have to any Indemnified Party under this Section 4.10 unless, and only to the extent that, such omission results in the forfeiture

of substantive rights or defenses by the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense thereof

with counsel of its own choosing reasonably acceptable to such Indemnified Party. Any Indemnified Party shall have the right to employ

separate counsel in any such Action or Proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall

be at the expense of such Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the

Indemnifying Party in writing, (ii) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to

employ counsel or (iii) in such Action or Proceeding there is, in the reasonable opinion of counsel, a material conflict on any material

issue between the position of the Indemnifying Party and the position of such Indemnified Party, in which case the Indemnifying Party

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnifying Party shall not

be liable for any settlement of any Proceeding effected without its written consent, but if settled with such consent or if there by a

final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability

by reason of such settlement of judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect

any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is or could have been a party and indemnity

could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified

Party from all liability on claims that are the subject matter of such Proceeding.

4.11. Reservation and

Listing of Securities.

(a) Commencing on the Closing

Date, the Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant

to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.

(b) If, on any date following

the Closing Date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of (i) the

Required Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction Documents,

then the Board of Directors shall use commercially reasonable efforts to amend the Company’s Organizational Documents to increase

the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number of shares

of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible and in any event not later than the 75th

day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common

Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant to the

Transaction Documents.

4.12 Listing of Shares.

The Company shall, as applicable: (i) promptly after the Closing Date and in connection with the registration with the Commission of the

Shares and Warrant Shares, in the manner required by the principal Trading Market, prepare and file with such Trading Market an additional

shares listing application covering the Shares and the Warrant Shares, (ii) take all steps reasonably necessary to cause such shares of

Common Stock to be approved for listing or quotation on such Trading Market as soon as practicable thereafter and to provide to the Purchaser

evidence of such listing or quotation and (iii) use commercially reasonable efforts to maintain the listing or quotation of such Common

Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market. The Company agrees

to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing

corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing

corporation in connection with such electronic transfer.

4.13 Subsequent Equity

Sales. From the date hereof until the Standstill Termination Date, the Company shall not, without the prior written consent of

the Purchaser, (i) other than in an Exempt Issuance, issue, enter into any agreement to issue or announce the issuance or proposed issuance

of any shares of Common Stock or Common Stock Equivalents or (ii) except as set forth in the SEC Reports, file any registration statement

or any amendment or supplement thereto, in each case other than in furtherance of an Exempt Issuance or as contemplated pursuant to the

Registration Rights Agreement.

4.14 Certain Transactions

and Confidentiality. The Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding

with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing

with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced

pursuant to the initial press release as described in Section 4.6. The Purchaser covenants that until such time as the transactions

contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section

4.6, the Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing,

and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) the Purchaser

does not make any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the

Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.6, (ii) the Purchaser shall not be restricted or prohibited from effecting any transactions in

any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated

by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6 and (iii) the

Purchaser shall not have any duty of confidentiality or duty not to trade in the securities of the Company to the Company after the issuance

of the initial press release as described in Section 4.6. Notwithstanding the foregoing, if the Purchaser is a multi-managed investment

vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no

direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the

covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment

decision to purchase the Securities covered by this Agreement.

4.15 Blue Sky Filings.

The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify

the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the

United States.

ARTICLE

MISCELLANEOUS

5.1 Termination.

(a) This

Agreement may be terminated by mutual written agreement of the Purchaser as to the Purchaser’s obligations and the Company if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination

will affect the right of any party to sue for any breach by any other party (or parties).

(b) This

Agreement may be terminated by the Company upon written notice to the Purchaser at any time prior to the Closing if (i) any of the representations

or warranties of the Purchaser set forth in Section 3.2 of this Agreement shall have become untrue or incorrect in any material respect,

or (ii) the Purchaser shall have breached or failed to perform in any material respect any of its covenants or agreements set forth in

this Agreement required to be performed by it on or prior to the Closing Date, and shall not have been waived by the Company; provided,

however, that the Company shall not be entitled to terminate this Agreement pursuant to this Section 5.1(b) if the Company is then in

material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; provided, further, that

no such termination will affect the right of the Company to sue for any breach by the Purchaser or to seek any other remedies available

at law or in equity, including without limitation the right to pursue indemnification under Section 4.10.

5.2 Fees and Expenses.

Except as expressly set forth in the Transaction Documents or the Engagement Letters (as defined below), each party shall pay the fees

and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to

the negotiation, preparation, execution, delivery and performance of this Agreement and the Transaction Documents. The Company shall pay

all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered

by the Company and any exercise notice delivered by the Purchaser), stamp taxes and other Taxes and duties levied in connection with the

delivery of any Securities to the Purchaser.

5.3 Entire Agreement.

The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect

to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, other than the duties

or obligations as set forth in the engagement letter(s) (or any joinder), dated on or about April 22, 2026 or April 29, 2026, by and between

the Company and the Placement Agents (the “Engagement Letters”), with respect to such matters, which the parties acknowledge

have been merged into such documents, exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

at the e-mail address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,

(b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment at the e-mail

address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City

time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers.

No amendment, modification, alteration, or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto

unless made in writing and duly executed by the Company and the Purchaser. No amendment, modification, alteration or change to Section

3.1, Section 3.2, Section 4.6, Section 4.10, Section 4.13, Section 5.3, Section 5.8 and

Section 5.19 can be made without the prior written consent of the Placement Agents. The Company, on the one hand, and the Purchaser,

on the other hand, may by an instrument signed in writing by such parties waive the performance, compliance or satisfaction by the Purchaser

or the Company, respectively, with any term or provision of this Agreement or any condition hereto to be performed, complied with or satisfied

by the Purchaser or the Company, respectively. No waiver of any default with respect to any provision, condition or requirement of this

Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,

condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the

exercise of any such right.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors and

Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other

than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or

transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by

the provisions of the Transaction Documents that apply to the “Purchaser.”

5.8 No Third-Party

Beneficiaries. The Placement Agents shall be the express third-party beneficiaries of the representations and warranties of the

Company in Section 3.1 hereof and the representations and warranties of the Purchaser in Section 3.2 hereof. Except as otherwise

set forth in Section 4.6, Section 4.10, Section 4.13, Section 5.3, this Section 5.8, Section 5.19,

this Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for

the benefit of, nor may any provision hereof be enforced by, any other Person.

5.9 Governing Law.

All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by

and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,

and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court,

that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal

service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding

to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the parties under Section 4.10,

the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained in Section 3.1 and Section 3.2 shall survive the Closing and the delivery of

the Securities.

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), such signature shall create a valid and binding

obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf”

signature page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and

Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights; provided, however, that, in the case of a recission of

an exercise of a Common Warrant, the Purchaser shall be required to return any shares of Common Stock subject to any exercise notice concurrently

with the return to the Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of the Purchaser’s

right to acquire such shares pursuant to the Purchaser’s Common Warrant (including issuance of a replacement warrant certificate

evidencing such restored right).

5.14 Replacement of

Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and

the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not

be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would

be adequate. For the avoidance of doubt, Section 4.10 shall be the exclusive remedy for any Losses resulting from a breach of any

of the representations and warranties contained in ARTICLE 3 of this Agreement, in each case exclusively to the extent such Losses arise

during the survival period of such representations and warranties pursuant to the terms of this Agreement.

5.16 Payment Set Aside.

To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or the Purchaser enforces

or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are

subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded,

repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any

bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation

or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not

been made or such enforcement or setoff had not occurred.

5.17 Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any Action or Proceeding that may be brought by the Purchaser in order to enforce any right or remedy under

any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed

and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not

exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest

that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to

the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any

circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser with respect to Indebtedness

evidenced by the Transaction Documents, such excess shall be applied by the Purchaser to the unpaid principal balance of any such Indebtedness

or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s election.

5.18 Liquidated Damages.

The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing

obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding

the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall

have been canceled.

5.19 Exculpation of

the Placement Agents. Each party hereto agrees for the express benefit of the Placement Agents, their affiliates and their

representatives that:

(a) Neither the Placement

Agents nor their affiliates or representatives (i) have any duties or obligations other than those specifically set forth herein or in

the Engagement Letters; (ii) shall be liable for any improper payment made in accordance with the information provided by the Company;

(iii) make any representation or warranty, or have any responsibilities as to the validity, accuracy, value or genuineness of any information,

certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection

with any of the transactions; or (iv) shall be liable (A) for any action taken, suffered or omitted by any of them in good faith and reasonably

believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document

or (B) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except

for such party’s own fraud, gross negligence, willful misconduct or bad faith.

(b) The Placement Agents,

their affiliates and their representatives shall be entitled to (i) rely on, and shall be protected in acting upon, any certificate, instrument,

opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (ii) be indemnified

by the Company for acting as Placement Agents, hereunder pursuant the indemnification provisions set forth in the Engagement Letters.

5.20 Saturdays, Sundays,

Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.21 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. In

this Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Agreement shall

include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural

and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the

generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without

limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar

import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular portion of this

Agreement.

5.22 WAIVER OF JURY

TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY

AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES

FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

MERLIN, INC.

Address for Notice:

100 Causeway Street

By:

/s/ Matthew George

Boston, MA 02114

Name:

Matthew George

Title:

Chief Executive Officer

Email: mg@merlinlabs.com

With a copy to (which shall not constitute notice):

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Stephen Ranere

Email: Stephen.Ranere@lw.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have caused this Securities

Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Alyeska Master Fund, L.P.

Signature

of Authorized Signatory of Purchaser: /s/ Jason Bragg

Name of Authorized Signatory: Jason Bragg

Title of Authorized Signatory: CFO, Alyeska Investment Group, LP

Email Address of Authorized Signatory:

Address for Notice to Purchaser:

Note – use Chicago Office for Transfer Agent details

Alyeska Master Fund, L.P.

c/o Maples Corporate Services Limited

P.O. Box 309

Ugland House

South Church Street

George Town, Grand Cayman, KY1-1104

Cayman Islands, British West Indies

Mailing and to be provided to transfer agents:

Alyeska Master Fund, L.P.

ATTN: Jason Bragg

77 W. Wacker, Suite 700

Chicago, IL 60601

Address for Delivery of Securities to Purchaser (if not same as address

for notice):

Subscription Amount: $80,000,000

Number of shares of Common Stock: 8,000,000

Number of Common Warrants: 4,000,000

EIN Number:

SCHEDULE A

Name of Purchaser

Subscription

Amount

Shares of

Common

Stock

Common

Warrants

Alyeska Master Fund, L.P.

$ 80,000,000

8,000,000

4,000,000

Exhibit A

Exhibit B

EX-10.2 — FORM OF SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.2

Filename: ea028818001ex10-2.htm · Sequence: 4

Exhibit 10.2

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2026, is made and entered into by and

among Merlin, Inc., a Delaware corporation (formerly known as Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company, prior

to its domestication) (the “Company”), Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the

“Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders”

(such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on

the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties

listed on the signature page hereto under “Merlin Holders” (the “Merlin Holders” and each such party,

together with the Sponsor and the Sponsor Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section

5.2, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company

and the Holders are party to that certain Amended and Restated Registration Rights Agreement, dated as of March 16, 2026 (the “Prior

RRA”);

WHEREAS, pursuant to

the Business Combination Agreement (as defined below), Legacy Merlin merged with and into Merger Sub with Legacy Merlin continuing as

the surviving corporation and as a direct, wholly owned subsidiary of the Company (the “Business Combination”);

WHEREAS, on the date

hereof, the Company issued an additional 8,000,000 shares of Common Stock (as defined below) and additional warrants to purchase an aggregate

of 4,000,000 shares of Common Stock (subject to adjustment) at an exercise price of $6.67 per share (as may be adjusted pursuant to the

terms thereof) (the “2026 Investor Warrants”) pursuant to that certain Securities Purchase Agreement (the “2026

Securities Purchase Agreements”), by and among the Company and the investor named therein (the “2026 PIPE Holder”);

WHEREAS, in connection

with the consummation of the transactions described above, the Company and the undersigned Holders desire to amend and restate the Prior

RRA in its entirety as set forth herein, and the Company and the PIPE Holders desire to enter into this Agreement, pursuant to which the

Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms

and conditions set forth in this Agreement.

NOW, THEREFORE,

in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article

DEFINITIONS

1.1 Definitions.

The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth

below:

“2026 Investor

Warrants” shall have the meaning given in the Recitals hereto.

“2026 PIPE Holder”

shall have the meaning given in the Preamble hereto.

“2026 Securities

Purchase Agreements” shall have the meaning given in the Recitals hereto.

“Additional Holder”

shall have the meaning given in Section 5.11.

“Additional Holder

Common Stock” shall have the meaning given in Section 5.11.

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive

Officer or Chief Financial Officer of the Company or the Board, in each case, after consultation with counsel to the Company, (i) would

be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not

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

the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under

which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being

filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making

such information public.

“Agreement”

shall have the meaning given in the Preamble hereto.

“Board”

shall mean the board of directors of the Company.

“Business Combination

Agreement” shall mean that certain Business Combination Agreement, dated as of August 13, 2025 (as the same may be amended,

restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Company, IPDX Merger Sub, Inc.,

a Delaware corporation (“Merger Sub”) and Merlin Labs, Inc., a Delaware corporation (“Legacy Merlin”).

“Business Day”

means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law

to close.

“Commission”

shall mean the U.S. Securities and Exchange Commission.

“Common Stock”

shall mean the common stock of the Company, par value $0.0001 per share.

“Company”

shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,

spin-off, reorganization or similar transaction.

“Competing Registration

Rights” shall have the meaning given in Section 5.8.

“Demanding Holder”

shall have the meaning given in Section 2.1.4.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Floor Price”

shall mean $5.00.

“FINRA”

shall mean the Financial Industry Regulatory Authority, Inc.

“Form S-1 Shelf”

shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf”

shall have the meaning given in Section 2.1.1.

“Governmental

Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,

department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving

panel or body.

“Holder Information”

shall have the meaning given in Section 4.1.2.

“Holders”

shall have the meaning given in the Preamble hereto, for so long as such Person holds any Registrable Securities.

“Joinder”

shall have the meaning given in Section 5.11.

“Law”

shall mean any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code,

edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, order or consent

that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under

the authority of any Governmental Authority.

“Legacy Merlin”

shall have the meaning given in the Recitals hereto.

“Legal Proceeding”

means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,

stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,

by or before any Governmental Authority.

“Lock-Up Agreements”

means the Merlin Holders Lock-Up Agreement and the Sponsor Holders Lock-Up Agreement, collectively.

“Lock-Up Period”

shall mean (a) with respect to the Sponsor Holders and their respective Permitted Transferees, the lock-up period specified with respect

to a party in the Sponsor Holder Lock-Up Agreement and (b) with respect to the Merlin Holders and their respective Permitted Transferees,

the lock-up period specified with respect to a party in the Merlin Holder Lock-Up Agreement.

“Maximum Number

of Securities” shall have the meaning given in Section 2.1.5.

“Merlin Holders”

shall have the meaning given in the Preamble hereto.

“Merlin Holders

Lock-Up Agreement” means the lock-up agreement, dated March 16, 2026, entered into by the Company and the Merlin Holders.

“Minimum Takedown

Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Other Coordinated

Offering” shall have the meaning given in Section 2.4.1.

“Permitted Transferees”

means persons to whom a holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration

of the applicable Lock-Up Period pursuant to the applicable Lock-Up Agreement.

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political

subdivision thereof, or an agency or instrumentality thereof.

“Piggyback Registration”

shall have the meaning given in Section 2.2.1.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”

shall mean (i) any outstanding shares of Common Stock held by a Holder as of the date hereof, including those issues pursuant to the 2026

Securities Purchase Agreements, (ii) any shares of Common Stock that may be acquired by Holders upon the exercise, conversion or redemption

of any other security of the Company or other right to acquire Common Stock held by a Holder immediately following the date hereof, including

the 2026 Investor Warrants, (iii) any outstanding shares of Common Stock or any other equity security of the Company held by a Holder

following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise

held by an “affiliate” (as defined in Rule 144) of the Company and (iv) any other equity security of the Company issued

or issuable with respect to any securities referenced in clause (i), (ii) or (iii) above by way of a stock dividend

or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar

transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable

Securities upon the earliest to occur of the following events: (i) a Registration Statement with respect to the sale of such securities

shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in

accordance with such Registration Statement by the applicable Holder to a Person that is not an “affiliate” (as defined in

Rule 144) of the Company and new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting

further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration

under the Securities Act; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing

(or book-entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and subsequent

public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have

ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 (but with no volume or other

restrictions or limitations including as to manner or timing of sale or current public information requirements); and (v) such securities

have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration”

shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a Registration Statement, Prospectus

or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,

and such registration statement becoming effective.

“Registration

Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all

registration, listing and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities

exchange on which the Common Stock is then listed;

(B) fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);

messenger, telephone and delivery expenses;

(D) reasonable

fees and disbursements of counsel for the Company;

(E) reasonable

fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;

and

(F) reasonable

fees and expenses of one (1) legal counsel selected by the majority in interest of the Demanding Holders in an Underwritten Offering or

Other Coordinated Offering.

“Registration

Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement,

including any Shelf, and, in each case, including the Prospectus included in such registration statement, amendments (including post-effective

amendments) and supplements to such registration statement and all exhibits to, and all material incorporated by reference in, such registration

statement.

“Requesting Holders”

shall have the meaning given in Section 2.1.5.

“Rule 144”

shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may

be promulgated by the Commission.

“Securities Act”

shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Securities Purchase

Agreements” shall mean those certain Securities Purchase Agreements, by and among the Company and such investors or other

securities purchase agreements regarding the issuance of Series A Preferred Stock and Series A Investor Warrants on or about March 16,

2026.

“Series A Investor

Warrants” shall mean warrants to purchase shares of Common Stock issued by the Company to certain investors pursuant to

the Business Combination Agreement and/or the Securities Purchase Agreements.

“Series A Preferred

Stock” shall mean 12% Series A Cumulative Convertible Preferred Common Stock, par value $0.0001 per share, of the Company.

“Shelf”

shall mean the Form S-1 Shelf, the Form S-3 Shelf, or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration”

shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant

to Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated

by the Commission.

“Shelf Takedown”

shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor”

shall have the meaning given in the Preamble hereto.

“Sponsor Holders”

shall have the meaning given in the Preamble hereto.

“Sponsor Holders

Lock-Up Agreement” means the lock-up agreement, dated March 16, 2026, entered into by the Company and the Sponsor Holders.

“Sponsor Majority

Holders” shall mean the Sponsor Holders holding in the aggregate a majority of the Registrable Securities then held by the

Sponsor Holders.

“Subsequent Shelf

Registration” shall have the meaning given in Section 2.1.2.

“Transfer”

shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to

purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent

position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act

with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the

economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash

or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Lock-Up Period” shall have the meaning given in Section 2.3.

“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration in which securities of the

Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten

Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice”

shall have the meaning given in Section 2.1.6.

“Yearly Limit”

shall have the meaning given in Section 2.1.4.

Article

REGISTRATIONS AND OFFERINGS

2.1 Shelf

Registration.

2.1.1 Filing.

The Company shall, subject to Section 3.4, submit or file within 30 days of the date hereof a Registration Statement for a Shelf

Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement

on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all

Registrable Securities (determined as of two (2) business days prior to such submission or filing and assuming that (i) all shares of

Series A Preferred Stock are converted into shares of Common Stock at a conversion price equal to the Floor Price and taking into account

payment-in-kind dividends for at least three years from the date of such submission or filing and (ii) all Series A Investor Warrants

and 2026 Common Warrants are exercised in full at an exercise price equal to the Floor Price) on a delayed or continuous basis and shall

use its commercially reasonable efforts to have such Shelf declared effective as soon as reasonably practicable after the filing thereof,

but no later than the earlier of (a) the 30th calendar day following the filing date thereof if the Commission notifies the Company that

it will “review” the Registration Statement and (b) the fifth (5th) business day after the date the Company is

notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed”

or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant

to any method or combination of methods legally available to, and requested by, any Holder named therein. Subject to Sections 2.1.3

and 3.4, the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission

such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available

for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions

of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf,

the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form

S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. Notwithstanding anything to the contrary contained

herein, this Section 2.1 shall not apply to any Registrable Securities that have been previously registered for resale by the Company

on any Form S-1 Shelf or Form S-3 Shelf, as applicable, prior to the date hereof.

2.1.2 Subsequent

Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities

are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to, as promptly as is

reasonably practicable, cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable

efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable

efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of

any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent

Shelf Registration”) registering the resale of all Registrable Securities under such Shelf (determined as of two (2) business

days prior to such filing and assuming that (i) all shares of Series A Preferred Stock are converted into shares of Common Stock at a

conversion price equal to the Floor Price and taking into account payment-in-kind dividends for at least three years from the date of

such submission or filing and (ii) all Series A Investor Warrants and 2026 Common Warrants are exercised in full at an exercise price

equal to the Floor Price), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named

therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent

Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it

being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated

under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act)

at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective,

available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the

provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration

shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall

be on another appropriate form.

2.1.3 New

Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered

for resale on a delayed or continuous basis, the Company shall, upon the written request of such Holder, promptly use its commercially

reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then-available

Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as

soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided,

however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for

each of (i) the Sponsor Holders, collectively, (ii) the Merlin Holders, collectively, (iii) the PIPE Holders, collectively, and (iv) the

2026 PIPE Holder.

2.1.4 Requests

for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file

with the Commission, any Holder (a “Demanding Holder”) may request to sell all or any portion of its Registrable

Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten

Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such

offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other

Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $25 million (the “Minimum

Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company,

which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to

Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more

reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which approval shall

not be unreasonably withheld, conditioned or delayed). Subject to Section 2.4.6, each of (i) the Sponsor Holders, collectively,

(ii) the Merlin Holders, collectively, (iii) the 2026 PIPE Holder, and (iv) the PIPE Holders, collectively, may demand Underwritten Shelf

Takedowns pursuant to this Section 2.1.4 (x) not more than two (2) times in any 12-month period (the “Yearly Limit”).

Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective

Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction

of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the

Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten

Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable

Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common

Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if

any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration

rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that

can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method

or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum

Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common

Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable

Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata, as nearly as practicable, based on the respective

number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten

Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders (if any) have requested

be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities. To facilitate the

allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of

shares allocated to any Holder to the nearest 10 Registrable Securities.

2.1.6 Underwritten

Shelf Takedown Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used

for marketing such Underwritten Shelf Takedown, a majority in interest of the Demanding Holders initiating an Underwritten Shelf Takedown

shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal

Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten

Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown

if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf

Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten

Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4 and shall count toward the Yearly Limit, unless

either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn any Underwritten Shelf Takedown or (ii) the

Demanding Holder(s) making the withdrawal reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf

Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective

number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided

that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding

sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by such Demanding Holder(s)

for purposes of Section 2.1.4 and shall count toward the Yearly Limit. Following the receipt of any Withdrawal Notice, the Company

shall promptly forward such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement,

the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under

this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of

the second sentence of this Section 2.1.6.

2.2 Piggyback

Registration.

2.2.1 Piggyback

Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration

Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable

or exchangeable for, or convertible into equity securities, for its own account or for the account of securityholders of the Company (or

by the Company and by the securityholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section

2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any

employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing

stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145

under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities

of the Company, (v) for a dividend reinvestment plan, or (vi) a Block Trade or an Other Coordinated Offering (which shall be subject

to Section 2.4), then the Company shall give written notice of such proposed offering to all of the Holders of Registrable

Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement or, in

the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus

supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in

such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such

offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such

number of Registrable Securities as such Holders may request in writing within five (5) business days after receipt of such written notice

(such Registration, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in

good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially

reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities

requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar

securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities

in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback

Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s)

selected for such Underwritten Offering by the Company.

2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,

in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that

the dollar amount or number of shares of Common Stock or other equity securities that the Company or the Demanding Holders desire to sell,

taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering

has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders of Registrable Securities

hereunder, (ii) the Registrable Securities as to which Registration has been requested pursuant to this Section 2.2 and (iii)

the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant

to separate written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder,

exceeds the Maximum Number of Securities, then:

(a) if

the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration

or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can

be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been

reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable

Securities pursuant to Section 2.2.1, pro rata, as nearly as practicable, based on the respective number of Registrable

Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities

that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of

Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)

and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been

requested pursuant to separate written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities

hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b) if

the Registration or registered offering is pursuant to a request by Persons other than the Holders of Registrable Securities, then the

Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities,

if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum

Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause

(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section

2.2.1, pro rata, as nearly as practicable, based on the respective number of Registrable Securities that each Holder has requested

be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included

in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the

Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or

other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D)

fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and

(C), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been

requested pursuant to separate written contractual piggy-back registration rights of such Persons other than the Holders of Registrable

Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1,

then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten

Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback

Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of

his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed

with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration,

the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration

used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal

by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection

with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary

in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection

with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant

to Section 2.2 shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 and shall not count

toward the Yearly Limit.

2.3 Market

Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated

Offering), if requested by the managing Underwriter, each Holder that is an executive officer or director of the Company or a Holder in

excess of 5.0% of the then-outstanding Common Stock agrees that it shall not Transfer any shares of Common Stock or other equity securities

of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company,

during the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering

(the “Underwritten Lock-Up Period”), except (i) to Permitted Transferees, (ii) as expressly permitted by such

lock-up agreement or (iii) in the event the Underwriters managing the offering otherwise consent in writing. Each Holder agrees to execute

a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions

as all other Holders). The Company will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-Up Period

binding on the Holders, nor will the Company be obligated to include in any Piggyback Registration any Registrable Securities that are

then subject to a “lock-up” agreement.

2.4 Block

Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding

any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective

Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving

a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an

“at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal,

(an “Other Coordinated Offering”), in each case, either (x) with an anticipated aggregate offering price reasonably

expected to be at least $25 million or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such

Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior

to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to

facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable

Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the

Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation

of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.4.2 Prior

to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or

Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering

shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents

or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything

to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block

Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.

2.4.3 Notwithstanding

anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering

initiated by a Demanding Holder pursuant to this Agreement.

2.4.4 The

Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sale

agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more

reputable nationally recognized investment banks).

2.4.5 Subject

to Section 2.4.6, each of (i) the Sponsor Holders, as a group, (ii) the Merlin Holders, as a group, (iii) the 2026 PIPE Holder,

and (iv) the PIPE Holders, as a group, may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section

2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to

this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4.

2.4.6 Notwithstanding

anything to the contrary in this Agreement, with respect to (i) the Sponsor Holders, as a group, or (ii) the Merlin Holders, as a group,

in no event may the number of Block Trades or Other Coordinated Offerings demanded pursuant to this Section 2.4 plus the number

of Underwritten Shelf Takedowns demanded pursuant to Section 2.1.4 exceed a total of three (3) demands for such group in any twelve

(12) month period.

2.5 Legends.

In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the

Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements

of this Section 2.5, if requested by the Holder, the Company shall cause the transfer agent for the Registrable Securities

(the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable

Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within one (1) trading

day of any such request therefor from the Holder; provided that the Company and the Transfer Agent have timely received from the Holder

customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith.

Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably

acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from

the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially

reasonable efforts to cause an opinion of the Company’s counsel be provided, in a form reasonably acceptable to the Transfer Agent,

to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the

earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective

registration statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated under the Securities Act (or any

successor rule promulgated thereafter by the Commission). If restrictive legends are no longer required for such Registrable Securities

pursuant to the foregoing, the Company shall, in accordance with the provisions of this section and within one (1) trading day of

any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation referred

to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the

Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company shall be responsible for the fees of its Transfer

Agent, its legal counsel and all DTC fees associated with such issuance.

Article

III

COMPANY PROCEDURES

3.1 General Procedures.

In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration

to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners

of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement

and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners),

and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare

and file with the Commission, as soon as reasonably practicable, a Registration Statement with respect to such Registrable Securities

and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable

Securities have ceased to be Registrable Securities;

3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the

Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered

on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions

applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration

Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan

of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior

to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such

Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all

exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each

preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration

or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such

Holders;

3.1.4 prior

to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities

covered by the Registration Statement under such securities or “blue sky” laws of

such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of

their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are

exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the

Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business

and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable

Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;

provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would

not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any

such jurisdiction where it is not then otherwise so subject;

3.1.5 cause

all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities

issued by the Company are then listed;

3.1.6 provide

a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of

such Registration Statement;

3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose, and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

3.1.8 prior

to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus

(or such shorter period of time as (a) may be necessary in order to comply with the Securities Act, the Exchange Act and the rules and

regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days

that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities and

its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

3.1.9 notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,

of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;

3.1.10 in

the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent

that is registered pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by

a majority of the participating Holders), the Underwriters or other financial institutions facilitating such Underwritten Offering, Block

Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained

by such Holders collectively, Underwriters or other financial institutions to participate, at each such Person’s own expense, in

the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information

reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection

with the Registration; provided, however, that such representative, Underwriters or financial institutions agree to confidentiality

arrangements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain

a “comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant

to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block

Trade, an Other Coordinated Offering or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject

to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably

requested by the Company’s independent registered public accountants and the Company’s counsel), in customary form and covering

such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales

agent or placement agent may reasonably request;

3.1.12 in

the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent

pursuant to a Registration Statement, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain

an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration,

addressed to the participating Holders, the broker, placement agent or sales agent, if any, and the Underwriters, if any, covering such

legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement

agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,

provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is

reasonably requested by such counsel for purposes of, such opinion or negative assurance letter;

3.1.13 in

the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent

pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales

agreement or placement agreement, in usual and customary form, with the managing Underwriter or broker, sales agent or placement agent

of such offering or sale;

3.1.14 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months

beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement

which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter

by the Commission);

3.1.15 with

respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior

executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter

in such Underwritten Offering; and

3.1.16 otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders participating

in such Registration, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing,

the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if

such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering

or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.

3.2 Registration

Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It

is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable

Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and,

other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal

counsel representing the Holders.

3.3 Requirements for Participation

in Underwritten Offerings. The Holders of Registrable Securities shall provide such information as may reasonably be requested by

the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration

Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities

under the Securities Act pursuant to Article II and in connection with the Company’s obligation to comply with federal and

applicable state securities Laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely provide the

Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable

Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to

effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten

Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder

unless such Person (i) agrees to sell such Person’s securities on the basis provided in any arrangements approved by the Company

and (ii) timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting

or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of

a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable

Securities to be included in such Registration.

3.4 Suspension of Sales;

Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon

receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall

forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus

correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as

soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus

may be resumed.

3.4.2 If

the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i) require

the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that

are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgment of the majority

of the Board, be seriously detrimental to the Company, and the majority of the Board concludes as a result that it is essential to defer

such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to

the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial

effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company

to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree

to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in

connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such

sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject

to Section 3.4.4, if (i) during the period starting with the date 60 days prior to the Company’s good faith estimate of the

date of the filing of, and ending on a date 120 days after the effective date of, a Company-initiated Registration, and provided that

the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable

Shelf Registration, or (ii) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company

and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, then, in each case, the Company

may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4.

3.4.4 The

right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2

or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than 90 consecutive

calendar days or more than 120 total calendar days in each case, during any 12-month period.

3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all

times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely

(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the

Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall

take such further action as any Holder may reasonably request, to the extent required from time to time to enable such Holder to

sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the

exemptions provided by Rule 144.

Article

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The

Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, agents and

each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable

and documented out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue

or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary

Prospectus or any amendment thereof or supplement thereto filed pursuant to this Agreement or any omission or alleged omission of a material

fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by

or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company

shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the

Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In

connection with any Registration Statement filed pursuant to this Agreement in which a Holder of Registrable Securities is participating,

such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably

requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”)

and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each Person who controls the

Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket

expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement

of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any

amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in,

in the case of an omission) any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,

however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and

the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such

Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify

the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities

Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any

Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to

which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification

hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit

such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense

is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its

consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume

the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus one local counsel if necessary

in the reasonable judgment of the indemnified party) for all parties indemnified by such indemnifying party with respect to such claim,

unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other

of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent

to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money

is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of

fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the

giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer

of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions

as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s

indemnification is unavailable for any reason.

4.1.5 If

the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified

party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party,

in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of

such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault

of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the

indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including

any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not

made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying

party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information

and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5

shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount

paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the

limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3, any legal or other fees, charges or out-of-pocket expenses

reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just

and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method

of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No Person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant

to this Section 4.1.5 from any Person who was not guilty of such fraudulent misrepresentation.

4.2 Waiver of Medallion

Guaranty. The parties agree and acknowledge that the Company has entered into that certain indemnification agreement, substantially

in the form attached as Exhibit B to this Agreement, in favor of Continental Stock Transfer & Trust Company (or any successor

transfer agent or warrant agent of the Company) in connection with the waiver of any requirement to provide a medallion guarantee in

connection with any Transfer of any shares of Common Stock or other equity securities of the Company by any Sponsor Holder, PIPE Holder,

or any of their Permitted Transferees.

Article

MISCELLANEOUS

5.1 Notices. All notices,

consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i)

in person, (ii) by facsimile or other electronic means (including email), with affirmative confirmation of receipt, (iii) one (1) Business

Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being

mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following

addresses (or at such other address for a party as shall be specified by like notice). Any notice or communication under this Agreement

must be addressed, if to the Company, to: Merlin, Inc., 129 South Street, Boston, MA 02111, Attention: Matthew George, Email: mg@merlinlabs.com,

with a copy (which shall not constitute notice) to Latham & Watkins LLP, 200 Clarendon St, Boston, MA 02116, Attention: Stephen Ranere

and Nick Dhesi, Email: Stephen.Ranere@lw.com and ramnik.dhesi@lw.com; and, if to any Holder, at such Holder’s address or contact

information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time

to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery

of such notice as provided in this Section 5.1.

5.2 Assignment; No Third-Party

Beneficiaries.

5.2.1 This

Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or

in part.

5.2.2 This

Agreement and the rights, duties and obligations of the Holders hereunder may not be assigned or delegated by the Holders in whole or

in part; provided, however, that, subject to Section 5.2.5, a Holder may assign the rights and obligations of such Holder

hereunder relating to particular Registrable Securities in connection with the transfer of such Registrable Securities to a Permitted

Transferee of such Holder (it being understood that no such Transfer shall reduce any rights of the Holder with respect to Registrable

Securities still held by such Holder). A Permitted Transferee receiving Registrable Securities from a Sponsor Holder shall become a Sponsor

Holder, a Permitted Transferee receiving Registrable Securities from a Merlin Holder shall become a Merlin Holder, and a Permitted Transferee

receiving Registrable Securities from a PIPE Holder shall become a PIPE Holder.

5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and

the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This

Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this

Agreement and Section 5.2.

5.2.5 No

assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company

unless such assignment is permitted under Section 5.2.2 and unless and until the Company shall have received (i) written notice

of such assignment as provided in Section 5.1 and (ii) the written agreement of the assignee, in a form reasonably satisfactory

to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of

joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts.

This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and

by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which

taken together shall constitute one and the same agreement.

5.4 Governing Law.

This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated

hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles

or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

5.5 Jurisdiction.

Any Legal Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in

the Court of Chancery of the State of Delaware (or, to the extent such court does not have jurisdiction, in the United States District

Court for the District of Delaware and to the extent such court does not have subject matter jurisdiction, the Superior Court of the State

of Delaware), and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Legal Proceeding,

(ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all

claims in respect of the Legal Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any Legal

Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained

shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise

proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Legal Proceeding, suit or

proceeding brought pursuant to this Section 5.5.

5.6 Waiver

of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED

HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY

WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

5.7 Amendments and Modifications.

Upon the written consent of the Company and the Holders of at least a majority in interest of the aggregate Registrable Securities at

the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any

of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing,

any amendment hereto or waiver hereof that adversely affects the Sponsor Holders shall also require the written consent of the Sponsor

Majority Holders so long as the Sponsor Holders and their respective affiliates hold, in the aggregate, at least one percent (1%) of

the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof

that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that

is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing

between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising

any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single

or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any

other rights or remedies hereunder or thereunder by such party.

5.8 Other Registration

Rights. Other than as provided in the Warrant Agreement, dated as of April 24, 2025, between

the Company and Continental Stock Transfer & Trust Company, the Company represents and warrants that no Person, other than a Holder

of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such

securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the

account of any other Person. For so long as the Sponsor Holders and their respective affiliates

hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees

and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock)

pursuant to the Securities Act that are more favorable or senior to those granted to the Holders hereunder (such rights “Competing

Registration Rights”) without the prior written consent of the Sponsor Majority Holders, not to be unreasonably withheld,

delayed or conditioned. Further, the Company represents and warrants that this Agreement supersedes any other registration rights

agreement or agreement with similar terms and conditions, and in the event of a conflict between any such agreement or agreements and

this Agreement, the terms of this Agreement shall prevail.

5.9 Term. This Agreement

shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) with respect to any Holder, the

date that such Holder no longer holds any Registrable Securities. The provisions of Article IV shall survive any termination.

5.10 Holder

Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held

by such Holder in order for the Company to make determinations hereunder.

5.11 Additional

Holders; Joinder. In addition to Persons who may become Holders pursuant to Section 5.2, subject to the prior written consent

of at least a majority in interest of the aggregate Registrable Securities at the time in question, the Company may make any Person who

acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such Person, an “Additional

Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A

attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional

Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common

Stock of the Company then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common

Stock”) shall be Registrable Securities to the extent provided herein and therein, and such Additional Holder shall be a

Holder under this Agreement with respect to such Additional Holder Common Stock.

5.12 Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified

or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,

legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,

legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other

provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision

a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,

illegal or unenforceable provision.

5.13 Entire

Agreement; Restatement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached

hereto, which exhibits and schedules are incorporated herein by reference, embody the entire agreement and understanding of the parties

hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants

or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which

collectively supersede all prior agreements and the understandings among the parties with respect to the subject matter contained herein.

Upon the effectiveness of this Agreement, the Prior RRA shall be deemed amended and restated and replaced by this Agreement and no longer

be of any force or effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be executed as of the date first written above.

COMPANY:

Merlin, Inc.,

a Delaware corporation

By:

Name: Matthew George

Title: Chief Executive Officer

[Signature Page to Amended and Restated Registration

Rights Agreement]

IN WITNESS WHEREOF, the undersigned

have caused this Agreement to be executed as of the date first written above.

MERLIN HOLDERS:

By:

Name:

Title:

[Signature Page to Amended and Restated Registration

Rights Agreement]

SPONSOR:

BLEICHROEDER SPONSOR 1 LLC, a Delaware limited liability company

By:

Name:

Title:

OTHER SPONSOR HOLDERS:

[ ● ]

By:

Name:

Title:

[ ● ]

By:

Name:

Title:

[Signature Page to Amended and Restated Registration

Rights Agreement]

PIPE HOLDERS:

[ ● ]

[Signature Page to Amended and Restated Registration

Rights Agreement]

2026 PIPE HOLDER:

[ ● ]

[Signature Page to Amended and Restated Registration

Rights Agreement]

Exhibit A

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

JOINDER

The undersigned is executing

and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement,

dated as of April 29, 2026 (as the same may hereafter be amended, the “Registration Rights Agreement”), among

Merlin, Inc., a Delaware corporation (the “Company”), and the other Persons named as parties therein. Capitalized

terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering

this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby

agrees to become a party to, to be bound by and to comply with the Registration Rights Agreement as a Holder of Registrable Securities

in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement as [a Sponsor Holder / a Merlin

Holder / a PIPE Holder], and the undersigned’s [shares of Common Stock] shall be included as Registrable Securities under the Registration

Rights Agreement to the extent provided therein; provided, however, that the undersigned and its permitted assigns (if any) shall

not have any rights as Holders, and the undersigned’s (and its transferees’) [shares of Common Stock] shall not be included

as Registrable Securities, for purposes of the Excluded Sections.

For purposes of this Joinder,

“Excluded Sections” shall mean [ ].

Accordingly, the undersigned

has executed and delivered this Joinder as of the __________ day of __________, 20__.

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of

____________, 20__

[ ● ]

By:

Name:

Its:

Exhibit B

[ ● ]

[ ], 2026

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Re: Indemnification in-lieu-of Medallion Signature

Guarantee

To whom it may concern:

This letter is in regards

to the transfer by [Bleichroeder Sponsor 1 LLC / Name of Sponsor Holder] to [ ], of [ ] shares of Common

Stock of Merlin, Inc. (formerly known as Bleichroeder Acquisition Corp. I) (the “Company”). Please be advised that

the Company authorizes Continental Stock Transfer & Trust Company to process the subject transfer, which includes securities that

have been duly endorsed by the registered holder but do not bear a customary medallion signature guarantee. The Company agrees to indemnify

Continental Stock Transfer & Trust Company against all losses, damages, costs, charges and expenses that it may in any way sustain,

incur, or become liable for by reason related to the above referenced transaction.

I, [ ● ],

a duly authorized officer of the Company, have the authority to execute this indemnification on behalf of the Company.

Very truly yours,

[●]

By:

Name:

Title:

EX-99.1 — PRESS RELEASE, DATED APRIL 29, 2026

EX-99.1

Filename: ea028818001ex99-1.htm · Sequence: 5

Exhibit 99.1

Merlin,

Inc. Announces $80 Million PIPE Investment to Accelerate Program Execution and Unlock New Growth Opportunities

BOSTON — April

29, 2026 (BUSINESS WIRE) — Merlin, Inc. (Nasdaq: MRLN) (“Merlin” or the “Company”), a leading developer

of assured, autonomous flight technology, today announced that it has entered into a securities purchase agreement with an existing fundamental

institutional shareholder to raise $80 million of equity capital via a private investment in public equity (“PIPE”).

The Company currently has

approximately $107 million in cash and cash equivalents and, with this financing, expects total cash resources of $183 million, reinforcing

balance sheet strength and providing substantial financial flexibility to accelerate Merlin’s growth plan, 2026-2027 program milestones

and commercial launch timeline.

Proceeds from the investment

will be used to support revenue generation and long-term value creation, including to advance and expand Merlin’s core platform

development, fund regulatory approval activities, scale program capacity, and support the execution and expansion of existing and new

customer contracts.

“This investment

reflects the continued conviction of a long-term partner who knows our business well and has seen our progress firsthand,” said

Matt George, CEO and Founder of Merlin, Inc. “We have a clear program roadmap and a defined path to revenue, and this capital provides

additional flexibility to accelerate execution against both, unlocking growth opportunities that were previously out of reach.”

Cantor Fitzgerald &

Co. acted as lead placement agent and TD Cowen acted as co-placement agent for the transaction.

Latham & Watkins, LLP

served as legal counsel to Merlin, Inc. Jones Day served as legal counsel to the placement agents.

Under the terms of the

securities purchase agreement, the Company will issue, for an aggregate purchase price of $80 million, 8 million shares of common stock

(the “Issued Shares”), and warrants to purchase 4 million shares of common stock at a strike price of $6.67 per share, with

an expiry date of 5 years from the issue date.

The parties expect the

transaction to close on or about May 1, 2026.

The offer and sale of the

foregoing securities are made in a transaction not involving a public offering, and the foregoing securities have not been registered

under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws, and are being issued

and sold in reliance on Section 4(a)(2) of the Securities Act. Accordingly, the securities may not be reoffered or resold in the United

States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities

Act and such applicable state securities laws. Merlin has agreed to file a registration statement with the Securities and Exchange Commission

registering the resale of the Issued Shares and the shares of common stock issuable upon the exercise of the foregoing securities.

This press release shall

not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of

these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

About Merlin

Merlin is the leading

U.S.-based developer of cost-effective, takeoff-to-touchdown autonomy for both legacy and next-generation airborne systems. Our aircraft-agnostic,

AI-powered software is purpose-built for military and civil programs, and is powering an expanding range of missions and aircraft, proven

through hundreds of autonomous flights from test facilities across the globe. With $100M+ total in awarded contracts from military customers,

Merlin is helping to solve national security challenges through safe, reliable autonomy. To learn more, visit www.merlinlabs.com or follow

us on X @merlinaero.

Cautionary Statement Regarding Forward-Looking

Statements

This press release contains forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical

fact should be considered forward-looking statements, including without limitation statements regarding the closing of the private placement

and the anticipated use of proceeds therefrom. These forward-looking statements are based largely on our current expectations and projections

about future events and trends. These forward-looking statements are neither promises nor guarantees, but involve known and unknown risks

and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed

or implied, including without limitation the risks, uncertainties, and assumptions as described in our filings with the Securities and

Exchange Commission, including our 424(b)(3) Prospectus dated April 21, 2026. Except as required by applicable law, we undertake no obligation

to update any of these forward-looking statements for any reason after the date of this press release.

Contact:

Media Contact Kate Gundry

617-842-6064

merlin@pluckpr.com

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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Data Type:

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duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Name:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Data Type:

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- Details

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