Form 8-K

8-K — Assertio Holdings, Inc.

Accession: 0001104659-26-054488

Filed: 2026-05-04

Period: 2026-05-01

CIK: 0001808665

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2611405d19_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2611405d19_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611405d19_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611405d19_8k.htm · Sequence: 1

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0001808665

2026-05-01

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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): May 1, 2026

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-39294

85-0598378

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 South Saunders Rd., Suite 300

Lake Forest, IL

60045

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (224) 419-7106

Not Applicable

(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 (see General Instruction

A.2. below):

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

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

Pre-commencement communications pursuant to

Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ASRT

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.

Amended and Restated Agreement and Plan of

Merger

On May 1, 2026, Assertio Holdings, Inc. (the “Company”

or “Assertio”) entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and

Restated Merger Agreement”) with Garda Therapeutics, Inc., a Delaware corporation (“Parent”),

and Audi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), which

amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “Original Merger Agreement”),

by and among the Company, Parent and Purchaser. Pursuant to the Amended and Restated Merger Agreement, the Company and Parent have agreed

to increase the Offer Price (as defined below) from (x) $18.00 per share of the Company’s common stock (the “Common

Stock”) plus one non-tradeable contingent value right representing the right to receive certain contingent payments

in cash on or prior to the applicable milestone outside dates to (y) $21.80 per share of

Common Stock in cash, without interest and without a contingent value right.

The Amended and Restated Merger Agreement provides

for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the “Offer”)

by Purchaser for all of the Company’s outstanding shares of Common Stock, for $21.80 per share of Common Stock in cash (the “Offer

Price”) and (ii) following the completion of the Offer, the merger of Purchaser with and into the Company (the “Merger”)

with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”).

The Company’s Board of Directors (the “Board”)

has unanimously approved the Merger and the Amended and Restated Merger Agreement and recommended that the stockholders of the Company

accept the Offer and tender their shares of Common Stock pursuant to the Offer. Under the Amended and Restated Merger Agreement, Purchaser

is required to commence the Offer on or before May 4, 2026. The Offer will initially expire at one minute after 11:59 p.m., Eastern Time

on the date that is twenty (20) business days following the commencement of the Offer, subject to extension under certain circumstances.

Consistent with, and unchanged from, the Original

Merger Agreement, the Amended and Restated Merger Agreement provides that, at the effective time of the Merger (the “Effective

Time”), by virtue of the Merger and without any action on the part of the holders, (i) each outstanding share of Common

Stock of the Company, other than any shares of Common Stock held in the treasury of the Company or owned, directly or indirectly, by Parent

or Purchaser, or by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be converted

into the right to receive the Offer Price, without interest, less any required withholding taxes (the “Merger Consideration”);

(ii) each option to purchase shares of Common Stock (a “Company Stock Option”) under any employee, director,

or consultant stock option, stock purchase or equity compensation plan, arrangement, or agreement of the Company (the “Company

Stock Plans”), including the Company’s Amended and Restated 2014 Omnibus Incentive Plan, the Company’s Inducement

Incentive Plan, the Company’s Second Amended and Restated 2004 Equity Incentive Plan and the Zyla Life Sciences Amended and Restated

2019 Stock-Based Incentive Compensation Plan, in accordance with the terms thereof, whether vested or unvested, that is outstanding immediately

prior to the Effective Time shall be canceled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of

any such canceled Company Stock Option as soon as practicable following the Effective Time (and in no event later than ten (10) business

days after the Effective Time) an amount in cash (without interest, and subject to deduction for any required withholding tax) equal to

the product of (a) the excess of the Merger Consideration over the exercise price per share under such Company Stock Option and (b) the

number of shares subject to such Company Stock Option; provided, that if the exercise price per share (as adjusted for the conversion

described above) of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall

be canceled without any cash payment being made in respect thereof; and (iii) each restricted stock unit settleable in shares of Common

Stock granted under the Company Stock Plans (each, a “Company RSU”) that is outstanding and unvested as of immediately

prior to the Effective Time will vest in full and will automatically be cancelled and converted into the right to receive an amount in

cash equal to the Merger Consideration per Company RSU.

Purchaser’s obligation to accept shares

of Common Stock tendered in the Offer is subject to certain customary conditions for a transaction of this type, including: (i) that the

number of shares of Common Stock validly tendered and not validly withdrawn in accordance with the terms of the Offer, together with any

shares of Common Stock beneficially owned by Purchaser or any affiliate of Purchaser, equals at least one share more than fifty percent

(50%) of all shares of Common Stock then issued and outstanding; (ii) the Company shall have Closing Net Cash (as defined in the Amended

and Restated Merger Agreement) of at least $95,000,000; and (iii) the absence of any law that makes illegal the Offer, the Merger or any

of the other transactions contemplated by the Amended and Restated Merger Agreement (the “Transactions”), prohibits

or limits Parent’s ownership of the Company or the Company’s, Parent’s or any of their respective subsidiaries’

businesses or assets, or imposes limitations on Parent’s rights of ownership of the Common Stock. The obligations of Parent and

Purchaser to consummate the Offer and the Merger under the Amended and Restated Merger Agreement are not subject to a financing condition.

Following the completion of the Offer, upon the

terms and conditions set forth in the Amended and Restated Merger Agreement and in accordance with Section 251(h) of the Delaware General

Corporation Law, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The

Merger will be effected as soon as practicable following the time of purchase by Purchaser of shares of Common Stock validly tendered

and not withdrawn in the Offer.

Consistent with, and unchanged from, the Original

Merger Agreement, the Company, Parent and Purchaser have each made customary representations, warranties and covenants in the Amended

and Restated Merger Agreement, including covenants of the Company regarding the operation of the Company’s business prior to the

Effective Time, as well as representations and warranties of Parent and Purchaser with respect to, among other things, Parent having sufficient

cash, available lines of credit or other sources of immediately available funds to consummate the Transactions.

In addition, pursuant to the Amended and Restated

Merger Agreement, the Company has agreed to customary “no shop” restrictions on its ability to, among other things, initiate,

solicit or knowingly encourage alternative acquisition proposals from third parties and engage in discussions or negotiations with third

parties regarding alternative acquisition proposals, subject to certain customary exceptions.

The Amended and Restated Merger Agreement contains

customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including if the Acceptance

Time shall not have occurred on or before July 2, 2026. If the Amended and Restated Merger Agreement is terminated under certain circumstances

specified in the Amended and Restated Merger Agreement, including in connection with the Company’s entry into an agreement with

respect to a Superior Proposal, the Company will be required to pay Parent a termination fee of $5,810,000. In addition, if the Company

terminates the Amended and Restated Merger Agreement due to Parent’s or Purchaser’s breach of their representations, warranties,

covenants or agreements, or due to Parent’s withdrawal of financing, Parent shall pay the Company a termination fee of $5,810,000

(the “Parent Termination Fee”).

The foregoing description of the Amended and Restated Merger Agreement

does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Merger Agreement, a copy of

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

The Amended and Restated Merger Agreement has been included to provide

investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent,

Purchaser or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Amended and Restated

Merger Agreement were made only for purposes of the Amended and Restated Merger Agreement and as of specific dates, were made solely for

the benefit of the parties to the Amended and Restated Merger Agreement, may be subject to limitations agreed upon by the parties, including

being qualified by confidential disclosures made for the purpose of allocating contractual risk among the parties rather than establishing

matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable

to investors.

Equity Commitment Letter

Concurrently with the execution of the Amended

and Restated Merger Agreement, Joseph M. Limber and Brett K.E. Lund (collectively, the “Equity Investors”) delivered

to the Company a duly executed equity commitment letter with Parent, dated as of the date of the Amended and Restated Merger Agreement,

pursuant to which the Equity Investors irrevocably committed to purchase equity of Parent for an aggregate investment amount of $22,200,000

(the “Equity Financing”), to be funded to Parent prior to the Acceptance Time. The proceeds of the Equity Financing

will be used by Parent to fund a portion of the aggregate Merger Consideration and related transaction costs.

Debt Commitment Letter

Concurrently with the execution of the Amended

and Restated Merger Agreement, Colbeck Capital Management, LLC (“Colbeck”) delivered to Parent a duly executed

amended and restated debt commitment letter, dated as of the date of the Amended and Restated Merger Agreement, pursuant to which Colbeck

committed to provide (i) a senior secured term loan facility in an aggregate principal amount of $80,000,000 and (ii) a senior secured

delayed draw term loan facility in an aggregate principal amount of $50,000,000 (collectively, the “Debt Financing”).

The proceeds of the Debt Financing will be used to finance the Transactions, pay fees and expenses incurred in connection with the Transactions,

and for general corporate purposes.

Limited Guarantees

Concurrently with the execution of the Amended

and Restated Merger Agreement, Parent and Joseph M. Limber each delivered to the Company a limited guarantee (together, the “Limited

Guarantees”) in favor of the Company, pursuant to which Parent, and Mr. Limber (with respect to Parent’s obligations

under its Limited Guarantee), unconditionally and irrevocably guaranteed to the Company the due and punctual payment of (a) the Parent

Termination Fee payable pursuant to the Amended and Restated Merger Agreement and (b) any amounts payable by Parent pursuant to the Amended

and Restated Merger Agreement in respect of the reimbursement of costs and expenses or indemnification obligations relating to the Debt

Financing. The maximum aggregate liability of each of Parent and Mr. Limber under the Limited Guarantees is capped at the sum of the Parent

Termination Fee and such reimbursement and indemnification amounts. The Limited Guarantees will terminate upon the earliest of the Effective

Time, receipt by the Company of all guaranteed obligations, or termination of the Amended and Restated Merger Agreement under circumstances

in which the Parent Termination Fee is not payable.

Support Agreements

Concurrently with the execution of the Original

Merger Agreement, certain beneficial owners of Common Stock entered into tender and support agreements (the “Support Agreements”)

with Parent and Purchaser pursuant to which such parties agreed, among other things, to irrevocably tender the shares of Common Stock

held by them and certain of their affiliates in the Offer, upon the terms and subject to the conditions of such agreements. The Support

Agreements will terminate upon certain circumstances, including upon termination of the Amended and Restated Merger Agreement or if the

Company’s Board of Directors votes to approve a Superior Proposal.

Convertible Notes Tender Offer

As of the date of the Amended and Restated Merger

Agreement, an aggregate principal amount of $40,000,000 of the Company’s 6.50% Convertible Notes due 2027 (the “Convertible

Notes”) issued pursuant to the Indenture, dated as of August 25, 2022, between the Company and U.S. Bank Trust Company,

National Association, as Trustee (the “Indenture”), were outstanding. Pursuant to the Amended and Restated Merger

Agreement, the Company is required to comply in all material respects with its obligations under the terms of the Indenture, including

taking all actions required by it to be taken prior to the Effective Time as a result of the consummation of the Merger. In addition,

after the date of the Amended and Restated Merger Agreement and substantially concurrently with the Offer, the Company or the Surviving

Corporation, as applicable, will use commercially reasonable efforts to make an offer and consent solicitation (the “Note

Offer”) to purchase the Convertible Notes at a purchase price approved by Purchaser and Parent, contingent upon the occurrence

of a “Fundamental Change” (as defined in the Indenture) as a result of the Merger (which purchase price will equal 100% of

the principal amount of the Convertible Notes plus accrued and unpaid interest thereon through the stated maturity date), and to purchase,

after the Acceptance Time and prior to or concurrently with the occurrence of the Closing, any Convertible Notes tendered and not withdrawn

as of the expiration date of the Note Offer. The consent solicitation will seek consent to remove Section 4.11 of the Indenture, and holders

who tender Convertible Notes pursuant to the Note Offer will be required to deliver consents with respect to such proposed amendment and

may not deliver consents without tendering their Convertible Notes. Following consummation of the Merger, Parent and Purchaser will, or

will cause the Company to, comply with the provisions of Article 15 of the Indenture with respect to any Convertible Notes that remain

outstanding after the consummation of the Note Offer.

Item 7.01. Regulation FD Disclosure.

On May 4, 2026, the Company issued a press release

announcing the Amended and Restated Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01, including

Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by

specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on

Form 8-K (this “Current Report”) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking

statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition,

or otherwise, based on current beliefs. Forward-looking statements speak only as of the date they are made and should not be relied upon

as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved

or will occur. In particular, this Current Report contains forward-looking statements regarding Assertio Holdings, Inc. (the “Company”),

the proposed tender offer by Audi Merger Sub, Inc., a wholly owned subsidiary of Garda Therapeutics, Inc. (“Parent”), to acquire

all outstanding shares of the Company’s common stock and the subsequent merger pursuant to which the Company would become a wholly

owned subsidiary of Parent, including, without limitation, statements regarding the expected timing and completion of these transactions

and the parties’ ability to satisfy the conditions to consummation. Forward-looking statements can often, but not always, be identified

by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,”

“expect,” “goal,” “intend,” “may,” “might,” “opportunity,” “plan,”

“potential,” “project,” “seek,” “should,” “strategy,” “target,”

“will,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology.

These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties,

many of which are beyond the Company’s control and subject to change. Actual results could differ materially from those expressed

or implied by these forward-looking statements. Important factors that could cause actual results to differ materially include, among

others: risks associated with the timing of the closing of the Transactions, including the risks that a condition to closing would not

be satisfied within the expected timeframe or at all or that the closing of the Transactions will not occur in which case Rolvedon would

be the Company’s only product; uncertainties as to how many of the Company’s stockholders will tender their shares in the

Offer; the possibility that competing offers will be made; the possibility that a governmental entity may prohibit, delay or refuse to

grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise

to the termination of the Transactions; the outcome of any legal proceedings that may be instituted against the parties and others related

to the Transactions; unanticipated difficulties or expenditures relating to the Transactions; the effect of the announcement or pendency

of the Transactions on the Company’s business and operating results (including the response of business partners and competitors

and potential difficulties in employee retention as a result of the announcement and pendency of the Transactions); risks related to the

diverting of management’s attention from the Company’s ongoing business operations; general economic and market conditions;

and other risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission, including

its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings. Many of these risks and uncertainties may be exacerbated

by public health emergencies and general macroeconomic conditions. The foregoing list of factors is not exhaustive. You should not place

undue reliance on any forward-looking statements. The Company does not assume, and hereby disclaims, any obligation to update or revise

any forward-looking statements, except as required by law.

Additional Information

and Where to Find It

The tender offer for

the outstanding shares of the Company referenced in this communication has not yet commenced. This communication is for informational

purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender

offer materials that Parent and its subsidiary will file with the SEC. At the time the tender offer is commenced, Parent and its subsidiary

will file tender offer materials on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule

14D-9 with the SEC with respect to the tender offer.

THE TENDER OFFER MATERIALS

(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION

STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS

CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

THAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.

The Offer to Purchase,

the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will

be made available to all holders of shares of the Company’s Common Stock at no expense to them. The tender offer materials and the

Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov or by accessing

the Investor Relations section of the Company’s website at https://investor.assertiotx.com.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

2.1*

Amended and Restated Agreement and Plan of Merger between the Company, Parent and Purchaser, dated May 1, 2026.

99.1

Press Release of the Company, dated May 4, 2026.

104

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

* Certain annexes, schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a

confidential basis upon request.

SIGNATURES

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

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

ASSERTIO HOLDINGS, INC.

Date: May 4, 2026

By:

/s/ Sam Schlessinger

Sam Schlessinger

Executive Vice President, General Counsel

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2611405d19_ex2-1.htm · Sequence: 2

Exhibit 2.1

STRICTLY CONFIDENTIAL

Execution Version

AMENDED AND RESTATED AGREEMENT AND PLAN OF

MERGER

by and among

GARDA THERAPEUTICS, INC.

as Parent

AUDI MERGER SUB, INC.

as Purchaser,

and

ASSERTIO HOLDINGS, INC.

as the Company

Dated as of May 1, 2026

TABLE OF CONTENTS

Page

Article I

THE OFFER

Section 1.1

The Offer

Section 1.2

Offer Documents

Section 1.3

Company Actions

Article II

THE MERGER

Section 2.1

The Merger

Section 2.2

Closing

Section 2.3

Effective Time

Section 2.4

Effects of the Merger

Section 2.5

Merger Without Meeting of Stockholders

Section 2.6

Certificate of Incorporation; Bylaws

Section 2.7

Directors

Section 2.8

Officers

Article III

EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

Section 3.1

Conversion of Capital Stock

Section 3.2

Treatment of Options and Other Equity-Based Awards

Section 3.3

Exchange and Payment

Section 3.4

Other Closing Payments

Section 3.5

Dissenting Shares

Section 3.6

Withholding Rights

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1

Organization, Standing and Power

Section 4.2

Capital Stock

Section 4.3

Authority

Section 4.4

No Conflict; Consents and Approvals

Section 4.5

SEC Reports; Financial Statements

Section 4.6

No Undisclosed Liabilities

Section 4.7

Certain Information

Section 4.8

Absence of Certain Changes or Events

Section 4.9

Litigation; Orders

Section 4.10

Compliance with Laws

Section 4.11

Benefit Plans

Section 4.12

Labor Matters

Section 4.13

Environmental Matters

Section 4.14

Taxes

TABLE OF CONTENTS

(Continued)

Page

Section 4.15

Contracts

Section 4.16

FDA and Regulatory Matters

Section 4.17

Insurance

Section 4.18

Properties

Section 4.19

Intellectual Property

Section 4.20

Data Privacy

Section 4.21

State Takeover Statutes; Anti-Takeover Provisions

Section 4.22

Section 251(h)

Section 4.23

Affiliate Transactions

Section 4.24

Brokers

Section 4.25

Opinion of Financial Advisor

Section 4.26

International Trade Laws; Anti-Bribery

Section 4.27

No Other Representations or Warranties

Article V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Section 5.1

Organization, Standing and Power

Section 5.2

Authority

Section 5.3

No Conflict; Consents and Approvals

Section 5.4

Certain Information

Section 5.5

Litigation

Section 5.6

Ownership and Operations of Purchaser

Section 5.7

Financing

Section 5.8

Vote/Approval Required

Section 5.9

Ownership of Shares

Section 5.10

Brokers

Section 5.11

No Other Representations or Warranties

Section 5.12

Access to Information

Article VI

COVENANTS

Section 6.1

Conduct of Business of the Company

Section 6.2

Conduct of Business of Parent and Purchaser Pending

the Merger

Section 6.3

No Control of Other Party’s Business

Section 6.4

Company Board Recommendation; Acquisition Proposals

Section 6.5

Access to Information; Confidentiality

Section 6.6

Regulatory Approvals; Consents

Section 6.7

Employment and Employee Benefits Matters; Other Plans

Section 6.8

Takeover Laws

Section 6.9

Notification of Certain Matters

Section 6.10

Directors’ and Officers’ Indemnification,

Exculpation and Insurance

TABLE OF CONTENTS

(Continued)

Page

Section 6.11

Rule 16b-3

Section 6.12

Public Announcements

Section 6.13

Obligations of Purchaser

Section 6.14

Convertible Notes

Section 6.15

Company Financing Cooperation

Section 6.16

Parent Financing

Article VII

CONDITIONS PRECEDENT

Section 7.1

Conditions to Each Party’s Obligation to Effect

the Merger

Section 7.2

Frustration of Closing Conditions

Article VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1

Termination

Section 8.2

Effect of Termination

Section 8.3

Fees and Expenses

Article IX

MISCELLANEOUS

Section 9.1

Non-Survival of Representation and Warranties

Section 9.2

Amendment or Supplement

Section 9.3

Extension of Time; Waiver

Section 9.4

Notices

Section 9.5

Certain Definitions

Section 9.6

Interpretation

Section 9.7

Entire Agreement

Section 9.8

Parties in Interest

Section 9.9

Governing Law

Section 9.10

Submission to Jurisdiction

Section 9.11

Assignment; Successors

Section 9.12

Specific Performance

Section 9.13

Currency

Section 9.14

Severability

Section 9.15

Waiver of Jury Trial

Section 9.16

Counterparts

Section 9.17

Electronic Signature

Section 9.18

No Presumption Against Drafting Party

Section 9.19

Parent Guarantee

Section 9.20

Debt Financing Matters

iii

Exhibit List

Exhibit A

Form of Tender and Support Agreement

Exhibit B

Offer Conditions

Exhibit C

Amended and Restated Certificate of Incorporation of the Surviving Corporation

Exhibit D

Amended and Restated Bylaws of the Surviving Corporation

Exhibit E

Equity Commitment Letter

Exhibit F

Debt Commitment Letter

Exhibit G

Limited Guarantees

INDEX OF DEFINED TERMS

Definition

Location

Acceptance Time

1.1(c)

Acquisition Proposal

6.4(c)(i)

Acquisition Transaction

9.5(a)

Action

4.9

Affiliate

9.5(b)

Agreement

Preamble

Alternative Acquisition Agreement

6.4(b)(iii)

Alternative Financing

6.16(a)

Anti-Corruption Law

4.26(c)

Antitrust Law

6.6(j)

Asset Purchase Agreement

Recitals

Asset Purchaser

Recitals

Balance Sheet Date

4.8

Book-Entry Shares

3.3(b)

Business Day

9.5(c)

Certificate of Merger

2.3

Certificates

3.3(b)

Change of Recommendation Notice

6.4(a)(iii)

Closing

2.2

Closing Date

2.2

Closing Net Cash

9.5(d)

Code

4.11(b)(i)

Commitment Letters

5.7(a)(ii)

Company

Preamble

Company Board

4.3(b)

Company Board Recommendation

6.4(a)

Company Board Recommendation Change

6.4(a)(ii)

Company Disclosure Letter

Article IV

Company Employee

6.7(a)

Company Equity Awards

3.2(b)

Company Equity Plans

3.2(a)

Company Fundamental Representations

9.5(e)

Company Plans

4.11(a)

Company Registered IP

4.19(a)

Company RSU

3.2(b)

Company RSU Cash Consideration

3.2(b)

Company SEC Documents

4.5(a)

Company Stock Option

3.2(a)

Company Stock Option Cash Consideration

3.2(a)

Company Termination Fee

8.3(b)

Confidentiality Agreement

6.5(b)

Contract

4.4(a)

control

9.5(f)

Convertible Notes

9.5(g)

COVID-19

9.5(h)

Debt Commitment Letter

5.7(a)(ii)

Debt Financing

5.7(a)(ii)

Debt Financing Source

9.5(i)

DGCL

Recitals

Dissenting Shares

3.5

DTC

3.3(e)

DTC Payment

3.3(e)

Effect

4.1(a)

Effective Time

2.3

Effects

4.1(a)

Environmental Laws

4.13(c)(i)

Environmental Permits

4.13(c)(ii)

Equity Award Holders

3.4

Equity Commitment Letter

5.7(a)(i)

Equity Financing

5.7(a)(i)

Equity Investor

5.7(a)(i)

Equity Investors

5.7(a)(i)

ERISA

4.11(a)

Exchange Act

1.1(a)

Expiration Date

1.1(b)

FDA

4.16(a)

FDA Laws

4.16(a)

FDA Permits

4.16(a)

Financings

5.7(a)(ii)

Foreign Antitrust Laws

4.4(b)

GAAP

4.5(b)

Governmental Entity

4.4(b)

Guarantors

5.7(a)(iii)

Health Care Laws

9.5(j)

HSR Act

4.4(b)

Indemnified Parties

6.10(a)

Indenture

9.5(k)

Initial Expiration Date

1.1(b)

Intellectual Property

4.19(c)

International Trade Laws

4.26(d)(i)

Intervening Event

9.5(l)

IRS

4.11(a)

knowledge

9.5(m)

Law

4.4(a)

Lender

5.7(a)(ii)

Liens

4.2

Limited Guarantees

5.7(a)(iii)

made available

9.5(n)

Material Adverse Effect

4.1(a)

Material Contract

4.15

Materials of Environmental Concern

4.13(c)(iii)

Measurement Date

4.2

Merger

Recitals

Merger Consideration

3.1(a)

NASDAQ

1.1(e)

Note Offer

6.14

Offer

Recitals

Offer Conditions

1.1(a)

Offer Documents

1.2

Offer Price

Recitals

Offer to Purchase

1.2

Organizational Documents

9.5(o)

Original Agreement

Recitals

Outside Date

8.1(b)(i)

Parent

Preamble

Parent Disclosure Letter

Article V

Parent Material Adverse Effect

5.1(a)

Parent Plan

6.7(c)

Parent Termination Fee

8.3(c)

Paying Agent

3.3(a)

Payment Fund

3.3(a)

Permits

4.10

Person

9.5(p)

Personal Information

4.20(a)

Pre-Consummation Warning Letter

6.6(h)

Privacy Requirements

4.20(a)

Product

4.16(h)(i)

Public Health Measures

9.5(q)

Purchaser

Preamble

Representatives

6.4(b)(i)

Sanctioned Jurisdiction

4.26(d)(ii)

Sanctioned Person

4.26(d)(iii)

Sanctions Authority

4.26(d)(iv)

Schedule 14D-9

1.3(b)

Schedule TO

1.2

SEC

1.1(e)

Securities Act

4.5(a)

Security Incident

4.20(c)

Recitals

Significant Subsidiary

9.5(s)

Subsidiary

9.5(t)

Superior Proposal

6.4(c)(ii)

Support Agreement

Recitals

Surviving Corporation

Recitals

Takeover Laws

4.21

Tax

4.14(e)(i)

Tax Returns

4.14(e)(ii)

Termination Fees

8.3(c)

WARN

6.7(e)

Willful Breach

8.2

vii

AMENDED AND RESTATED AGREEMENT AND PLAN OF

MERGER

This AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 1, 2026, is by and among (i) Garda Therapeutics, Inc.,

a Delaware corporation (“Parent”), (ii) Audi Merger Sub, Inc., a Delaware corporation and a wholly-owned

Subsidiary of Parent (“Purchaser”) and (iii) Assertio Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, on April 8,

2026, Parent, Purchaser and the Company entered into that certain Agreement and Plan of Merger (the “Original Agreement”),

and the parties hereto have determined to amend and restate the Original Agreement in its entirety as set forth herein;

WHEREAS, it is proposed that

Purchaser shall commence a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par

value $0.0001 per share, of the Company (the “Shares”) at a price per Share of $21.80 payable in cash without interest

(the “Offer Price”), on the terms and subject to the conditions set forth herein;

WHEREAS, the parties intend

(i) that the Merger shall be effected in accordance with Section 251(h) of the General Corporation Law of the State of

Delaware (the “DGCL”) if the conditions of Section 251(h) can be satisfied, and shall be consummated as

soon as practicable following the completion of the Offer, and (ii) at the Effective Time, Purchaser shall be merged with and into

the Company (the “Merger”) and, following the Merger, the separate corporate existence of Purchaser shall cease and

the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned

subsidiary of Parent;

WHEREAS, concurrently with

the execution of the Original Agreement, and as a condition and inducement to the willingness of Parent and Purchaser to enter into this

Agreement, certain of the Company’s stockholders are entering into tender and support agreements with Parent and Purchaser, substantially

in the form attached hereto as Exhibit A (each, a “Support Agreement”) pursuant to which, among other

things, such stockholders have agreed to tender their Shares to Purchaser in the Offer;

WHEREAS, the Boards of Directors

of Parent, Purchaser and the Company have each (i) determined that the Merger is in the best interests of their respective companies

and stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby (including the Offer

and the Merger) on the terms and subject to the conditions set forth in this Agreement and (iii) resolved and agreed to recommend

that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer;

WHEREAS, the Board of Directors

of the Company has resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated

hereby;

WHEREAS, prior to the execution

of this Agreement, the Company and certain of its Subsidiaries have entered into an asset purchase agreement, dated as of April 8,

2026 (the “Asset Purchase Agreement”), with Cosette Pharmaceuticals, Inc. (“Asset Purchaser”)

pursuant to which, among other things, Asset Purchaser has acquired certain assets, properties, and businesses of the Company;

WHEREAS, as a material inducement

for the Company to enter into this Agreement, concurrently with the execution of this Agreement, each Guarantor (as defined below) has

delivered a Limited Guarantee (as defined below) in favor of the Company with respect to certain obligations of Parent and Purchaser

under this Agreement; and

WHEREAS, Parent, Purchaser

and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger

and also to prescribe certain conditions to the Merger as specified herein.

AGREEMENT

NOW, THEREFORE, in consideration

of the premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound

hereby, Parent, Purchaser and the Company hereby agree as follows:

Article I

THE OFFER

Section 1.1             The

Offer.

(a)            Provided

that this Agreement shall not have been terminated in accordance with Article VIII, as promptly as reasonably practicable, and in

any event within ten (10) Business Days after the date of this Agreement, Purchaser shall, and Parent shall cause Purchaser to,

commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations

promulgated thereunder, the “Exchange Act”)) the Offer. The obligations of Purchaser, and of Parent to cause Purchaser,

to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to (i) the satisfaction of the Minimum

Condition (as defined in Exhibit B hereto) and (ii) the satisfaction (or waiver by Parent or Purchaser) of each of the

other conditions set forth in Exhibit B hereto (together with the Minimum Condition, the “Offer Conditions”)

and the terms and conditions hereof. Purchaser expressly reserves the right, in its sole discretion, to (A) increase the Offer Price,

(B) waive any Offer Condition or (C) modify any of the other terms or conditions of the Offer, except that, unless otherwise

provided by this Agreement, without the consent of the Company, Purchaser shall not (1) reduce the Offer Price, (2) change

the form of consideration payable in the Offer (other than by adding consideration), (3) reduce the number of Shares sought to be

purchased in the Offer, (4) waive or change the Minimum Condition or the condition set forth in clause (b)(iv) in Exhibit B,

(5) add to the Offer Conditions, (6) extend the expiration of the Offer other than in accordance with ‎Section 1.1(e),

(7) provide for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange

Act or (8) modify any Offer Condition or any term of the Offer set forth in this Agreement in a manner adverse to the holders of

Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation

of the Offer or prevent, materially delay or impair the ability of the Parent or Purchaser to consummate the Offer, the Merger or the

other transactions contemplated hereby.

(b)            The

Offer shall initially be scheduled to expire at one minute after 11:59 pm Eastern Time on the date that is twenty (20) Business Days

(for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer

(the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in

accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later

date and time to which the Initial Expiration Date has been so extended, the “Expiration Date”).

to the terms of the Offer and this Agreement and the satisfaction of all of the Offer Conditions, Purchaser will accept for payment (the

date and time of such acceptance, the “Acceptance Time”) and thereafter pay for all Shares validly tendered and not

validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Date. The Offer will not permit Shares to be tendered

pursuant to guaranteed delivery procedures.

(d)            Unless

this Agreement is validly terminated pursuant to Section 8.1, Purchaser shall not terminate or withdraw the Offer prior to any scheduled

expiration date without the prior written consent of the Company in its sole and absolute discretion. In the event this Agreement is

validly terminated pursuant to Section 8.1, Purchaser shall promptly (and in any event within one (1) Business Day) following

such termination terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with

this Agreement prior to the Acceptance Time, Purchaser shall promptly return, or cause any depositary acting on behalf of Purchaser to

return, all tendered Shares to the tendering stockholders.

(e)            Unless

this Agreement shall have previously been validly terminated in accordance with Article VIII, Purchaser shall extend the Offer from

time to time as follows: (i) if on the then-scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the

other Offer Conditions has not been satisfied (and, in the case of any Offer Condition that by its nature is to be satisfied at the Acceptance

Time, is not then capable of being satisfied) or waived by Parent or Purchaser if permitted hereunder, then Purchaser shall extend the

Offer for one (1) or more occasions in consecutive increments of ten (10) Business Days each (or such longer period as may

be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or

Purchaser to waive any Offer Condition to the extent permitted hereunder); (ii) Purchaser shall extend the Offer from time to time

in consecutive increments of ten (10) Business Days until any waiting period (and any extension thereof) applicable to the consummation

of the Offer under the HSR Act shall have expired or been terminated; and (iii) Purchaser shall extend the Offer for the minimum

period required by applicable Law, interpretation or position of the Securities and Exchange Commission (the “SEC”)

or its staff or the Nasdaq Stock Market LLC (“NASDAQ”) or its staff; provided, however, that Purchaser

shall not extend the Offer or the Expiration Date to a date later than the Outside Date without the prior written consent of the Company.

Section 1.2             Offer

Documents. As promptly as reasonably practicable on the date of commencement of the Offer, and in any event no later than May 4,

2026, Parent and Purchaser shall (a) file a Schedule TO (together with all exhibits, amendments and supplements thereto, the

“Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase

(the “Offer to Purchase”) and forms of the related letter of transmittal and form of summary advertisement (the Schedule TO,

the Offer to Purchase and such other documents, together with all exhibits, amendments and supplements thereto, the “Offer Documents”)

and (b) cause the Offer Documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable

federal securities Law. The Company shall promptly supply Parent and Purchaser in writing, for inclusion in the Offer Documents, all

information concerning the Company required under the Exchange Act to be included in the Offer Documents. Each of Parent, Purchaser and

the Company agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent that such

information shall have become false or misleading in any material respect, and each of Parent and Purchaser further agrees to take all

steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the holders of Shares,

in each case as and to the extent required by applicable federal securities Law. The Company and its counsel shall be given a reasonable

opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC, and Parent

shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition,

Parent agrees to provide the Company and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its

staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The

Company and its counsel shall be given a reasonable opportunity to review and comment upon such responses and shall use reasonable best

efforts to respond promptly to Parent, and Parent shall give due consideration to all reasonable additions, deletions or changes suggested

thereto by the Company and its counsel.

Section 1.3             Company

Actions.

(a)            The

Company hereby consents to the Offer and to the inclusion in the Offer Documents of the recommendation of the Company Board described

in Section 4.3(b).

(b)            As

promptly as reasonably practicable on the date of filing by Parent and Purchaser of the Offer Documents, and in any event no later than

May 4, 2026, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (such Schedule 14D-9,

together with all exhibits, amendments and supplements thereto, the “Schedule 14D-9”), which shall reflect that

the Merger is governed by Section 251(h) of the DGCL and shall contain the recommendation of the Company Board described in

Section 4.3(b). Parent and Purchaser shall promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information

concerning Parent and Purchaser required under applicable U.S. federal securities laws to be included in the Schedule 14D-9. The Company,

or at the request of the Company, Purchaser, shall cause the Schedule 14D-9 to be disseminated to the holders of Shares, as and

to the extent required by applicable federal securities Law. Each of the Company, Parent and Purchaser agrees promptly to correct any

information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading

in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected

to be filed with the SEC and to be disseminated to the holders of Shares, in each case, as and to the extent required by applicable federal

securities Law. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9

and any amendments thereto prior to the filing thereof with the SEC and the Company shall give due consideration to all reasonable additions,

deletions or changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company agrees to provide Parent, Purchaser

and their counsel any comments, whether written or oral, that the Company or its counsel may receive from the SEC or its staff with respect

to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent, Purchaser

and their counsel shall be given a reasonable opportunity to review and comment upon such responses and the Company shall give due consideration

to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel.

connection with the Offer, the Company shall instruct its transfer agent to, and use commercially reasonable efforts to cause its transfer

agent to, promptly furnish Parent and Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists

and any available listings or computer files containing the names and addresses of the record holders of Shares as of the most recent

practicable date and shall furnish Parent and Purchaser with such additional available information (including, but not limited to, periodic

updates of such information) and such other assistance as Parent, Purchaser or their Representatives may reasonably request in communicating

the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable Law and except for such steps as

are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the transactions

contemplated hereby, Parent and Purchaser shall, until consummation of the Offer, hold in confidence the information contained in any

of such labels and lists in accordance with the Confidentiality Agreement, use such information only in connection with the Offer, the

Merger or the other the transactions contemplated hereby and, if this Agreement shall be terminated in accordance with Section 8.1,

destroy all electronic copies of such information and destroy or deliver to the Company all other copies of such information then in

their possession or under their control.

Article II

THE MERGER

Section 2.1             The

Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective

Time, Purchaser shall be merged with and into the Company. Following the Merger, the separate corporate existence of Purchaser shall

cease, and the Company shall continue as the Surviving Corporation and a wholly-owned subsidiary of Parent.

Section 2.2             Closing.

The closing of the Merger (the “Closing”) shall occur remotely via electronic exchange of documentation and consideration

required to be delivered at Closing, at 10:00 a.m. (Chicago time) on the second Business Day following the satisfaction or, to the

extent permitted by applicable Law, waiver of the conditions set forth in Article VII (other than those conditions to be satisfied

at the Closing itself, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at such

time), or at such other date, time or place as Parent and the Company mutually may agree in writing. The date on which the Closing actually

occurs is referred to in this Agreement as the “Closing Date.”

Section 2.3             Effective

Time. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall

file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, executed

in accordance with the relevant provisions of the DGCL, and, as soon as practicable on or after the Closing Date, shall make any and

all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger

is duly filed with the Secretary of State of the State of Delaware or at such other date or time as Parent and the Company shall agree

in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

Section 2.4             Effects

of the Merger. The Merger shall have the effects set forth in this Agreement and in the relevant provisions of the DGCL. Without

limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and

franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company

and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Section 2.5             Merger

Without Meeting of Stockholders. The Merger shall be governed by Section 251(h) of the DGCL. The parties hereto agree to

take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation of

the Offer without a vote by the holders of the Shares, in accordance with Section 251(h) of the DGCL.

Section 2.6             Certificate

of Incorporation; Bylaws.

(a)            At

the Effective Time, the certificate of incorporation of the Company shall be amended and restated so that it reads in its entirety as

set forth in Exhibit C hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving

Corporation until thereafter amended in accordance with its terms and as provided by applicable Law.

(b)            At

the Effective Time, and without any further action on the part of the Company and Purchaser, the bylaws of the Company shall be amended

and restated so that they read in their entirety as set forth in Exhibit D hereto, and, as so amended and restated, shall

be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of incorporation

of the Surviving Corporation and as provided by applicable Law.

Section 2.7             Directors.

The directors of Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier

of their resignation or removal or until their respective successors are duly elected and qualified.

Section 2.8             Officers.

The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier

of their resignation or removal or until their respective successors are duly elected and qualified.

Article III

EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

Section 3.1             Conversion

of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Purchaser

or the holders of any shares of capital stock of the Company, Parent or Purchaser:

(a)            Each

Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 3.1(b) and

(ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive

the Offer Price (the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding

and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration

to be issued or paid in accordance with Section 3.3, without interest.

(b)            Each

Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Purchaser immediately prior to the Effective

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

share of common stock, par value $0.001 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall

be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.00001 per share, of

the Surviving Corporation.

(d)            If

at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital

stock of the Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur

as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange

or readjustment of shares, or any stock dividend or stock distribution with a record date during such period (excluding, in each case,

normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted, without

duplication, to reflect such change.

Section 3.2             Treatment

of Options and Other Equity-Based Awards.

(a)            At

the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares granted under any employee, director,

or consultant stock option, stock purchase or equity compensation plan, arrangement, or agreement of the Company (the “Company

Stock Plans”), including the Company’s Amended and Restated 2014 Omnibus Incentive Plan, the Company’s Inducement

Incentive Plan, the Company’s Second Amended and Restated 2004 Equity Incentive Plan and the Zyla Life Sciences Amended and Restated

2019 Stock-Based Incentive Compensation Plan, in accordance with the terms thereof, whether vested or unvested, that is outstanding immediately

prior to the Effective Time shall be cancelled and, in exchange therefor, the former holder of any such cancelled Company Stock Option

shall be entitled to receive (i) as soon as practicable following the Effective Time an amount in cash (without interest, and subject

to deduction for any required withholding Tax) equal to the product of (A) the excess, if any, of the Offer Price over the exercise

price per Share under such Company Stock Option and (B) the number of Shares subject to such Company Stock Option (such amount,

the “Company Stock Option Cash Consideration”). Notwithstanding the foregoing, if the exercise price per Share of

any Company Stock Option is equal to or greater than the Offer Price, such Company Stock Option shall be canceled without any cash payment

being made in respect thereof. Parent shall cause the Surviving Corporation to pay the Company Stock Option Cash Consideration as promptly

as reasonably possible after the Effective Time (but in no event later than ten (10) Business Days after the Effective Time).

(b)            As

of immediately prior to the Effective Time, each restricted stock unit of the Company (each, a “Company RSU” and,

together with the Company Stock Options, the “Company Equity Awards”) that is then outstanding but not then vested

shall become immediately vested in full. At the Effective Time, each Company RSU that is then outstanding shall be canceled and the holder

thereof shall be entitled to receive an amount in cash without interest, less any applicable tax withholding, equal to the Offer Price

(the “Company RSU Cash Consideration”). Parent shall cause the Surviving Corporation to pay the Company RSU Cash Consideration

as promptly as reasonably possible after the Effective Time (but in no event later than ten (10) Business Days after the Effective

Time).

to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering any Company Stock Plan) shall adopt

such resolutions or take such action by written consent in lieu of a meeting, providing for the transactions contemplated by this Section 3.2,

without the consent of any other Person unless required by applicable Law. The Company shall provide that, on and following the Effective

Time, no holder of any Company Equity Award shall have the right to acquire any equity interest in the Company or the Surviving Corporation

in respect thereof and each Company Stock Plan shall terminate as of the Effective Time.

Section 3.3             Exchange

and Payment.

(a)            At

or prior to the Acceptance Time, Parent shall (i) select a bank, trust company or nationally recognized stockholder services provider

reasonably acceptable to the Company to act as the paying agent for the equityholders of the Company in connection with the Merger (the

“Paying Agent”) and to receive the Merger Consideration to which equityholders of the Company shall become entitled

pursuant to this Article III and (ii) enter into a paying agent agreement with the Paying Agent, in form and substance reasonably

acceptable to the Company. At or prior to the Acceptance Time, Parent shall deposit (or cause to be deposited) with the Paying Agent

cash in an amount sufficient to pay the aggregate Merger Consideration in accordance with Section 3.1 (such cash being hereinafter

referred to as the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to fund payments

due pursuant to Section 3.1, except as provided in this Agreement. Parent, on behalf of the Surviving Corporation, shall pay all

charges and expenses, including those of the Paying Agent, incurred by it in connection with the exchange of Shares for the Merger Consideration

and other amounts contemplated by this Article III.

(b)            As

soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective

Time, Parent shall cause the Paying Agent to mail to each holder of record of an outstanding certificate or outstanding certificates

(“Certificates”) that immediately prior to the Effective Time represented outstanding Shares that were converted into

the right to receive the Merger Consideration with respect thereto pursuant to Section 3.1(a), (i) a form of letter of transmittal

in customary form and reasonably acceptable to each of Parent and the Company (which shall specify that delivery shall be effected, and

risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying

Agent) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration payable

with respect thereto pursuant to Section 3.1(a). Upon surrender of a Certificate to the Paying Agent, together with such letter

of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall

be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the

Certificate so surrendered shall forthwith be cancelled. Promptly after the Effective Time and in any event not later than the second

Business Day following the Effective Time, Parent shall cause the Paying Agent to issue and deliver to each holder of uncertificated

Shares represented by book entry (“Book-Entry Shares”) a check or wire transfer for the amount of cash that such holder

is entitled to receive pursuant to Section 3.1(a) in respect of such Book-Entry Shares, without such holder being required

to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be canceled.

No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable

in respect of such Certificates or Book-Entry Shares.

payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry

Share is registered, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise

in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall

have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered

holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such tax either

has been paid or is not applicable.

(d)            Until

surrendered as contemplated by this Section 3.3, each Certificate or Book-Entry Share shall be deemed at any time after the Effective

Time to represent only the right to receive the Merger Consideration payable in respect of Shares theretofore represented by such Certificate

or Book-Entry Shares, as applicable, pursuant to Section 3.1(a), without any interest thereon.

(e)            Prior

to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust

Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 8:30 a.m. (Chicago time) on

the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available

funds equal to the number of Shares held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Merger

Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 8:30 a.m. (Chicago

time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first Business Day after the Closing Date an amount

in cash in immediately available funds equal to the DTC Payment.

(f)            All

cash paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with the terms of this Article III

shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates

or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration

of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective

Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or transfer

is sought for Book-Entry Shares, such Certificates or Book-Entry Shares shall be canceled and exchanged as provided in this Article III,

subject to applicable Law in the case of Dissenting Shares.

(g)            The

Paying Agent shall invest any cash included in the Payment Fund as directed by Parent; provided, that any investment of such cash shall

in all events be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed

by the United States of American and backed by the full faith and credit of the United States of America or in commercial paper obligations

rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively.

If for any reason (including investment losses) the cash in the Payment Fund is insufficient to fully satisfy all of the payment obligations

to be made in cash by the Paying Agent hereunder (but subject to Section 3.4), Parent shall promptly deposit cash into the Payment

Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any

interest and other income resulting from such investments shall be payable to Parent. Nothing contained in this Section 3.3(g) and

no investment losses resulting from the investment of the Payment Fund shall diminish the rights of the Company equityholders entitled

to payment of the Merger Consideration to receive the Merger Consideration.

(h)            At

any time following the date that is twelve (12) months after the Effective Time, Parent shall be entitled to require the Paying Agent

to deliver to it any funds (including any interest received with respect thereto) which have been made available to the Paying Agent

and which have not been disbursed to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look

to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof

with respect to the Merger Consideration payable upon due surrender of their Certificate or Book-Entry Shares.

(i)             If

any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established

by the Paying Agent, including, if necessary, the posting by such Person of a bond in customary amount as indemnity against any claim

that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will deliver in exchange

for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement.

Section 3.4             Other

Closing Payments. Concurrently with the Effective Time, Parent shall pay or deposit, or cause to be paid or deposited with the Company,

for the benefit of each holder of Company Equity Awards (collectively, the “Equity Award Holders”), an amount computed

by the Company and Parent in reasonable detail using the treasury method and which is necessary to make payment of the aggregate amounts

due to the Equity Award Holders pursuant to Section 3.2.

Section 3.5             Dissenting

Shares. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective

Time that are held by any holder who is entitled to demand and properly demands appraisal of such Shares pursuant to Section 262

of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, unless

and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal

under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect

or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable

only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost,

withdrawn or expired, the Merger Consideration in accordance with Section 3.1(a). The Company shall serve prompt notice to Parent

of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in all negotiations

and proceedings with respect to such demands. The Company shall not, without the prior consent of Parent, make any payment with respect

to, or compromise or settle, any such demands.

Section 3.6             Withholding

Rights. Purchaser, Parent, the Surviving Corporation, the

Company and the Paying Agent, as the case may

be, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement, such amounts that Purchaser,

Parent, the Surviving Corporation, the Company or the Paying Agent is required to deduct and withhold with respect to the making of such

payment under the Code, the rules and regulations promulgated thereunder or any provision of applicable Tax Law as a result of the

failure of any holder of Shares to provide IRS Form W-9 or W-8, as applicable, demonstrating that such holder is exempt from withholding.

To the extent that amounts are so withheld and timely paid over to the applicable Governmental Entity, such amounts shall be treated

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

Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as disclosed

or reflected in the Company SEC Documents filed prior to the date of this Agreement, or (b) as set forth in the disclosure letter

delivered by the Company to Parent prior to the execution of this Agreement (the “Company Disclosure Letter”) (it

being agreed that disclosure of any information in a particular section or subsection of the Company Disclosure Letter shall be deemed

disclosure with respect to any other section or subsection of this Agreement to which the relevance of such information is reasonably

apparent), the Company represents and warrants to Parent and Purchaser as follows:

Section 4.1           Organization,

Standing and Power.

(a)            Except

as set forth in Section 4.1(a) of the Company Disclosure Letter, each of the Company and its Significant Subsidiaries (i) is

an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the

Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and

operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business

and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business

or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except, with respect to clauses

(ii) and (iii), for any such failures to be so organized, existing and in good standing, to have such power and authority or to

be so qualified or licensed or in good standing as would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means any event, change, occurrence, effect,

circumstance or development (each an “Effect” and collectively, “Effects”) that would have a material

adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided

however, that no Effect directly or indirectly arising out of, attributable to or resulting from any of the following, alone or in

combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would or could be, a Material

Adverse Effect: (1) any changes in general economic or business conditions or in the financial, debt, banking, capital, credit or

securities markets, or in interest or exchange rates, in each case, in the United States or elsewhere in the world, (2) any changes

or developments generally affecting the industries in which the Company or its Subsidiaries operate, (3) any actions required under

this Agreement to obtain any approval or authorization under applicable Antitrust Laws or Health Care Laws for the consummation of the

Merger or any of the other transactions contemplated hereby, (4) any adoption, implementation, modification, repeal, interpretation,

proposal of or other changes in any applicable Laws, decrees, orders or other directives of any Governmental Entity (including any actions

taken by any Governmental Entities in connection with any of the events set forth in clauses (7), (8), (9) or (10) of this

definition, including adoption of or changes in any Public Health Measures) or any changes in applicable accounting regulations or principles

(including GAAP), or in interpretations of any of the foregoing, (5) any change in the price or trading volume of the Company’s

stock or the credit rating of the Company, in and of itself (provided, that the facts or occurrences giving rise to or contributing

to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account

in determining whether there has been a Material Adverse Effect), (6) any failure by the Company to meet internal or published projections,

clinical trial targets, product pricing or reimbursement levels, forecasts or revenue or earnings predictions, in and of itself (provided,

that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Material

Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect), (7) political,

geopolitical, social or regulatory conditions, including any outbreak, continuation or escalation of any military conflict, declared

or undeclared war, armed hostilities, civil unrest, public demonstrations, acts of sabotage, acts of foreign or domestic terrorism, governmental

shutdown or slowdown, or any escalation or worsening of any such conditions, (8) any natural or manmade disasters or calamities,

weather conditions including hurricanes, floods, tornados, tsunamis, earthquakes and wild fires, cyber outages, or other force majeure

events, or any escalation or worsening of such conditions, (9) any epidemic, pandemic or outbreak of disease (including, for the

avoidance of doubt, COVID-19), or any escalation or worsening of such conditions, (10) any other regional, national or international

calamity, crisis or emergency, whether or not caused by any Person, (11) the announcement of this Agreement and the transactions contemplated

hereby, including the initiation of litigation by any Person with respect to this Agreement, and including any termination of, reduction

in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners, service

providers or any other party having business dealings with the Company and its Subsidiaries (including the exercise, or prospective exercise,

by any party of any rights that arise upon a change of control) due to the announcement and performance of this Agreement or the identity

of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance

with the covenants set forth herein, (12) any action taken by the Company, or which the Company causes to be taken by any of its Subsidiaries,

in each case which is required or permitted by or resulting from or arising in connection with this Agreement, including any inaction

in compliance with Section 6.1 to the extent that such inaction is as a result of Parent unreasonably withholding its consent under

Section 6.1, (13) any matter set forth in the Company Disclosure Letter or (14) any actions taken (or omitted to be taken) at the

request or with the consent of Parent; provided, in the case of clauses (1), (2), (4), (9) and (10), to the extent the impact

of such Effect is not disproportionately adverse to the Company and its Subsidiaries, taken as a whole, as compared to other participants

in the industries in which the Company and its Subsidiaries operate (and provided further, that in such event, only the incremental

disproportionate adverse impact shall be taken into account when determining whether there has been a “Material Adverse Effect”).

(b)            The

Company has previously furnished or otherwise made available to Parent a true and complete copy of the Company’s Organizational

Documents, as amended to the date of this Agreement, and each as so delivered is in full force and effect. The Company is not in violation

of any provision of the Company’s Organizational Documents.

Section 4.2             Capital

Stock. The authorized capital stock of the Company consists of 200,000,000 Shares. As of April 30, 2026 (the “Measurement

Date”), (i) 6,443,283 Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable

and were free of preemptive rights, (ii) no Shares were held in treasury, (iii) no shares of preferred stock were outstanding,

and (iv) an aggregate of 1,080,939 Shares were subject to or otherwise deliverable in connection with outstanding equity-based awards

or the exercise or settlement of outstanding Company Equity Awards issued pursuant to the Company Stock Plans. As of the Measurement

Date, and without giving effect to the transactions contemplated by this Agreement, an aggregate principal amount of $40,000,000 of the

Convertible Notes, the number of unissued Shares that may from time to time be issuable upon conversion of the Convertible Notes reserved

for issuance by resolution of the Company Board, which number of Shares into which the outstanding Convertible Notes are convertible

as of the Measurement Date are set forth on Section 4.2 of the Company Disclosure Letter. Except as set forth above and except for

changes since the Measurement Date resulting from the exercise or settlement of Company Equity Awards outstanding on such date or Convertible

Notes outstanding on such date, as of the date of this Agreement, (A) there are not outstanding or authorized any (1) shares

of capital stock or other voting securities of the Company, (2) securities of the Company convertible into or exchangeable for shares

of capital stock or voting securities of the Company or (3) options or other rights to acquire from the Company, and no obligation

of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting

securities of the Company, (B) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any

capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company

and (C) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating

to the issued or unissued capital stock of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is

a party. Each of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued,

fully paid and nonassessable and all such shares are owned by the Company or another wholly-owned Subsidiary of the Company and are owned

free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances

(collectively, “Liens”) of any nature whatsoever, except where any such failure to own any such shares free and clear

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

Section 4.3              Authority.

(a)            Assuming

the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company

has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate

the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by

the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company

and no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions

contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution

and delivery by Parent and Purchaser, constitutes a valid and 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, moratorium, reorganization

or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(b)            The

Board of Directors of the Company (the “Company Board”) duly adopted resolutions (i) determining that the terms

of this Agreement, the Offer, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the

Company’s stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including

the Offer and the Merger, and resolving that the Merger is governed by Section 251(h) of the DGCL, and (iii) resolving

to recommend that the Company’s stockholders accept the Offer, and tender their Shares pursuant to the Offer, which resolutions

have not been subsequently rescinded, modified or withdrawn in any way, except in connection with a Superior Proposal.

the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, no vote or consent

of the holders of any class or series of the Company’s capital stock or other securities is required to authorize this Agreement

or to consummate the Offer, the Merger and the other transactions contemplated hereby.

Section 4.4             No

Conflict; Consents and Approvals.

(a)            The

execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated

hereby, do not and will not (i) conflict with or violate the Company’s Organizational Documents or the Organizational Documents

of any of the Company’s Significant Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated

by clauses (i) through (vi) of subsection ‎(b) below have been obtained and all filings described in such clauses

have been made, conflict with or violate any law, rule, regulation, order, judgment, injunction or decree (collectively, “Law”)

applicable to the Company or any of its Significant Subsidiaries or by which any of their respective properties are bound or (iii) result

in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default),

or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note,

bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”)

to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries

or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach,

violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect.

(b)            The

execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated

hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any

governmental, regulatory (including stock exchange) or administrative authority, agency, division or commission or any judicial, arbitral,

or other governmental body of competent jurisdiction (each, a “Governmental Entity”), except for (i) such filings

as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under

state securities, takeover and “blue sky” Laws, (ii) the filings required under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or

other competition Laws of jurisdictions other than the United States (“Foreign Antitrust Laws”), (iii) such filings

as necessary to comply with the applicable requirements of NASDAQ or Health Care Laws, (iv) the filing with the Secretary of State

of the State of Delaware of the Certificate of Merger as required by the DGCL and (v) any such consent, approval, authorization,

permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Section 4.5             SEC

Reports; Financial Statements.

(a)            The

Company has filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits,

amendments and supplements thereto) required to be filed by it with the SEC since January 1, 2023 (all such forms, reports, statements,

certificates and other documents filed since January 1, 2023, and prior to the date hereof, collectively, the “Company

SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, each of the Company

SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended

(the “Securities Act”) and the Exchange Act, and the applicable rules and regulations promulgated thereunder,

as the case may be, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent

filing prior to the date hereof, as of the date of such amendment or superseding filing), none of the Company SEC Documents contained

any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein

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

as set forth in Section 4.5(a) of the Company Disclosure Letter, no Subsidiary of the Company has been required to file any

forms, reports or other documents with the SEC at any time since January 1, 2023. Since January 1, 2023 no executive officer

of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley

Act. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning

the accuracy, completeness, form or manner of filing of such certifications.

(b)            The

audited consolidated financial statements of the Company (including any related notes thereto) included in the Company’s Annual

Report on Form 10-K for the fiscal year ended December 31, 2025, and December 31, 2024, filed with the SEC have been prepared

in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout

the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial

position of the Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the

periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) included in the

Company’s Quarterly Reports on Form 10-Q filed with the SEC since January 1, 2023, have been prepared in accordance with

GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted

by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and

its Subsidiaries as of the respective dates thereof and the results of their operations and cash flows for the periods indicated (subject

to normal period-end adjustments).

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

and procedures are designed to ensure that information required to be disclosed by the Company in its filings with the SEC under the

Exchange Act is recorded and reported in all material respects on a timely basis to the individuals responsible for the preparation of

the Company’s filings with the SEC under the Exchange Act. The Company maintains internal control over financial reporting (as

defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with GAAP. The Company’s management has completed an assessment of the effectiveness of the Company’s

system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act

for the fiscal year ended December 31, 2025, and such assessment concluded that such controls were effective and the Company’s

independent registered accountant has issued a report concluding that the Company maintained, in all material respects, effective internal

control over financial reporting as of December 31, 2025. The Company has disclosed, based on the most recent evaluation of its

Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to the Company’s auditors and the

audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its

internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process,

summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees

who have a significant role in the Company’s internal control over financial reporting.

Section 4.6             No

Undisclosed Liabilities. Except as set forth in Section 4.6 of the Company Disclosure Letter, neither the Company nor any of

its Significant Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that

would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its Significant Subsidiaries,

except for liabilities and obligations (a) reflected or reserved against in the Company’s consolidated balance sheet as of

the Balance Sheet Date (or the notes thereto) included in the Company SEC Documents, (b) incurred in the ordinary course of business

since the Balance Sheet Date, (c) which have been discharged or paid in full prior to the date of this Agreement, (d) incurred

pursuant to the transactions contemplated by this Agreement and (e) that would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Section 4.7             Certain

Information. The Schedule 14D-9 will not, at the time it is first filed with the SEC, amended or supplemented or first published,

distributed or disseminated to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they

are made, not misleading. The Schedule 14D-9 will comply in all material respects with the requirements of the Exchange Act. Notwithstanding

the foregoing, the Company makes no representation or warranty with respect to statements included or incorporated by reference in the

Schedule 14D-9 based on information supplied in writing by or on behalf of Parent or Purchaser specifically for inclusion or incorporation

by reference therein.

Section 4.8             Absence

of Certain Changes or Events. Since December 31, 2025 (the “Balance Sheet Date”) through the date of this

Agreement, except as set forth in Section 4.8 of the Company Disclosure Letter or as otherwise contemplated or permitted by this

Agreement:

(a)            the

businesses of the Company and its Significant Subsidiaries have been conducted in the ordinary course of business in all material respects

(for the avoidance of doubt, subject to Section 6.1(c)); and

(b)            there

has not occurred any Material Adverse Effect.

Section 4.9             Litigation;

Orders. Except as set forth on Section 4.9 of the Company Disclosure Letter or as would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect, (a) there is no suit, claim, action, proceeding, arbitration, mediation

or investigation (each, an “Action”) pending or, to the knowledge of the Company, threatened against the Company or

any of its Significant Subsidiaries or any of their respective properties by or before any Governmental Entity and (b) neither the

Company nor any of its Significant Subsidiaries nor, to the knowledge of the Company, any of their respective properties is or are subject

to any judgment, order, injunction, rule or decree of any Governmental Entity.

Section 4.10           Compliance

with Laws. Except with respect to ERISA, Environmental Matters and Taxes (which are the subject of Section 4.11, 4.13 and 4.14,

respectively), except as set forth in Section 4.10 of the Company Disclosure Letter, the Company and each of its Significant Subsidiaries

are in compliance with all Laws applicable to them or by which any of their respective properties are bound, except where any non-compliance

would not, individually or the aggregate, reasonably be expected to have a Material Adverse Effect. Except with respect to Environmental

Laws (which are the subject of Section 4.13), the Company and its Significant Subsidiaries have in effect all permits, licenses,

exemptions, authorizations, franchises, orders, clearances and approvals of all Governmental Entities (collectively, “Permits”)

necessary for them to own, lease or operate their properties and to carry on their businesses as now conducted, except for any Permits

the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Permits

are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Section 4.11           Benefit

Plans.

(a)            The

Company has provided to Parent a true and complete list of each material “employee benefit plan” (within the meaning of section

3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), “multiemployer plans”

(within the meaning of ERISA section 3(37)), and each material stock purchase, stock option, severance, employment, change-in-control,

fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other

arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a

result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, written, legally binding or not,

under which any employee or former employee of the Company or its Significant Subsidiaries has any present or future right to benefits

or the Company or its Significant Subsidiaries has had or has any present or future material liability. All such plans, agreements, programs,

policies and arrangements shall be collectively referred to as the “Company Plans.” With respect to each Company Plan,

to the extent requested by Parent prior to the date of this Agreement, the Company has furnished or made available to Parent a current,

accurate and complete copy thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the

most recent determination or opinion letter from the Internal Revenue Service (the “IRS”), if applicable, (iii) any

summary plan description and other equivalent written communications by the Company or its Significant Subsidiaries to their employees

concerning the extent of the benefits provided under a Company Plan and (iv) if applicable, for the two most recent years (A) the

Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorney’s

response to an auditor’s request for information.

(b)            With

respect to the Company Plans, except to the extent that the inaccuracy of any of the representations set forth in this Section 4.11

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

(i)             each

Company Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA

and the Internal Revenue Code of 1986, as amended (the “Code”), and no prohibited transaction, as described in Section 406

of ERISA or Section 4975 of the Code, has occurred with respect to any Company Plan, and all contributions required to be made under

the terms of any Company Plan have been timely made;

(ii)            each

Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisory and/or

opinion letter, as applicable, from the IRS that it is so qualified (or the deadline for obtaining such a letter has not expired as of

the date of this Agreement) and, to the knowledge of the Company, nothing has occurred since the date of such letter that would reasonably

be expected to cause the loss of such qualified status of such Company Plan;

(iii)           there

is no Action (including any investigation, audit or other administrative proceeding) by the Department of Labor, the Pension Benefit

Guaranty Corporation, the IRS or any other Governmental Entity or by any plan participant or beneficiary pending, or to the knowledge

of the Company, threatened, relating to the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans

or the assets of any of the trusts under any of the Company Plans (other than routine claims for benefits);

(iv)           no

Company Plan is subject to Title IV of ERISA or subject to Section 412 of the Code;

(v)            no

Company Plan is a “multiemployer plan” (within the meaning of Section 3(37) of ERISA); and

(vi)           the

Company and its Subsidiaries do not maintain any Company Plan that is a “group health plan” (as such term is defined in Section 5000(b)(1) of

the Code) that has not been administered and operated in all respects in compliance with the applicable requirements of Section 601

of ERISA and Section 4980B(b) of the Code, and the Company and its Significant Subsidiaries are not subject to any material

liability, including additional contributions, fines, penalties or loss of tax deduction as a result of such administration and operation.

as set forth in Section 4.11(c) of the Company Disclosure Letter, none of the Company Plans provides for payment of a benefit,

the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined

or occasioned, in whole or in part, by reason of the execution of this Agreement or the consummation of the transactions contemplated

hereby, and no such payment will be nondeductible to the Company pursuant to Section 280(G) of the Code. The Company has no

obligation to indemnify any individual for any Tax incurred pursuant to Section 409A or 4999 of the Code.

Section 4.12           Labor

Matters. Neither the Company nor any of its Significant Subsidiaries is a party to, or is bound by, any collective bargaining agreement

with any labor union or labor organization. There is no labor dispute, strike, work stoppage or lockout, or, to the knowledge of

the Company, threat thereof, by or with respect to any employees of the Company or any of its Significant Subsidiaries, except as would

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

Section 4.13           Environmental

Matters.

(a)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth in the

applicable SEC filings and environmental assessments previously made available to Parent and Purchaser: (i) the Company and each

of its Significant Subsidiaries are in compliance in all material respects with all applicable Environmental Laws, and possess and are

in compliance with all applicable Environmental Permits required under such Environmental Laws to operate as they presently operate;

(ii) to the knowledge of the Company, there are no Materials of Environmental Concern at any property owned or operated by the Company

or any of its Significant Subsidiaries, except under circumstances that are not reasonably likely to result in material liability of

the Company or any of its Significant Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of

its Significant Subsidiaries has received any written request for information pursuant to section 104(e) of the Comprehensive

Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threatened release of Materials

of Environmental Concern at any location except, with respect to any such request for information concerning any such release or threatened

release, to the extent such matter has been resolved with the appropriate foreign, federal, state or local regulatory authority or otherwise;

and (iv) neither the Company nor any of its Significant Subsidiaries has received any written notice, claim or complaint, or is

presently subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental

Laws, and to the knowledge of the Company, no such matter has been threatened in writing.

(b)            Notwithstanding

any other representations and warranties in this Agreement, the representations and warranties in this Section 4.13 are the only

representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern.

purposes of this Agreement, the following terms shall have the meanings assigned below:

(i)             “Environmental

Laws” means all foreign, federal, state, or local statutes, regulations, ordinances, codes, or decrees protecting the quality

of the ambient air, soil, surface water or groundwater, in effect as of the date of this Agreement.

(ii)            “Environmental

Permits” means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws.

(iii)            “Materials

of Environmental Concern” means any hazardous, acutely hazardous, or toxic substance or waste defined and regulated as such

under applicable Environmental Laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act or the

federal Resource Conservation and Recovery Act.

Section 4.14           Taxes.

Except for failures, violations, inaccuracies, omissions or proceedings that would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect:

(a)            all

material Tax Returns required by applicable Law to be filed by the Company or any of its Significant Subsidiaries have been filed in

accordance with all applicable Laws (after giving effect to any extensions of time in which to make such filings), and all such Tax Returns

were, at the time of filing, true and complete in all material respects;

(b)            neither

the Company nor any of its Significant Subsidiaries is delinquent in the payment of any material Tax;

material Liens for Taxes exist with respect to any assets or properties of the Company or any of its Significant Subsidiaries, except

for statutory Liens for Taxes not yet delinquent; and

(d)            as

of the date of this Agreement, there are no proceedings now pending, or to the knowledge of the Company, threatened in writing against

the Company or any of its Significant Subsidiaries with respect to any material Tax.

(e)            As

used in this Agreement:

(i)             “Tax”

means federal, state, provincial, local or foreign taxes of whatever kind or nature imposed by a Governmental Entity, including all interest,

penalties and additions imposed with respect to such amounts.

(ii)            “Tax

Returns” means all domestic or foreign (whether national, federal, state, provincial, local or otherwise) returns, declarations,

statements, reports, schedules, forms and information returns relating to Taxes, including any amended tax return.

Section 4.15           Contracts.

Except for this Agreement and except as filed with the SEC, as of the date hereof, neither the Company nor any of its Significant Subsidiaries

is a party to or is bound by any Contract that would be required to be filed by the Company as a “material contract” pursuant

to Item 601(b)(10) of Regulation S-K under the Securities Act (each such Contract as described in this Section 4.15, a “Material

Contract”). Each Material Contract is valid and binding on the Company and each of its Significant Subsidiaries party thereto

and, to the knowledge of the Company, any other party thereto, except for such failures to be valid and binding or to be in full force

and effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any Material

Contract by the Company or any of its Significant Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto,

and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company

or any of its Significant Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto.

Section 4.16           FDA

and Regulatory Matters.

(a)            The

Company and its Significant Subsidiaries hold, and have held at all times since January 1, 2023, all material Permits of all Governmental

Entities required under applicable requirements under the Federal Food, Drug and Cosmetic Act of 1938, 21 U.S.C. § 301 et seq.,

as amended, the Public Health Service Act, 42 U.S.C. § 201 et seq., as amended, and the regulations promulgated thereunder by the

U.S. Food and Drug Administration, or any successor agency thereto (the “FDA”) (collectively, “FDA Laws”),

including all such Permits required for the lawful operation of the businesses of the Company and its Significant Subsidiaries as currently

conducted or as have been conducted since January 1, 2023, under the FDA Laws (the “FDA Permits”), and all such

FDA Permits are valid and in full force and effect. Since January 1, 2023, there has not occurred any material violation of, or

default (with or without notice or lapse of time or both) under, any such FDA Permit. The Company and each of its Significant Subsidiaries

are in compliance in all material respects with the terms of all such FDA Permits required for the operation of the businesses as currently

conducted. Since January 1, 2023, neither the Company nor any of its Significant Subsidiaries has received written notice of any

pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental

Entity alleging that any operation, activity, or Product of the Company or any of its Significant Subsidiaries is in material violation

of any FDA Law or FDA Permit.

(b)            Since

January 1, 2023, the Products have been researched, manufactured, imported, exported, processed, developed, labeled, stored, tested,

marketed, promoted, advertised and distributed by or on behalf of the Company or any of its Significant Subsidiaries in compliance in

all material respects with all applicable requirements under any applicable FDA Permits and all applicable FDA Laws, including applicable

statutes and implementing regulations administered or enforced by the FDA or any comparable Governmental Entity. Since January 1,

2023, all applications, notifications, submissions, information, claims, reports and data utilized by the Company or its Significant

Subsidiaries as the basis for, or submitted by or, to the knowledge of the Company, on behalf of the Company or its Significant Subsidiaries

in connection with, any and all requests for the FDA Permits relating to the Company or any of its Significant Subsidiaries when submitted

to the FDA or other Governmental Entity, were true and correct in all material respects as of the date of submission, and any material

updates, changes, corrections or modification to such applications, notifications, submissions, information, claims, reports and data

required under applicable FDA Laws have been submitted to the FDA or other Governmental Entity.

as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Significant Subsidiaries,

neither the Company nor any Significant Subsidiary has (i) made an untrue statement of a material fact or fraudulent statement to

the FDA, (ii) failed to disclose a material fact required to be disclosed to the FDA or (iii) made any statement, failed to

make any statement or committed any other act, which statement, failure or act, in any such case of the foregoing clauses (i), (ii) and

(iii), establishes a reasonable basis for the FDA to invoke its Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities

Final Policy, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. Neither the Company nor any of its

Significant Subsidiaries nor, to the knowledge of the Company, any of their respective officers, directors, employees, or Representatives,

has received any written notification from the FDA that it is the subject of any pending or threatened investigation by the FDA pursuant

to its Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities Final Policy.

(d)            Since

January 1, 2023, the manufacture of Products by or on behalf of the Company and its Significant Subsidiaries has been and is being

conducted in material compliance with all applicable Laws. Since January 1, 2023, none of the Company, any of its Significant Subsidiaries,

or, to the knowledge of the Company, any of their respective contract manufacturers for Products, has received any (i) FDA Form 483

that would be adverse in any material respect to the Company or its Significant Subsidiaries, (ii) warning letter, (iii) untitled

letter, (iv) it has come to our attention (IHCTOA) letter, (v) requests or requirements to make changes to the Company’s

or any of its Significant Subsidiaries’ Products, manufacturing processes or procedures related to any Product that would be adverse

in any material respect to the Company or its Significant Subsidiaries, or (vi) other similar written correspondence or written

notice from the FDA or any other Governmental Entity alleging or asserting material noncompliance with any applicable FDA Laws or the

FDA Permits with respect to any Product. Since January 1, 2023, no manufacturing site owned by the Company, its Significant Subsidiaries,

or, to the knowledge of the Company, any of their respective contract manufacturers for Products, is or has been subject to a shutdown

or import or export prohibition imposed by FDA or another Governmental Entity with respect to the Company’s or its Significant

Subsidiaries’ Products.

(e)            Since

January 1, 2023, except as would not reasonably be expected to have a Material Adverse Effect, (i) all studies, tests and preclinical

and clinical trials being conducted by or on behalf of the Company or its Significant Subsidiaries have been and are being conducted

in material compliance with applicable FDA Laws, including the requirements of Good Laboratory Practices or Good Clinical Practices,

as applicable, and (ii) the Company and its Significant Subsidiaries have not received any written notices, correspondence or communication

from any Institutional Review Board or similar body with oversight over clinical trials, the FDA or any other Governmental Entity, requiring

the termination, suspension or material adverse modification of any ongoing or planned clinical trials conducted by, or on behalf of,

the Company or its Significant Subsidiaries.

(f)            Except

as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Significant Subsidiaries,

neither the Company nor any Significant Subsidiary nor, to the knowledge of the Company, any of their respective officers, directors,

employees or Representatives is debarred, or has been convicted of any crime or has engaged in any conduct that would reasonably be expected

to result in (i) debarment, under 21 U.S.C. § 335a or any similar Law, or (ii) exclusion, under 42 U.S.C. Section 1320a-7b

or any similar Law.

(g)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2023,

the Company and each of its Significant Subsidiaries have been in compliance with all Health Care Laws applicable to the operation of

their respective businesses as then conducted. None of the Company, any of its Significant Subsidiaries or, to the knowledge of the Company,

any director, officer, employee or Representative of the Company or any of its Significant Subsidiaries (in each case, acting in the

capacity of an employee or Representative of the Company or such Significant Subsidiary), is subject to any enforcement, regulatory or

administrative proceedings against or affecting the Company or any of its Significant Subsidiaries relating to or arising under the Health

Care Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(i)            None

of the Company, any of its Significant Subsidiaries, or, to the knowledge of the Company, any of its or their directors, officers, employees

or Representatives (in each case, acting in the capacity of an employee or Representative of the Company or any Significant Subsidiary)

is a party to any corporate integrity agreement, deferred prosecution agreement, consent decree, settlement order or similar agreement

with or imposed by any Governmental Entity, and no such Action is pending as of the date hereof.

(h)            As

used in this Agreement:

(i)             “Products”

means Rolvedon.

Section 4.17           Insurance.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) all insurance

policies of the Company and its Significant Subsidiaries (other than those which have expired in accordance with their terms) are in

full force and effect and provide insurance in such amounts and against such risks as management has determined to be prudent in accordance

with industry practices and (b) neither the Company nor any of its Significant Subsidiaries is in breach or default, and neither

the Company nor any of its Significant Subsidiaries has taken any action or failed to take any action which, with notice or the lapse

of time, would constitute such a breach or default, or permit termination or modification of, any of such insurance policies.

Section 4.18           Properties.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or one of

its Subsidiaries has good title to all the properties and assets reflected in the audited balance sheet of the Company included in the

Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to

the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary

course of business), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or the amount or validity

of which is being contested in good faith by appropriate proceedings, (b) Liens arising under worker’s compensation, unemployment

insurance, social security, retirement and similar legislation, (c) Liens permissible under any applicable loan agreements and indentures

and (d) such imperfections or irregularities or title, easements, rights of way and other Liens, whether or not of record, that

do not materially affect the use of the properties or assets subject thereto for the purposes for which they are currently being used.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or one of

its Subsidiaries is the lessee of all leasehold estates reflected in the audited balance sheet of the Company as at the Measurement Date

included in the Company SEC Documents or acquired after the date thereof that are material to the Company’s business on a consolidated

basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of

in the ordinary course of business) and is in possession of the properties purported to be leased thereunder, and each such lease is

valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. No representation is made under this

Section 4.18 with respect to any intellectual property or intellectual property rights, which are the subject of Section 4.19.

Section 4.19           Intellectual

Property.

(a)            Section 4.19(a) of

the Company Disclosure Letter sets forth a true and complete list of all registered trademarks, service marks or tradenames, patents,

patent applications, registered copyrights, applications to register copyright and domain names owned or licensed by the Company or any

of its Significant Subsidiaries on the date hereof and that are material to the businesses of the Company and its Significant Subsidiaries,

taken as a whole (collectively, “Company Registered IP”). No Company Registered IP is involved in any interference,

reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the Company, no such action is or has

been threatened with respect to any of the Company Registered IP. Except as would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect, all Company Registered IP is owned by the Company or one its Subsidiaries free and clear

of all Liens. Neither the Company nor any of its Significant Subsidiaries has received any written notice or claim in the year prior

to the date hereof challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved.

(b)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Company and its

Significant Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all information of the Company or

its Significant Subsidiaries that derives economic value (actual or potential) from not being generally known to other Persons who can

obtain economic value from its disclosure or use, including taking commercially reasonable steps to safeguard any such information that

is accessible through computer systems or networks.

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company,

(i) the Company and its Significant Subsidiaries are not infringing upon or misappropriating any patents, copyrights, trademarks,

trade secrets, internet domain names or other intellectual property (“Intellectual Property”) of any third party in

connection with the conduct of their respective businesses, and neither the Company nor any of its Significant Subsidiaries has received

in the year prior to the date hereof any written notice or claim asserting that any such infringement or misappropriation is occurring,

which notice or claim remains pending or unresolved, (ii) no third party is misappropriating or infringing any Intellectual Property

owned by the Company or any of its Significant Subsidiaries and (iii) no Intellectual Property owned or licensed by the Company

or any of its Significant Subsidiaries is subject to any outstanding order, judgment, decree or stipulation restricting or limiting in

any material respect the use or licensing thereof by the Company or any of its Significant Subsidiaries.

Section 4.20           Data

Privacy.

(a)            The

Company and, to the knowledge of the Company, all vendors, processors, or other third parties processing, on behalf of the Company, information

or data, in any form, that is capable, directly or indirectly, of being associated with, related to or linked to a natural Person and/or

other data that is considered “personally identifiable information,” “personal information,” “personal

data,” or any substantially similar term by any applicable Privacy Requirements (“Personal Information”), comply

and have since January 1, 2023, complied in all material respects with (i) applicable Laws relating to the privacy, security,

or processing of Personal Information, data breach notification, website and mobile application privacy policies and practices, processing

and security of payment card information, and email, text message, or telephone communications, (ii) the Company’s public

policies, notices, and/or written statements related to Personal Information, and (iii) contractual commitments related to the processing

of Personal Information binding upon the Company (collectively, the “Privacy Requirements”).

(b)            Following

the execution, delivery, and performance of this Agreement and the Merger, Purchaser and the Surviving Corporation will have the right

to process, on similar terms and conditions, all Personal Information that was processed by or on behalf of the Company prior to the

execution, delivery, and performance of this Agreement and the Merger.

Company has implemented, maintained and complied with, commercially reasonable technical, physical, and organizational measures, plans,

procedures, controls, and programs, to (i) protect Personal Information against any accidental, unlawful or unauthorized access,

use, loss, disclosure, alteration, destruction, compromise, or cyberattack, including a ransomware attack or a denial-of-service

attack (each, a “Security Incident”), and (ii) identify and address internal and external risks to the privacy

and security of Personal Information. The Company has not experienced any material Security Incidents in the last three (3) years.

(d)            In

relation to any Security Incident and/or alleged or actual violation of any Privacy Requirement, the Company has not (i) notified

or been required to notify any customer, consumer, employee, Governmental Entity, or other Person, or (ii) received any written

notice, inquiry, request, claim, complaint, correspondence or other communication from, or been the subject of any investigation or enforcement

action by, any Governmental Entity or other Person. To the knowledge of the Company, there are no facts or circumstances that could give

rise to the occurrence of (i) or (ii).

Section 4.21           State

Takeover Statutes; Anti-Takeover Provisions. Assuming the accuracy of the representations and warranties of Parent and Purchaser

set forth in Section 5.9, no “fair price,” “moratorium,” “control share acquisition” or similar

antitakeover Law (collectively, “Takeover Laws”) enacted under of any state Laws in the United States apply to this

Agreement or any of the transactions contemplated hereby. As of the date hereof, the Company is not party to a stockholder rights agreement,

“poison pill” or similar anti-takeover agreement or plan.

Section 4.22           Section 251(h).

The Company has not taken, or authorized or permitted any of its Representatives to take, any action that would reasonably be expected

to render Section 251(h) of the DGCL inapplicable to the Merger.

Section 4.23           Affiliate

Transactions. Except for directors’ and employment-related Material Contracts filed or incorporated by reference as an exhibit

to a Company SEC Document filed by the Company prior to the date hereof and for any intercompany agreements, as of the date hereof, no

executive officer or director of the Company is a party to any Material Contract with or binding upon the Company or any of its Significant

Subsidiaries or any of their respective properties or assets or has any material interest in any material property owned by the Company

or any of its Significant Subsidiaries or has engaged in any material transaction with any of the foregoing within the last 24 months.

Section 4.24           Brokers.

No broker, investment banker, financial advisor or other Person, other than Moelis & Company LLC is entitled to any broker’s,

finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this

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

Section 4.25           Opinion

of Financial Advisor. Moelis & Company LLC has delivered to the Company Board its written opinion (or oral opinion to be

confirmed in writing) to the effect that, as of the date thereof, the Offer Price to be received by the holders of Shares in the Offer

and the Merger is fair, from a financial point of view, to such holders.

Section 4.26           International

Trade Laws; Anti-Bribery.

(a)            The

Company and its Significant Subsidiaries are and for the past five years have been in material compliance with International Trade Laws

and have not taken any action that violates, evades or avoids, or attempts to violate International Trade Laws. Neither the Company nor

any of its Significant Subsidiaries, nor to the knowledge of the Company, any of their respective directors, executives, employees or

Representatives acting on behalf of the Company or its Significant Subsidiaries, during the past five years: (i) is a Sanctioned

Person; or (ii) has unlawfully conducted any business or engaged in any transaction involving any contribution of funds, goods or

services to or for the benefit of any Sanctioned Person or unlawfully dealt in any property or interests in property of any Sanctioned

Person.

(b)            To

the knowledge of the Company, during the past five years, no Action or notice has been filed or commenced against the Company or its

Significant Subsidiaries alleging any failure to comply with any International Trade Laws.

the Company, any of its Significant Subsidiaries nor any of their respective directors, officers or employees, nor, to the knowledge

of the Company, any other Representative or other Person acting on behalf of the Company or any of its Significant Subsidiaries has since

January 1, 2023 (i) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, any applicable

Law enacted in any jurisdiction in connection with or arising under the OECD Convention Combating Bribery of Foreign Public Officials

in International Business Transactions, any provision of the UK Bribery Act of 2010 or any other applicable Law relating to bribery,

corruption, fraud or improper payments (the “Anti-Corruption Laws”); (ii) made, offered to make, promised to make, facilitated

or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, kickback or other unlawful

advantage or payment or gift of money or anything of value, regardless of form or amount, to any Person for the purpose of securing an

unlawful advantage, inducing the recipient to violate an official or lawful duty, reward the recipient for an unlawful advantage already

given, or for any other improper purpose; (iii) requested, agreed to receive, or accepted a payment, gift or hospitality from a

Person if it is known or suspected that it is offered with the expectation that it will obtain an unlawful business advantage for them;

(iv) established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties; (v) to the knowledge

of the Company, been or is, under administrative, civil, or criminal investigation, indictment, information, suspension, debarment, or

audit by any party, in connection with alleged or possible violations of any Anti-Corruption Laws; (vi) since January 1, 2023,

received written notice from, or made a voluntary disclosure to, any Governmental Entity with regard to any alleged or potential violations

of any Anti-Corruption Laws; or (vii) violated or is in violation of any other applicable Laws regarding use of funds for political

activity or commercial bribery. None of the Representatives of the Company are (A) an employee of any Governmental Entity, (B) an

employee of any commercial enterprise that is owned or controlled by a Governmental Entity, including any state-owned or controlled university

or medical facility, (C) an employee of any public international organization, such as the International Monetary Fund, the United

Nations or the World Bank, (D) a Person acting as the director of or in an official capacity for any Governmental Entity, enterprise,

or organization identified above, or (E) any official of a political party or candidate for political office.

(d)            For

purposes of this Agreement, the following terms shall have the meanings assigned below:

(i)             “International

Trade Laws” means all applicable U.S. and non-U.S. laws, statutes, rules, regulations, judgments, orders (including executive

orders), decrees or restrictive measures relating to economic, financial, or trade sanctions, export control, or anti-boycott measures

administered, enacted, or enforced by a relevant Sanctions Authority, as well as applicable customs laws.

(ii)            “Sanctioned

Jurisdiction” means a country or territory which is, or during the past five years has been, the subject or target of comprehensive

U.S. sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic

and Luhansk People’s Republic regions of Ukraine).

(iii)           “Sanctioned

Person” means a Person (i) identified on the United States’ Specially Designated Nationals and Blocked Persons List,

the United States’ Denied Persons List, Entity List or Debarred Parties List, the United Nations Security Council Sanctions List,

the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions, the United Kingdom’s Consolidated

List of Financial Sanctions Targets, or any other similar list maintained by any Sanctions Authority having jurisdiction over the parties

to this Agreement; (ii) located, organized or resident in a Sanctioned Jurisdiction or (iii) owned, 50% or more, individually

or in the aggregate by, controlled by, or acting on behalf of a Person described in clause ‎(i) or ‎(ii) above.

(iv)           “Sanctions

Authority” means the United States government, the Office of Foreign Assets Control of the U.S. Department of the Treasury,

the U.S. Department of State, the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council,

the European Union, any Member State of the European Union and the competent national authorities thereof, the United Kingdom, the Office

of Financial Sanctions Implementation of His Majesty’s Treasury, the Export Control Joint Unit of the UK Department of International

Trade, and any other relevant governmental, intergovernmental or supranational body, agency or authority with jurisdiction over the parties

to this Agreement.

Section 4.27           No

Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, each of Parent

and Purchaser acknowledges that neither the Company nor any other Person on behalf of the Company makes any other express or implied

representation or warranty with respect to the Company or any of its Subsidiaries with respect to any other information provided to Parent

or Purchaser in connection with the transactions contemplated by this Agreement. Neither the Company nor any other Person will have or

be subject to any liability to Parent, Purchaser or any other Person resulting from the distribution to Parent or Purchaser, or Parent’s

or Purchaser’s use of, any such information, including any information, documents, projections, forecasts or other material made

available to Parent or Purchaser in certain “data rooms” or management presentations in expectation of, or in connection

with, the transactions contemplated by this Agreement.

Article V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Except as set forth in the

disclosure letter delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Letter”)

(it being agreed that disclosure of any information in a particular section or subsection of the Parent Disclosure Letter shall be deemed

disclosure with respect to any other section or subsection of this Agreement to which the relevance of such information is reasonably

apparent), Parent and the Purchaser, jointly and severally, represent and warrant to the Company as follows:

Section 5.1             Organization,

Standing and Power.

(a)            Each

of Parent and Purchaser (i) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its incorporation, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry

on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction

in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary,

except, with respect to clauses (ii) and (iii), for any such failures to have such power and authority or to be so qualified

or licensed or in good standing as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse

Effect. For purposes of this Agreement, “Parent Material Adverse Effect” means any event, change, occurrence or effect

that would prevent, materially delay or materially impede the performance by Parent or Purchaser of its obligations under this Agreement

or the consummation of the Merger or any of the other transactions contemplated hereby.

(b)            Parent

has previously furnished to the Company a true and complete copy of the certificate of incorporation and bylaws of each of Parent and

Purchaser, in each case as amended to the date of this Agreement, and each as so delivered is in full force and effect. Neither Parent

nor Purchaser is in violation of any provision of its certificate of incorporation or bylaws in any material respect.

Section 5.2             Authority.

Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations

hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance

of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been

duly authorized by the Boards of Directors of Parent and Purchaser, and no other corporate proceedings on the part of Parent or Purchaser

are necessary to approve this Agreement or to consummate the transactions contemplated hereby, subject in the case of the consummation

of the Merger, to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL.

This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery

by the Company, constitutes a valid and binding obligation of Parent and Purchaser, enforceable against each of them in accordance with

its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or

similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

Section 5.3             No

Conflict; Consents and Approvals.

(a)            The

execution, delivery and performance of this Agreement by Parent and Purchaser, and the consummation by Parent and Purchaser of the transactions

contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Purchaser,

(ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below

have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or

Purchaser or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute

a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under,

or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Purchaser is a

party or by which Parent or Purchaser or any of their respective properties are bound, except, in the case of clauses (ii) and (iii),

for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate,

reasonably be expected to have a Parent Material Adverse Effect.

(b)            The

execution, delivery and performance of this Agreement by Parent and Purchaser, and the consummation by Parent and Purchaser of the transactions

contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification

to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Exchange Act and

the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the

filings required to be made under the HSR Act and any filings required under the applicable requirements of Foreign Antitrust Laws, (iii) such

filings as necessary to comply with the applicable requirements of NASDAQ, (iv) the filings required under any Health Care Laws,

(v) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (vi) any

such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually

or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Section 5.4             Certain

Information. The Offer Documents will not, at the respective times they are first filed with the SEC, amended or supplemented or

first published, distributed or disseminated to the Company’s stockholders, contain any untrue statement of a material fact or

omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they are made, not misleading. The Offer Documents will comply in all material respects with the requirements of the Exchange

Act. Notwithstanding the foregoing, neither Parent nor Purchaser makes any representation or warranty with respect to statements included

or incorporated by reference in the Offer Documents based on information supplied in writing by or on behalf of the Company specifically

for inclusion or incorporation by reference therein. None of the information supplied or to be supplied by or on behalf of Parent or

Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9 will, at the time it is first published,

distributed or disseminated to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they

are made, not misleading. Notwithstanding the foregoing, neither Parent nor Purchaser makes any representation or warranty with respect

to statements included or incorporated by reference in the Schedule 14D-9 based on information supplied in writing by or on behalf of

the Company specifically for inclusion or incorporation by reference therein.

Section 5.5             Litigation.

Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (a) there

is no Action pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries or any of their respective

properties by or before any Governmental Entity and (b) neither Parent nor any of its Subsidiaries nor any of their respective properties

is or are subject to any judgment, order, injunction, rule or decree of any Governmental Entity.

Section 5.6             Ownership

and Operations of Purchaser. Purchaser was formed solely for the purpose of engaging in the transactions contemplated hereby and

has engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein. The

authorized capital stock of Purchaser consists of 1,000 shares of common stock, par value $0.001 per share, all of which are validly

issued and outstanding. All of the issued and outstanding capital stock of Purchaser is, and at the Effective Time will be, owned directly

or indirectly by Parent.

Section 5.7             Financing.

(a)            Commitment

Letters and Limited Guarantees.

(i)             Attached

as Exhibit E hereto is a true, accurate and complete copy of a fully executed equity commitment letter as in effect on the

date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Equity

Commitment Letter”) from Joseph M. Limber and Brett K.E. Lund (collectively, the “Equity Investors” and

individually, an “Equity Investor”), relating to the commitment of the Equity Investors, upon the terms and subject

to the conditions set forth therein, to provide Parent with equity financing in the amount set forth therein (the “Equity Financing”)

solely for the purpose of funding the transactions contemplated hereby.

(ii)            Parent

has delivered to the Company, on or prior to the date hereof, and attached as Exhibit F hereto, a true, accurate and complete

copy of a fully executed debt commitment letter as in effect on the date hereof, including all amendments, exhibits, attachments, appendices

and schedules thereto as of the date hereof (the “Debt Commitment Letter” and, together with the Equity Commitment

Letter, the “Commitment Letters”) from the lender party thereto (together with its Affiliates, the “Lender”),

relating to the commitment of the Lender, upon the terms and subject to the conditions set forth therein, to lend Purchaser the amounts

set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financings”)

partially for the purpose of funding the transactions contemplated hereby, together with any fee letter related thereto (the “Fee

Letter”); provided, however, that, the fee amounts and percentages, pricing caps, market flex and other economic,

numerical or commercially sensitive terms in a copy of any fee letter delivered pursuant hereto may be redacted (none of which redactions

could adversely effect the amount, conditionality, enforceability, availability or termination of the Debt Financing).

(iii)           Attached

as Exhibit G hereto are true, accurate and complete copies of the fully executed limited guarantees in favor of Company as in effect

on the date hereof, including all amendments, exhibits, attachments, appendices and schedules thereto as of the date hereof (the “Limited

Guarantees”) from Parent and Joseph M. Limber (collectively, the “Guarantors”) relating to the commitments

of the Guarantors, upon the terms and subject to the conditions set forth therein, with respect to certain payment obligations of Parent

and Purchaser under this Agreement.

(iv)           As

of the date hereof, each of the Commitment Letters and Limited Guarantees (i) is in full force and effect and is a legal, valid,

binding and enforceable obligation of Parent, the Equity Investors, the Guarantors and, to the knowledge of Parent, the Lender, as applicable,

except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’

rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law, and (ii) has not

been withdrawn or terminated or otherwise amended or modified in any respect (other than as expressly permitted hereunder). Parent has

fully paid all commitment fees or other fees required to be paid by it under the Commitment Letters on or prior to the date hereof. As

of the date hereof, neither Parent, nor to the knowledge of Parent, any other party to any of the Commitment Letters or the Limited Guarantees

is in default or breach of any of the Commitment Letters or the Limited Guarantees, as applicable. As of the date of this Agreement,

and assuming the accuracy of the Company’s representations and warranties set forth in this Agreement, Parent does not know of

any circumstance or condition that would reasonably be expected to prevent or substantially delay the availability of the full amount

of the Financings on or prior to the Closing to the extent necessary for Parent to effect the Closing.

(v)            Except

as expressly set forth in the unredacted portions of the Commitment Letters, there are no conditions precedent to the obligations of

the counterparties thereto to provide the full amount of the Financings. Other than the Commitment Letters or the Limited Guarantees,

as applicable, there are no other contracts between any Debt Financing Source or Equity Investor, on the one hand, and Parent, on the

other hand, with respect to the Financings (other than a fee letter with the Lender, a copy of which has been provided to the Company

with redactions for fee amounts and percentages, pricing caps, market flex and other economic, numerical or commercially sensitive terms

(none of which redactions relate to the amount, conditionality, enforceability, availability or termination of the Debt Financing)).

(b)            Parent

and Purchaser will have, at the Acceptance Time, sufficient cash, available lines of credit or other sources of immediately available

funds to consummate the transactions contemplated hereby, including payment of all amounts required to be paid pursuant to Article III

and amounts required to be paid in respect of the Convertible Notes, and to pay all related fees and expenses.

Section 5.8             Vote/Approval

Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement

or the Merger or the other transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Purchaser (which

shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of

Purchaser necessary to approve this Agreement or the Merger or the other transactions contemplated hereby.

Section 5.9             Ownership

of Shares. Neither Parent nor Purchaser is, nor at any time for the past three years has been, an “interested stockholder”

of the Company as defined in Section 203 of the DGCL. As of the date of this Agreement, Parent or a Subsidiary of Parent do not

beneficially own any Shares, and no other Shares or instruments whose value is dependent upon the value of a Share. Parent and each of

its Subsidiaries are affiliates of Purchaser as such term is defined in Section 251(h) of the DGCL.

Section 5.10           Brokers.

Except as set forth in Section 5.10 of the Parent Disclosure Letter, no broker, investment banker, financial advisor or other Person

is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the

transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Purchaser.

Section 5.11           No

Other Representations or Warranties. Except for the representations and warranties contained in this Article V, the Company

acknowledges that none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser makes any other express or implied representation

or warranty with respect to Parent or Purchaser or with respect to any other information provided to the Company.

Section 5.12           Access

to Information. Each of Parent and Purchaser acknowledges and agrees that it (a) has had an opportunity to discuss and ask questions

regarding the business of the Company and its Subsidiaries with the management of the Company, (b) has had access to the books and

records of the Company, the “data room” maintained by the Company for purposes of the transactions contemplated by this Agreement

and such other information as it has desired or requested to review and (c) has conducted its own independent investigation of the

Company and its Subsidiaries and the transactions contemplated hereby, and has not relied on an representation or warranty by any Person

regarding the Company and its Subsidiaries, except as expressly set forth in Article IV. Without limiting the foregoing, except

for the representations and warranties set forth in ‎Article IV of this Agreement or in any certificate delivered in connection

with this Agreement, each of Parent and Purchaser further acknowledges and agrees that none of the Company or any of its stockholders,

directors, officers, employees, Affiliates, advisors or other Representatives has made any representation or warranty concerning any

estimates, projections, forecasts, business plans or other forward-looking information regarding the Company, its Subsidiaries or their

respective businesses and operations. Each of Parent and Purchaser hereby acknowledges that there are uncertainties inherent in attempting

to develop such estimates, projections, forecasts, product roadmaps, business plans and other forward-looking information with which

Parent and Purchaser are familiar, that Parent and Purchaser are taking full responsibility for making their own evaluation of the adequacy

and accuracy of all estimates, projections, forecasts, product roadmaps, business plans and other forward-looking information furnished

to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, product roadmaps, business

plans and other forward-looking information), and that Parent and Purchaser will have no claim against the Company or any of its stockholders,

directors, officers, employees, Affiliates, advisors or other Representatives with respect thereto.

Article VI

COVENANTS

Section 6.1             Conduct

of Business of the Company.

(a)           The

Company covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as contemplated or

permitted by this Agreement, (ii) as disclosed in Section 6.1 of the Company Disclosure Letter, (iii) in accordance with

the Asset Purchase Agreement and ancillary agreements thereto (including the consummation of the transactions contemplated thereby),

(iv) as required by applicable Law or any decree, order, directive or guidelines issued by a Governmental Entity (including any

Public Health Measures), (v) in connection with actions taken (or omitted to be taken) in good faith to address any extraordinary

or unusual event occurring after the date hereof that is beyond the reasonable control of the Company or its Subsidiaries as would cause

a reasonably prudent Person to take commercially reasonable actions outside the ordinary course of business or (vi) with the prior

written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause

each of its Subsidiaries to, use its commercially reasonable efforts to conduct its business in the ordinary course of business in all

material respects; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically

addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action constitutes a breach

of such provision of Section 6.1(b)(i).

(b)           Between

the date of this Agreement and the Effective Time, except (1) as contemplated or permitted by this Agreement, (2) as disclosed

in Section 6.1 of the Company Disclosure Letter, (3) in accordance with the Asset Purchase Agreement and ancillary agreements

thereto (including the consummation of the transactions contemplated thereby), (4) as required by applicable Law or any decree,

order, directive or guideline issued by a Governmental Entity (including any Public Health Measures), (5) in connection with actions

taken (or omitted to be taken) in good faith to address any extraordinary or unusual event occurring after the date hereof that is beyond

the reasonable control of the Company or its Subsidiaries as would cause a reasonably prudent Person to take commercially reasonable

actions outside the ordinary course of business or (6) with the prior written consent of Parent (which consent shall not be unreasonably

withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall:

(i)            amend

or otherwise change its certificate of incorporation or bylaws or any similar governing instruments;

(ii)           issue,

deliver, sell, pledge, dispose of or encumber any shares of capital stock, or grant to any Person any right to acquire any shares of

its capital stock, except (A) pursuant to (1) the exercise or settlement of Company Equity Awards outstanding as of the date

hereof (or permitted hereunder to be granted after the date hereof) or (2) the conversion of the Convertible Notes, in each case

in accordance with the terms of such instruments or (B) the grant of Company Equity Awards (and issuances of Shares pursuant thereto)

made in the ordinary course of business;

(iii)          declare,

set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its

capital stock (except for (i) regular quarterly cash dividends on the Shares or (ii) any dividend or distribution by a Subsidiary

of the Company to the Company or to other Subsidiaries);

(iv)          adjust,

split, combine, redeem, repurchase or otherwise acquire any shares of capital stock of the Company (except (A) in connection with

the cashless exercises or similar transactions pursuant to the exercise or settlement of Company Equity Awards or settlement of other

awards or obligations outstanding as of the date hereof or permitted to be granted after the date hereof or (B) as required pursuant

to the terms of the Convertible Notes and the Indenture), or reclassify, combine, split, subdivide or otherwise amend the terms of its

capital stock;

(v)           (A) acquire

(whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization

or division thereof or any assets, in each case, having a value in excess of $250,000 individually or $1,000,000 in the aggregate, other

than purchases of inventory and other assets in the ordinary course of business or pursuant to existing Contracts; (B) sell or otherwise

dispose of (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business

organization or division thereof or any assets, in each case, having a value in excess of $250,000 individually or $1,000,000 in the

aggregate, other than sales or dispositions of inventory and other assets in the ordinary course of business or pursuant to existing

Contracts;

(vi)          other

than in the ordinary course of business, enter into, materially amend or terminate any Material Contract;

(vii)         (A) make

any loans, advances or capital contributions to, or investments in, any other Person (other than a Subsidiary of the Company), (B) incur

any indebtedness for borrowed money or issue any debt securities or (C) assume, guarantee, endorse or otherwise become liable or

responsible for the indebtedness or other obligations of another Person (other than a guaranty by the Company on behalf of its Subsidiaries),

in each case, (1) in excess of $250,000 individually or $1,000,000 in the aggregate or (2) other than in the ordinary course

of business;

(viii)        except

to the extent required by applicable Law (including Section 409A of the Code), any arrangement in effect as of the date hereof,

as contemplated by Section 6.7 or as consistent with past practice, (A) materially increase the compensation or benefits of

any director or executive officer of the Company or (B) amend or adopt any compensation or benefit plan including any pension, retirement,

profit-sharing, bonus or other employee benefit or welfare benefit plan (other than any such adoption or amendment that does not materially

increase the cost to the Company or any of its Subsidiaries of maintaining the applicable compensation or benefit plan) with or for the

benefit or its employees or directors;

(ix)          implement

or adopt any material change in its methods of accounting, except as may be appropriate to conform to changes in statutory or regulatory

accounting rules or GAAP or regulatory requirements with respect thereto;

(x)           compromise,

settle or agree to settle any Action (including any Action relating to this Agreement or the transactions contemplated hereby), or consent

to the same, other than compromises, settlements or agreements in the ordinary course of business that involve only the payment of money

damages (A) not in excess of $250,000 individually or $1,000,000 in the aggregate or (B) consistent with the reserves reflected

in the Company’s balance sheet at the Measurement Date; or

(xi)          agree

to take any of the actions described in Section 6.1(b)(i) through 6.1(b)(x).

making any determination as to whether the Company or its Subsidiaries have discharged their obligations to operate in the “ordinary

course of business” or used “commercially reasonable efforts” or similar covenants under this Agreement, any actions

or omissions shall be assessed based on what is practicable or reasonable, as determined by the Company or its Subsidiaries in their

reasonable discretion. Without limitation to the foregoing, actions taken (or omitted to be taken) in good faith in response to (i) any

unforeseen or atypical event that is beyond the reasonable control of the Company or its Subsidiaries as would cause a reasonably prudent

Person to take commercially reasonable actions that might otherwise be deemed outside the ordinary course of business or (ii) any

actions taken by any Governmental Entity in connection with the matters described clause (i) above (including any Public Health

Measures), shall be deemed to be in the ordinary course of business.

(d)           Parent’s

prior written consent to any action restricted by this Section 6.1 shall be deemed granted on the earlier of (i) the date of

delivery of such consent to the Company by Parent and (ii) the fifth Business Day (unless a shorter time is reasonably required

by the circumstances and such shorter time is specified in the request delivered to Parent) after delivery by the Company to Parent of

such request for consent unless Parent notifies the Company to the contrary prior to such date.

Section 6.2             Conduct

of Business of Parent and Purchaser Pending the Merger. From and after the date hereof and prior to the Effective Time, and except

as may otherwise be required by applicable Law, each of Parent and Purchaser agree that it shall not, directly or indirectly, take any

action which is intended to or which would reasonably be expected to (a) materially adversely affect or materially delay the ability

of Parent or Purchaser from obtaining any necessary approvals of any Governmental Entity necessary for the consummation of the transactions

contemplated hereby, (b) materially adversely affect or materially delay the ability of Parent or Purchaser from performing its

covenants or agreements, (c) cause its representations and warranties set forth in Article V to be untrue in any material respect

or (d) otherwise, individually or in the aggregate, have a Parent Material Adverse Effect.

Section 6.3             No

Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right

to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in

this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’

operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the

terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 6.4             Company

Board Recommendation; Acquisition Proposals.

(a)           Company

Board Recommendation.

(i)            Subject

to this Section 6.4(a), the Company Board (or a duly authorized committee thereof) shall recommend that the Company’s stockholders

accept the Offer and tender their Shares to Purchaser pursuant to the Offer (the “Company Board Recommendation”).

(ii)           Subject

to Section 6.4(a)(iii), neither the Company Board nor a duly authorized committee thereof shall (i) withdraw, amend, modify

or qualify in a manner adverse to Parent or Purchaser, or publicly propose to withhold, withdraw, amend, modify or qualify in a manner

adverse to Parent or Purchaser, the Company Board Recommendation, (ii) publicly approve, adopt, declare advisable or recommend an

Acquisition Proposal, (iii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to

the Company stockholders or fail to publicly reaffirm the Company Board Recommendation upon written request of Parent within the earlier

of three (3) Business Days prior to the then-scheduled Expiration Date or five (5) Business Days after Parent requests in writing

such reaffirmation with respect to any Acquisition Proposal; provided that the Company Board shall not be required to reaffirm

the Company Board Recommendation more than three times, or (iv) (A) if any Acquisition Proposal has been publicly disclosed,

fail to publicly recommend against such Acquisition Proposal within ten (10) Business Days after a request from Parent to do so,

or (B) if any tender offer or exchange offer for the outstanding Company Shares is commenced pursuant to Rule 14d-2 under

the Exchange Act (other than by Parent or an Affiliate of Parent), fail to recommend, within ten (10) Business Days after such commencement,

against acceptance of such tender offer or exchange offer by the Company stockholders (each of clauses (i), (ii), (iii) and (iv),

a “Company Board Recommendation Change”); provided, however, that, notwithstanding anything herein

to the contrary, a “stop, look and listen” communication by the Company Board or any committee thereof to the Company stockholders

pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed in and of itself to be a Company Board Recommendation Change,

provided that in such disclosure, the Company shall state that the Company Board Recommendation continues to be in effect unless, prior

to the time of such public disclosure, a Company Board Recommendation Change has been made in compliance with this Section 6.4(a).

(iii)          Notwithstanding

the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Acceptance Time, the Company Board (or

a duly authorized committee thereof) may in response to (A) the receipt of an Acquisition Proposal received after the date hereof

that did not result from a material breach of this Section 6.4(a) or (B) the occurrence of an Intervening Event, effect

a Company Board Recommendation Change, provided that (1) the Company Board (or a duly authorized committee thereof) determines

in good faith (after consultation with its outside legal counsel) that the failure to take such action would reasonably be expected to

be inconsistent with the directors’ fiduciary duties under applicable Law, (2) the Company Board (or a duly authorized committee

thereof) determines in good faith (after consultation with its outside legal counsel) that an Intervening Event has occurred, (3) the

Company provides written notice to Parent at least five (5) Business Days prior to effecting a Company Board Recommendation

Change specifying the reasons therefor (a “Change of Recommendation Notice”), (4) prior to effecting such Company

Board Recommendation Change, the Company shall, and shall cause its Representatives to be reasonably available to negotiate with Parent

in good faith (to the extent Parent desires to negotiate) during such five (5) Business Day period to make such adjustments in the

terms and conditions of this Agreement so that failure to make a Company Board Recommendation Change would not be inconsistent with the

directors’ fiduciary duties under applicable Law, and (5) no earlier than the end of such five (5) Business Day period,

the Company Board (or a duly authorized committee thereof) determines in good faith (after consultation with its financial advisor(s) and

outside legal counsel), after considering any amendments to the terms and conditions of this Agreement proposed by Parent in a binding

written offer during such five (5) Business Day period, that the failure to take such action would be inconsistent with its fiduciary

duties under applicable Law. Following delivery of a Change of Recommendation Notice, in the event of any material change to such Intervening

Event, the Company shall provide a new Change of Recommendation Notice to Parent, and any Company Board Recommendation Change following

delivery of such new Change of Recommendation Notice shall again be subject to clauses (3) through (5) of the immediately preceding

sentence (but the five (5) Business Day period shall instead be two (2) Business Days).

(b)           Acquisition

Proposals.

(i)            Except

as set forth in this Section 6.4(b), the Company agrees that it shall not, and shall use its reasonable best efforts to cause its

Subsidiaries, directors, officers and employees, its investment bankers, attorneys, accountants and other advisors or representatives

(collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit or knowingly encourage

(including by providing information) any inquiries, proposals or offers with respect to, or the making or completion of, an Acquisition

Proposal or (ii) engage or participate in any negotiations or discussions (other than to state that they are not permitted to have

discussions) concerning, or provide or cause to be provided any non-public information or data relating to the Company or any of its

Subsidiaries in connection with, an Acquisition Proposal. The Company agrees that it will immediately cease and cause to be terminated

any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal;

provided, that nothing in this Agreement shall restrict the Company from permitting a Person to request the waiver of a “standstill”

or similar obligation or from granting such a waiver, in each case, solely to the extent necessary to comply with fiduciary duties under

applicable Law.

(ii)           Notwithstanding

anything to the contrary in Section 6.4(b)(i), the Company may, in response to an unsolicited bona fide written Acquisition Proposal

that did not result from a material breach of Section 6.4(b)(i) and that the Company Board determines in good faith constitutes

or could reasonably be expected to lead to a Superior Proposal, (i) furnish information with respect to the Company and its Subsidiaries

to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms substantially similar to those

contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply

with its obligations under this Agreement and it being understood that the Company may enter into a confidentiality agreement without

a standstill provision) and (ii) participate in discussions or negotiations with such Person and its Representatives regarding such

Acquisition Proposal; provided, however, that the Company shall concurrently provide or make available to Parent any material

non-public information concerning the Company or any of its Subsidiaries that is provided to the Person making such Acquisition Proposal

or its Representatives which was not previously provided or made available to Parent.

(iii)          Subject

to the permitted actions contemplated by clause (iv) below, and Section 8.1(d)(ii), neither the Company Board nor any committee

thereof shall cause or permit the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding,

agreement in principle, acquisition agreement, merger agreement, or other similar agreement (other than a confidentiality agreement referred

to in Section 6.4(b)(ii) entered into in compliance with Section 6.4(b)(i)) (an “Alternative Acquisition Agreement”)

relating to any Acquisition Proposal.

(iv)          Notwithstanding

anything to the contrary set forth in this Section 6.4(b), following receipt of a written Acquisition Proposal by the Company after

the date of this Agreement that did not result from a material breach of this Section 6.4(b) and that the Company Board determines

in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal, the Company

Board may terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance

with Section 8.1(d)(ii), or authorize, resolve, agree or propose publicly to take any such action, if all of the following conditions

are met:

(A)           (A) the

Company shall have provided to Parent three Business Days’ prior written notice, which shall state expressly (1) that it has

received a written Acquisition Proposal that constitutes a Superior Proposal, (2) the material terms and conditions of the Acquisition

Proposal (including the consideration offered therein and the identity of the Person or group making the Acquisition Proposal) and shall

have contemporaneously provided an unredacted copy of the Alternative Acquisition Agreement and all other documents (other than immaterial

documents) related to the Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material

term or condition of such Superior Proposal shall require a new notice and an additional three Business Day period) and (3) that,

subject to clause (B) below, the Company Board has determined to terminate this Agreement in accordance with Section 8.1(d)(ii) in

order to enter into the Alternative Acquisition Agreement, as applicable and (B) prior to terminating this Agreement in accordance

with Section 8.1(d)(ii), as applicable, (x) the Company shall have used commercially reasonable efforts to engage in good faith

with Parent (to the extent Parent wishes to engage) during such notice period, which may be on a non-exclusive basis, to consider any

adjustments proposed by Parent to the terms and conditions of this Agreement such that the Alternative Acquisition Agreement ceases to

constitute a Superior Proposal and (y) in determining whether to effect a termination in accordance with Section 8.1(d)(ii),

the Company Board shall have taken into account any changes to the terms of this Agreement proposed by Parent and any other information

provided by Parent in response to such notice; and

(B)           the

Company Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that, in

light of such Superior Proposal and taking into account any revised terms proposed by Parent, such Superior Proposal continues to constitute

a Superior Proposal and that the failure to so terminate this Agreement in accordance with Section 8.1(d)(ii), as applicable, would

reasonably be expected to constitute a breach of the directors’ fiduciary duties under applicable Law.

Company promptly (and in any event within 48 hours) shall advise Parent orally and in writing of (i) any written Acquisition Proposal,

(ii) any written request for non-public information relating to the Company or its Subsidiaries, other than requests for information

not reasonably expected to be related to an Acquisition Proposal and (iii) any written inquiry or request for discussion or negotiation

regarding an Acquisition Proposal, including in each case the identity of the Person making any such Acquisition Proposal, inquiry or

request and the complete terms of any such Acquisition Proposal, inquiry or request and thereafter shall keep Parent informed, on a current

basis, of the status and terms of any such proposals or offers and the status of any such discussions or negotiations.

(D)           Nothing

contained in this Section 6.4(b) shall prohibit the Company or the Company Board (or a duly authorized committee thereof) from

(i) taking and disclosing to the Company stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act

or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated

under the Exchange Act, and (ii) making any disclosure to the Company stockholders if the Company Board (or a duly authorized committee

thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would

be inconsistent with its fiduciary duties to the Company stockholders under applicable Law, provided, however, that nothing

in this Section 6.4(b)(iv)(D) shall permit the Company Board to make a Company Board Recommendation Change other than in accordance

with the provisions of Section 6.4(a)(iii) and, unless the Company Board has made a Company Board Recommendation Change in

accordance with the provisions of Section 6.4(a)(iii) that remain in effect and has not been withdrawn, such disclosure shall

state that the Company Board Recommendation continues to be in effect.

used in this Agreement:

(i)            “Acquisition

Proposal” means any inquiry, proposal or offer from any Person or group of Persons other than Parent or one of its Subsidiaries

for (A) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution

or similar transaction involving an acquisition of the Company (or any Subsidiary or Subsidiaries of the Company whose business constitutes

20% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole) or (B) the acquisition

in any manner, directly or indirectly, of over 20% of the equity securities or consolidated total assets of the Company and its Subsidiaries,

in each case other than the Offer, the Merger and the other transactions contemplated by this Agreement or the transactions contemplated

by the Asset Purchase Agreement.

(ii)           “Superior

Proposal” means any Acquisition Proposal (A) on terms which the Company Board determines in good faith, after consultation

with the Company’s outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders

of Shares than the Merger and the other transactions contemplated by this Agreement, taking into account all the terms and conditions

of such proposal, and this Agreement and (B) that the Company Board believes is reasonably capable of being completed, taking into

account all financial, regulatory, legal and other aspects of such proposal; provided, that for purposes of the definition of

“Superior Proposal,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be

references to “50%.”

Section 6.5             Access

to Information; Confidentiality.

(a)           From

the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company

shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors and representative to, afford to Parent

reasonable access during normal business hours, consistent with applicable Law (including any Public Health Measures), to its properties,

offices, other facilities and books and records, and shall furnish Parent with all financial, operating and other data and information

as Parent shall reasonably request in writing (it being agreed, however, that the foregoing shall not require the Company nor any of

its Subsidiaries to prepare, produce, compile or furnish any such data or information that is not already being prepared, produced or

compiled by the Company or such Subsidiary, as the case may be, in the ordinary course of business, and any such data or information

may be delivered in the form in which it is ordinarily maintained). Notwithstanding the foregoing, any such investigation or consultation

shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries

or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries

of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information

where such access or disclosure would (i) breach any agreement with any third-party, (ii) constitute a waiver of or jeopardize

the attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law.

(b)           Each

of Parent and Purchaser will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information

concerning the Company and its Subsidiaries furnished to Parent or Purchaser in connection with the transactions contemplated by this

Agreement in accordance with the Confidentiality Agreement, dated as of February 14, 2025, between Parent and the Company (the “Confidentiality

Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Section 6.6             Regulatory

Approvals; Consents.

(a)           Upon

the terms and subject to the conditions of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause

to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or

advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the

earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to

be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any

applicable waiting period under the HSR Act or any other Antitrust Law; (ii) using reasonable best efforts to defend all lawsuits

and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iii) using

reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any

Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or

overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or

delay the consummation of the transactions contemplated by this Agreement.

(b)           In

furtherance and not in limitation of the provisions of Section 6.6(a), each of the parties, as applicable, agrees to prepare and

file as promptly as practicable, and in any event by no later than ten (10) Business Days from the date of this Agreement an appropriate

filing of a Notification and Report Form pursuant to the HSR Act. Parent shall not withdraw any such filing pursuant to the HSR

Act without the Company’s prior written consent. Parent shall pay all filing fees and other charges for the filings required under

the HSR Act by the Company and Parent.

a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or the

transactions contemplated hereby, including but not limited to a Second Request for Information under the HSR Act, then such party shall

in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which

is, at a minimum, in substantial compliance with such request.

(d)           The

parties shall keep each other apprised of status with respect to the matters set forth in this Section 6.6 and work cooperatively

in connection with obtaining the approvals of or clearances set forth in this Section 6.6 from each applicable Governmental Entity,

including:

(i)            cooperating

with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation

to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental

Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the

transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving

such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such

first party shall consider and take account of all reasonable comments timely made by the other party in this respect;

(ii)           furnishing

to the other party all information within its possession that is required for any application or other regulatory filing to be made by

the other party pursuant to the applicable Law in connection with the transactions contemplated by this Agreement;

(iii)          promptly

notifying each other of any communications from or with any Governmental Entity with respect to the matters set forth in this Section 6.6

and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any meetings with or

other appearances before any Governmental Entity with respect thereto;

(iv)          consulting

and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions

and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust

Laws; and

(v)           without

prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits

and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated

by this Agreement.

(e)           In

addition, Parent shall take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper

or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement at the earliest practicable date,

including using its reasonable best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other

consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement.

(f)            Notwithstanding

anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 6.6 shall include Parent committing

to: (i) sell, divest, or otherwise convey particular assets, categories, portions or parts of assets or businesses of Parent and

its Subsidiaries; (ii) agree to sell, divest, or otherwise convey any particular asset, category, portion or part of an asset or

business of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time; (iii) permit the Company

to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company

or any of its Subsidiaries prior to the Effective Time; (iv) license, hold separate or enter into similar arrangements with respect

to its respective assets or the assets of the Company or conduct of business arrangements or terminate any and all existing relationships

and contractual rights and obligations and (v) obtain prior approval or other approval from a Governmental Entity, or submit a notification

or otherwise notify any Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by

this Agreement) as a condition to obtaining any and all expirations of waiting periods under the HSR Act or other Antitrust Laws or consents

from any Governmental Entity necessary to consummate the transactions contemplated hereby. All efforts described in this Section 6.6(f) shall

be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 6.6 shall be considered

for purposes of determining whether a Material Adverse Effect has occurred.

(g)           Notwithstanding

the foregoing, commercially and/or competitively sensitive information and materials of a party will be provided to the other party on

an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive

information has been redacted available to the other party.

(h)           For

the avoidance of doubt, in the event either party receives a letter from any Governmental Entity stating that although the waiting period

under the HSR Act applicable to the transactions contemplated by this Agreement will soon expire, the Governmental Entity has not yet

completed any purported investigation of the proposed transaction (a “Pre-Consummation Warning Letter”), the parties

agree that the receipt by either or both of them of a Pre-Consummation Warning Letter or other verbal or written communications from

the Governmental Entity to the same effect shall not be a basis for asserting that any condition to closing under Article VII hereof

has not been satisfied.

(i)            Except

as specifically required by this Agreement, Parent and the Company shall not, and Parent shall cause its Affiliates not to, knowingly

take any action, or knowingly refrain from taking any action, the effect of which would be to materially delay or impede the ability

of the parties to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent

shall not, and shall cause its Affiliates not to, acquire or agree to acquire (by merger, consolidation, purchase of equity interests

or assets, joint venture or otherwise) any Person or any business, division or portion thereof, if such acquisition or agreement would

reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any consent,

approval, authorization, qualification or order from a Governmental Entity necessary for the consummation of the transactions contemplated

by this Agreement or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental

Entity entering an order prohibiting or delaying the consummation of the transactions contemplated by this Agreement or (iii) materially

increase the risk of not being able to remove any such order on appeal or otherwise.

(j)            For

purposes of this Agreement, “Antitrust Law” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR

Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws that are designed or intended to prohibit,

restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through

merger or acquisition.

Section 6.7             Employment

and Employee Benefits Matters; Other Plans.

(a)           Without

limiting any additional rights that any current or former employee of the Company or any of its Subsidiaries (each, a “Company

Employee”) may have under any Company Plan, except as otherwise agreed in writing between Parent and a Company Employee, Parent

shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending on the first

anniversary thereof, to maintain the severance-related provisions of existing Company Plans and to provide 100% of the severance payments

and benefits required thereunder to be provided any Company Employee terminated during that 12-month period.

(b)           Without

limiting any additional rights that any Company Employee may have under any Company Plan, except as otherwise agreed in writing between

Parent and a Company Employee, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at

the Effective Time and ending on the first anniversary thereof, to maintain for any Company Employee (i) subject to Section 6.7(a) above,

cash compensation levels (such term to include salary or wages, as applicable, bonus opportunities, commissions and severance) that are

each no less favorable than, and (ii) benefits (including the costs thereof to Company Plan participants) provided under Company

Plans that in the aggregate are no less favorable than, the overall cash compensation levels and benefits (including the costs thereof

to Company Plan participants) maintained for and provided to such Company Employees immediately prior to the Effective Time.

of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees full credit for purposes

of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under

any employee compensation, incentive, and benefit (including vacation) plans, programs, policies and arrangements maintained for the

benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company

Employees’ service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”)

to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare

benefit plan” (as defined in Section 3(1) of ERISA), Parent and its Subsidiaries shall (i) cause there to be waived

any pre-existing condition or eligibility limitations and (ii) give effect, in determining any deductible and maximum out-of-pocket

limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees under similar plans maintained by the

Company and its Subsidiaries immediately prior to the Effective Time.

(d)           From

and after the Effective Time, except as otherwise agreed in writing between Parent and a Company Employee or as otherwise provided in

this Agreement, Parent will honor, and will cause its Subsidiaries to honor, in accordance with its terms, (i) each existing employment,

change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its Subsidiaries

and any officer, director or employee of that company, (ii) all obligations in effect as of the Effective Time under any equity-based,

bonus or bonus deferral plans, programs or agreements of the Company or its Subsidiaries and (iii) all obligations in effect as

of the Effective Time pursuant to outstanding restoration or equity-based plans, programs or agreements, and all vested and accrued benefits

under any employee benefit, employment compensation or similar plans, programs, agreements or arrangements of the Company or its Subsidiaries.

(e)           Parent

shall cause the Surviving Corporation and each of its Subsidiaries, for a period commencing at the Effective Time and ending 90 days

thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment

and Retraining Notification Act of 1988 (together with any similar state or local Law, “WARN”) affecting in whole

or in part any site of employment, facility, operating unit or Company Employee, and shall cause the Surviving Corporation and each of

its Subsidiaries not to take any such action after such 90-day period without complying with all provisions of WARN, or any similar provision

of applicable foreign Law.

(f)            Notwithstanding

anything to the contrary contained in this Agreement, nothing contained in this Agreement shall (i) be treated as an amendment to

any Company Plan, (ii) obligate Parent or the Surviving Corporation to maintain any particular benefit plan or arrangement or (iii) prevent

Parent or the Surviving Corporation from amending or terminating any benefit plan or arrangement. Nothing herein is intended to provide

any Company Employee any third-party beneficiary rights under this Agreement.

Section 6.8             Takeover

Laws. If any Takeover Law is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated

hereby, each of the Company and Parent and their respective Board of Directors shall take all action necessary to ensure that the Offer,

the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by

this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Offer, the Merger and the

other transactions contemplated hereby.

Section 6.9             Notification

of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received

by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person

alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby,

if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action

commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any

of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or

circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result

in any of the conditions to the Merger set forth in Article VII or any of the Offer Conditions not being satisfied or satisfaction

of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the

delivery of any notice pursuant to this Section 6.9 shall not (i) cure any breach of, or non-compliance with, any other provision

of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure

to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VII

or any of the Offer Conditions, except to the extent that the underlying fact or circumstance not so notified would standing alone constitute

such a failure. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 6.9

shall not be taken into account for purposes of determining whether the condition referred to in clause (b)(iii)(A) of Exhibit B

hereto shall have been satisfied.

Section 6.10           Directors’

and Officers’ Indemnification, Exculpation and Insurance.

(a)           Without

limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth

anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and

hold harmless each present (as of the Effective Time) and former officer, director or employee of the Company and its Subsidiaries (the

“Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable

fees, costs and expenses, including attorneys’ fees and disbursements incurred in connection with any Action, whether civil, criminal,

administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director,

employee, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the

Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to,

at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company’s Organizational Documents

as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses

incurred in the defense of any Action from Parent or the Surviving Corporation to the fullest extent permitted under applicable Law and

the Company’s Organizational Documents as of the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation

from the Indemnified Party of a request therefor, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent

to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification

could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release

of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified

Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

(b)           The

certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification,

advancement of expenses and exculpation of former or present directors and officers than are presently set forth in the Company’s

Organizational Documents, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective

Time in any manner that would adversely affect the rights thereunder of any such individuals.

a period of six years from the Effective Time, Parent shall either cause to be maintained in effect the current policies of directors’

and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries or cause to

be provided substitute policies or purchase or cause the Surviving Corporation to purchase, a “tail policy,” in either case

of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy

with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent

shall not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 300%

of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto,

but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, that if the Surviving

Corporation purchases a “tail policy” and the coverage thereunder costs more than 300% of such last annual premium, the Surviving

Corporation shall purchase the maximum amount of coverage that can be obtained for 300% of such last annual premium. At the Company’s

option, the Company may purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in

both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability

insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before

the Effective Time, covering without limitation the transactions contemplated hereby. If such tail prepaid policy has been obtained by

the Company prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term,

and cause all obligations thereunder to be honored by the Surviving Corporation.

(d)           Notwithstanding

anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified

Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.10 shall continue in effect until

the final disposition of such Action.

(e)           The

indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether

pursuant to Law, Contract or otherwise. The provisions of this Section 6.10 shall survive the consummation of the Merger and, notwithstanding

any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each

of the Indemnified Parties and their respective heirs and legal representatives.

(f)            In

the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges

into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers

or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made

so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the obligations set forth

in this Section 6.10.

Section 6.11           Rule 16b-3.

Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to

cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement

by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.12           Public

Announcements. Except in the case of any announcement relating to any Acquisition Proposal or Superior Proposal, which shall not

be subject to this Section 6.12, each, of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall, to the

extent reasonably practicable, consult with each other before issuing, and give each other a reasonable opportunity to review and comment

upon, any press release or other public statements with respect to this Agreement, the Offer, the Merger and the other transactions contemplated

hereby and shall not issue any such press release or make any public announcement without the prior consent of the other party, which

consent shall not be unreasonably withheld, except as may be required by applicable Law, court process or by obligations pursuant to

any listing agreement with any national securities exchange or national securities quotation system. Parent and the Company agree that

the press release announcing the execution and delivery of this Agreement shall be a joint release of Parent and the Company.

Section 6.13           Obligations

of Purchaser. Parent shall take all action necessary to cause Purchaser and the Surviving Corporation to perform their respective

obligations under this Agreement.

Section 6.14           Convertible

Notes. The Company shall comply in all material respects with its obligations under the terms of the Indenture, including within

the time periods required by the Indenture, taking all actions required by it to be taken prior to the Effective Time as a result of

the consummation of the Merger. In addition, without limiting the generality of the foregoing, the Company or the Surviving Corporation,

as applicable, shall use commercially reasonable efforts to, after the date of this Agreement and substantially concurrently with the

Offer make an offer and consent solicitation to remove Section 4.11 of the Indenture (the “Note Offer”) to purchase

the Convertible Notes at a purchase price approved by Purchaser and Parent contingent upon the occurrence of a “Fundamental Change”

(as defined in the Indenture) as a result of the Merger and purchase, after the Acceptance Time and prior to or concurrently with the

occurrence of the Closing, any Convertible Notes tendered and not withdrawn as of the expiration date of the Note Offer. After consummation

of the Merger, Parent and Purchaser shall, or shall cause the Company to, comply with the provisions of Article 15 of the Indenture,

to the extent any Convertible Notes remain outstanding after the consummation of the Note Offer. Prior to the Closing, the Company will,

and following the Closing, Parent and Purchaser will, or will cause the Company to, (a) convert any Convertible Notes surrendered

for conversion by holders thereof, upon compliance with the provisions of the Indenture, pursuant to the terms of Article 14 of

the Indenture; and (b) take all other actions required in accordance with, and subject to, the terms of the Indenture (including

the time periods specified therein), including the giving of any notices that may be required in connection with the Merger or in connection

with any repurchases or conversions of the Convertible Notes occurring as a result of, or in connection with, the transactions contemplated

by this Agreement constituting a “Fundamental Change” or a “Make-Whole Fundamental Change” (each, as defined

in the Indenture), and delivery of any legal opinions, officers’ certificates or other documents or instruments required in connection

with the consummation of the Merger, pursuant to the terms of the Indenture. The Company shall provide Parent, Purchaser and their Representatives

reasonable opportunity to review and comment on any written notice or communication made prior to the Closing to or with holders of the

Convertible Notes or with the Trustee under, and as defined in, the Indenture prior to the dispatch or making thereof, and the Company

shall give reasonable and good faith consideration to any comments made by Parent, Purchaser or their Representatives.

Section 6.15           Company

Financing Cooperation.

(a)           Parent

and the Company shall, and shall cause their directors, officers and employees to, use commercially reasonable efforts to provide such

cooperation as is reasonably requested by Parent upon in connection with the Financings, including: (i) participating at reasonable

times and with reasonable advance notice in a reasonable number of meetings, presentations, drafting sessions, and due diligence sessions

with providers or potential providers of the Debt Financing (and their respective advisors and/or rating agencies), (ii) assisting

with the preparation of definitive financing documents, and other materials reasonably and customarily requested to be used in connection

with obtaining the Debt Financing, (iii) assisting with the preparation of materials for rating agency presentations and similar

documents required in connection with Debt Financing, (iv) providing reasonably promptly to Parent and its financing sources such

financial and other information regarding the Company as may be reasonably requested by Parent or Purchaser to consummate the financings

contemplated by the Debt Commitment Letter, provided that such financing sources are party or otherwise subject to a confidentiality

agreement reasonably acceptable to the Company, (v) the Company executing and delivering reasonable and customary certificates and

other documentation required by the Debt Financing Sources and the definitive documentation related to the Debt Financing, subject to

the occurrence of the Closing, (vi) [Reserved], (vii) delivering possessory collateral (such as certificated equity and promissory

notes) within its possession to the Debt Financing Sources, subject to the occurrence of the Closing, (viii) using commercially

reasonable efforts to assist Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the

Debt Commitment Letter, (ix) using commercially reasonable efforts to assist Parent in obtaining consents from the Company’s

independent auditors for use of such auditor’s report and related financial statements in bank books or other marketing documents,

(x) using commercially reasonable efforts to facilitate the pledging of collateral for the Debt Financing, (xi) obtaining payoff

letters, lien terminations and instruments of discharge, to be delivered on the Closing Date, of all indebtedness to be paid off on the

Closing Date in form reasonably acceptable to Parent (drafts of which will be provided as much in advance of the Closing as is reasonably

practicable), (xii) using commercially reasonable efforts to furnish Parent and the Debt Financing Sources with all documentation

and other information required by Governmental Entities with respect to the Debt Financing under applicable “know your customer”

and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools

Required to Intercept and Obstruct Terrorism Act of 2001, as amended, within five (5) Business Days of the request from Parent therefor,

(xiii) using commercially reasonable efforts to assist Parent and the Debt Financing Sources in the timely preparation of any lender

presentations, private placement memoranda, bank information memoranda, business projections, ratings agency presentations, customary

and reasonably ‎available marketing materials and other information to be used in connection with the ‎syndication of the Debt

Financing (including providing customary executed authorization letters), provided that the recipient of any such presentations, memoranda,

projections, materials and information are party or otherwise subject to a confidentiality agreement reasonably acceptable to the Company,

(xiv) executing and delivering or using commercially reasonable efforts to help to procure within a reasonable time (and not effective

prior to the Closing) customary credit ‎agreements, hedging arrangements, notes, mortgages, pledge and security ‎documents, landlord

waivers, estoppels, consents, and approvals and other definitive ‎financing documents or other requested certificates or documents

(including solvency ‎certificates to the extent required) to be delivered in connection with the closing of the Debt Financing (in

each case, subject to the occurrence of the Closing), and (xv) reasonably cooperating with the Lender in connection with their evaluation

of the Company’s ‎current assets, cash management and accounting systems, and policies and ‎procedures relating thereto

for the purpose of establishing collateral arrangements, ‎and to the extent required in connection with the Debt Financing, using

commercially reasonable efforts to establish bank and ‎other accounts and blocked account agreements and lock box arrangements in

‎connection with the foregoing; provided, however, that, notwithstanding anything else to the contrary, nothing in this Section 6.15

shall require Company or its Subsidiaries to (i) take any action that would unreasonably interfere with the business or operations

of the Company or its Subsidiaries prior to the Closing, (ii) take any action, or execute, deliver or enter into any document (other

than authorization letters in connection with syndication efforts), that would be effective prior to Closing or that could reasonably

expected to result in liability to the Company’s or its Affiliates’ respective officers, directors or employees, (iii) deliver

any information (x) that could reasonably be expected to threaten the loss of any attorney-client privilege or other applicable

legal privilege, (y) that is not in Company’s possession (without incurring additional expense (that is not paid by or reimbursed

by or on behalf of Parent) or unreasonable burden) or (z) in violation of applicable laws or bona fide third party contractual obligations

not entered into in contemplation of avoiding such delivery, (iv) pay any commitment or other similar fee or make any other payment

or incur any other liability or provide or agree to provide any indemnity in connection with the Financings or any of the foregoing that

would be effective prior to the Closing, (v) deliver any solvency certificate or make any representations, warranties or certifications

as to which the Company has determined that such representation, warranty or certification is not true, or (vi) undertake any obligation,

execute any agreement (other than authorization letters in connection with syndication efforts) or provide any cooperation unless, at

the Company’s written request from time to time, Purchaser transfers to the Company an amount equal to the Company’s reasonable

estimate of its expected out-of-pocket costs and expenses (including reasonable attorneys’ fees) in connection with such obligations,

agreements and cooperation. The Company hereby consents to the use of the Company’s logos in connection with the Debt Financing;

provided, that such logos are used solely in a manner that does not violate any existing contractual obligation of the Company and is

not intended to, nor reasonably likely to, harm or disparage the Company or its Subsidiaries. Purchaser shall (x) promptly upon

any request by the Company reimburse the Company for all reasonable and documented out-of-pocket fees, costs and expenses (including

reasonable fees and expenses of counsel) incurred by the Company or any of its Representatives in connection with their compliance with

this Section 6.15 and (y) indemnify and hold harmless the Company and its Subsidiaries and their respective Affiliates and

Representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing

and any information utilized in connection therewith, except to the extent that any of the foregoing arise from the bad faith, gross

negligence or willful misconduct of the Company or any of its Subsidiaries as finally determined in a non-appealable judgment of a court

of competent jurisdiction.

(b)           Within

thirty (30) days after the end of each month following the date hereof, the Company shall deliver to Parent unaudited consolidated balance

sheets and related unaudited consolidated statements of income of the Company for each month, beginning with the month ended March 31,

2026. Such monthly financial statements shall have been based upon the books and records of the Company and present fairly, in all material

respects, the financial position of the Company on a consolidated basis at the dates thereof and the results of operations of the Company

for the periods then ended, as applicable, in accordance with GAAP, except that such financial statements are subject to quarter-end

and year-end adjustments as well as finalization of certain accounts (including gross-to-net liabilities, income tax provision, stock

based compensation, inventory and litigation reserves and certain functional, departmental accruals) which, based on the Company’s

practice, are booked on an estimated basis at the end of each month that is not the end of a calendar quarter and lack the footnote disclosure

otherwise required by GAAP.

Section 6.16           Parent

Financing.

(a)           Parent

shall use commercially reasonable efforts to arrange and consummate the Debt Financing at the Closing on the terms and conditions set

forth in the Debt Commitment Letter (provided that, for the avoidance of doubt, Parent may (1) amend the Debt Commitment Letter

solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter

as of the date hereof, (2) otherwise replace or amend the Debt Commitment Letter in accordance with the terms and conditions set

forth in this Section 6.16 or (3) amend the Debt Commitment Letter in accordance with any “market flex” provisions

set forth in the Fee Letters (after giving effect to any amendments or modifications thereto in accordance with the terms and conditions

set forth in this Section 6.16)), including using commercially reasonable efforts to: (i) maintain the Debt Commitment Letter

in effect in accordance with the terms and subject to the conditions thereof, (ii) negotiate and enter into definitive agreements

with respect thereto on terms and conditions substantially as set forth therein or as set forth in any documents related to any Alternative

Financing, (iii) comply with and perform the obligations applicable to it pursuant to such Debt Commitment Letter (other than any

obligation where the failure to so perform or comply is a result of the Company’s failure to comply with the required efforts to

furnish information or assistance described in Section 6.15), (iv) draw down on and consummate the Debt Financing if the conditions

to the availability of the Debt Financing have been satisfied or waived, including using reasonable best efforts to enforce its rights

under the Debt Commitment Letter and cause the Debt Financing Sources to fund the Debt Financing at the Closing, and (v) satisfy

on a timely basis all conditions to the availability of the Debt Financing applicable to it in such definitive agreements that are within

its control (other than any condition where the failure to so satisfy is a result of the Company’s or Parent’s failure to

comply with Section 6.15). If any portion of the Debt Financing expires or terminates or otherwise becomes unavailable, Parent shall

use reasonable best efforts to promptly arrange for and obtain alternative debt financing (the “Alternative Financing”)

in an amount sufficient to consummate the transactions contemplated hereby (together with other unrestricted cash, available lines of

credit or other sources of immediately available funds of Parent or Purchaser) and perform all of its obligations hereunder on terms

and conditions that are not materially less favorable or more onerous to Parent, in the aggregate, than those set forth in the Debt Commitment

Letter (including the market flex terms therein), it being understood that if Parent proceeds with any Alternative Financing, Parent

shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the

Debt Financing.

(b)           Parent

shall use reasonable best efforts to obtain the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter,

including using reasonable best efforts to: (i) maintain the Equity Commitment Letter in effect, (ii) negotiate and enter into

definitive agreements with respect thereto, (iii) comply with and perform the obligations applicable to it pursuant to such Equity

Commitment Letter, (iv) subject to the limitations set forth in Section 9.12, draw down on and consummate the Equity Financing,

including enforcing its rights under the Equity Commitment Letter and causing the Equity Investors to fund the Equity Financing at the

Closing, and (v) satisfy on a timely basis all conditions applicable to it in such definitive agreements that are within its control.

shall not replace, amend or waive any Commitment Letter or any provision thereof without the Company’s prior written consent if

such replacement, amendment or waiver would, in any respect: (i) delay or prevent the Closing, (ii) adversely impact the ability

of Parent to enforce its rights against the other parties to the Commitment Letters or the definitive agreements with respect thereto

or the ability of Parent to consummate the transactions contemplated by this Agreement to be consummated at the Closing, (iii) reduce

the aggregate amount of any of the Financings (except to the extent of other unrestricted cash, available lines of credit or other sources

of immediately available funds of Parent or Purchaser), or (iv) impose new conditions precedent or adversely expand, amend or modify

any of the existing conditions precedent to the receipt of any of the Financings. Upon any permitted amendment, supplement, modification

or replacement of any Commitment Letter (including with respect to any Alternative Financing) in accordance with Section 9.6, the

term “Commitment Letters” shall mean the Commitment Letters as so amended, supplemented, modified or replaced, and references

to “Financings”, “Equity Financing”, “Debt Financing” and/or “Alternative Financing”

shall including the financing contemplated by the Commitment Letters as so amended, supplemented, modified or replaced and references

to “Lender” shall include the lenders under any amended, supplemented, modified or replaced Commitment Letters or Debt Financing.

(d)           Parent

shall provide the Company prompt notice upon (i) becoming aware of any material breach, default, cancellation or termination (or

any event or circumstance that, with or without notice, lapse of time or both, would give rise to any material breach, default, repudiation,

cancellation or termination) by any party of any Commitment Letter or any definitive agreements relating to the Financings or any termination

of any Commitment Letters or definitive agreements relating to the Financings or (ii) receipt by Parent of any written notice or

other written communication from any such party to the Commitment Letters of any material breach, default, cancellation or termination

of the Commitment Letter or any definitive agreements relating to the Financings. In addition, Parent shall, upon reasonable request

of the Company, keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to finalize

the Financings and provide to the Company copies of all executed material definitive documents related to the Financings.

Article VII

CONDITIONS PRECEDENT

Section 7.1              Conditions

to Each Party’s Obligation to Effect the Merger. The obligation of each party to effect the Merger is subject to the satisfaction

at or prior to the Effective Time of the following conditions:

(a)           No

Injunctions or Legal Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other judgment,

order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect, and no Law

shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity that, in any such case, prohibits

or makes illegal the consummation of the Merger.

(b)           Purchase

of Shares in the Offer. Purchaser shall have accepted for purchase all Shares validly tendered (and not withdrawn) pursuant to the

Offer.

Section 7.2             Frustration

of Closing Conditions. None of Parent, Purchaser or the Company may rely on the failure of any condition set forth in this Article VII

to be satisfied if such failure was caused by such party’s breach of this Agreement.

Article VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1             Termination.

This Agreement may be terminated, and the Offer and the Merger may be abandoned at any time prior to the Effective Time (with any termination

by Parent also being an effective termination by Purchaser):

(a)           by

mutual written consent of Parent and the Company;

(b)           by

either Parent or the Company:

(i)            if

(A) the Acceptance Time shall not have occurred on or before July 2, 2026 (the “Outside Date”) or (B) the

Offer shall have expired or been terminated in accordance with its terms and in accordance with this Agreement without Purchaser having

purchased any Shares pursuant thereto; provided, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall

not be available to Parent if Parent’s failure to fulfill in any material respect any of its obligations under this Agreement has

been the primary cause of, or the primary factor that resulted in, the event specified in either of the foregoing clauses (A) or

(B); or

(ii)           if

any court of competent jurisdiction or other Governmental Entity shall have issued a judgment, order, injunction, rule or decree,

or taken any other action restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by

this Agreement and such judgment, order, injunction, rule, decree or other action shall have become final and nonappealable; provided,

that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used its reasonable best

efforts to contest, appeal and remove such judgment, order, injunction, rule, decree, ruling or other action in accordance with Section 6.6;

Parent, at any time prior to the Acceptance Time:

(i)            if

the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this

Agreement, or if any representation or warranty of the Company shall have become untrue, which breach or failure to perform or to be

true, either individually or in the aggregate, if occurring or continuing at the scheduled Expiration Date (i) would result in the

failure of an Offer Condition to be satisfied and (ii) cannot be or has not been cured by the earlier of (A) the Outside Date

and (B) five (5) days after the giving of written notice to the Company of such breach or failure (except in the case of any

breach of Section 6.4 in which instance such breach must be cured within 48 hours); provided, that Parent shall not have

the right to terminate this Agreement pursuant to this Section 8.1(c)(i) if Parent or Purchaser is then in material breach

of any of its covenants or agreements set forth in this Agreement;

(ii)           a

Company Board Recommendation Change shall have occurred; or

(iii)          if

a failure of the condition set forth in clause (b)(vii) of Exhibit B has occurred.

(d)           by

the Company, at any time prior to the Acceptance Time:

(i)            if

Parent or Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth

in this Agreement, or if any representation or warranty of Parent or Purchaser shall have become untrue, which breach or failure to perform

or to be true, either individually or in the aggregate, if occurring or continuing at the scheduled Expiration Date (A) would result

in a Parent Material Adverse Effect and (B) cannot be or has not been cured by the earlier of (1) the Outside Date and (2) five

(5) days after the giving of written notice to Parent of such breach or failure; provided, that the Company shall not have

the right to terminate this Agreement pursuant to this Section 8.1(d)(i) if it is then in material breach of any of its covenants

or agreements set forth in this Agreement;

(ii)           if

(A) the Company Board (or a duly authorized committee thereof) shall have determined to terminate this Agreement, in accordance

with the terms set forth in Section 6.4(b) (Acquisition Proposals), in order to enter into an Alternative Acquisition

Agreement with respect to a Superior Proposal, (B) concurrently with the termination of this Agreement, the Company enters into

an Alternative Acquisition Agreement providing for a Superior Proposal, and (C) prior to or concurrently with such termination,

the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 8.3(b)(iii) (Acquisition

Proposal);

(iii)          if

(A) the Offer Conditions (other than those Offer Conditions that by their nature are to be satisfied at the Acceptance Time, but

subject to such Offer Conditions being able to be satisfied) have been satisfied or waived (if permissible under applicable Laws) on

the Expiration Date, (B) Purchaser shall have failed to consummate (as defined in Section 251(h) of the DGCL) the Offer

within two (2) Business Days following the Expiration Date and (C) the Company stood ready, willing and able to consummate

the Closing on the date following such two (2) Business Days and the Company shall have given Parent a written notice on or prior

to such date confirming such fact; provided, that notwithstanding anything in Section 8.1(b)(i) to the contrary, no

party shall be permitted to terminate this Agreement pursuant to Section 8.1(b)(i) during any such two (2) Business Day

period; or

(iv)          if

(A) Purchaser fails to commence the Offer in violation of Section 1.1, (B) Purchaser shall have terminated the Offer prior

to the Expiration Date (as extended and re-extended in accordance with Section 1.1(e)), other than in accordance with this Agreement

or (C) Parent or Purchaser shall have made any change to the Offer in breach of this Agreement and Parent and Purchaser fail to

amend the Offer to cure such breach within five (5) Business Days after such breach.

Section 8.2             Effect

of Termination. In the event of termination of the Agreement, this Agreement shall immediately become void and have no effect, without

any liability or obligation on the part of Parent, Purchaser or the Company, provided that the Confidentiality Agreement and the

provisions of Section 4.24 and Section 5.10 (Brokers), Section 6.12 (Public Announcements), this Section 8.2

(Effect of Termination), Section 8.3 (Fees and Expenses), Section 9.4 (Notices), Section 9.7 (Entire

Agreement), Section 9.8 (Parties in Interest), Section 9.9 (Governing Law), Section 9.10 (Submission

to Jurisdiction), Section 9.11 (Assignment; Successors), Section 9.12 (Specific Performance), Section 9.14

(Severability), Section 9.15 (Waiver of Jury Trial) and Section 9.18 (No Presumption Against Drafting Party)

of this Agreement shall survive the termination hereof. Notwithstanding the foregoing, except as set forth in Section 8.3, none

of Parent, Purchaser or the Company shall be released from any liabilities or damages arising out of any Willful Breach, and the parties

acknowledge and agree that, to the fullest extent permitted under Section 261(a)(1) of the DGCL, such liabilities or damages

will not be limited to reimbursement of expenses or out of pocket costs and may, in the case of liabilities or damages payable by Parent

or Purchaser, include the benefit of the bargain lost by the Company and its stockholders, taking into consideration all relevant matters,

including lost stockholder premium, other opportunities and the time value of money, which amounts may be recovered and retained by the

Company. “Willful Breach” means a material breach of any covenant or agreement set forth in this Agreement that is

a consequence of an act or failure to act by the breaching party with the actual knowledge (as opposed to imputed or constructive knowledge

or knowledge that could have been obtained after inquiry, or recklessness or negligence) that the taking of such act or failure to act

would or would reasonably be expected to, cause or constitute a material breach of such covenant or agreement.

Section 8.3             Fees

and Expenses.

(a)           Except

as otherwise provided in this Agreement, including this Section 8.3, all fees and expenses incurred in connection with this Agreement,

the Offer, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether

or not the Offer or the Merger is consummated; provided that the expenses incurred in connection with the filing, printing and

mailing of the Offer Documents and the Schedule 14D 9, and all filing and other fees paid to the SEC, in each case in connection with

the Merger (other than attorneys’ fees, accountants’ fees and related expenses), shall be shared equally by Parent and the

Company if this Agreement is terminated. Notwithstanding anything to the contrary contained herein, Parent shall pay, or cause to be

paid, all documentary, sales, use, real property transfer, real property gains, registration, value added, transfer, stamp, recording

and similar Taxes, fees, and costs together with any interest thereon, penalties, fines, costs, fees, additions to Tax or additional

amounts with respect thereto incurred in connection with this Agreement and the transactions contemplated hereby, and shall file all

Tax Returns related thereto, regardless of who may be liable therefor under applicable Law.

(b)           Company

Termination Fee. The Company shall pay to Parent $5,810,000 (the “Company Termination Fee”), by wire transfer

of immediately available funds to an account or accounts designated in writing by Parent in the event that, it being understood that

in no event shall the Company be required to pay the Company Termination Fee on more than one occasion:

(i)            (A) this

Agreement is terminated by Parent or by the Company pursuant to Section 8.1(b)(i) (Outside Date) or by Parent pursuant

to Section 8.1(c) (Company Breach Termination) (in each case, when the Company is not otherwise permitted to terminate

the Agreement pursuant to Section 8.1(d)(i), Section 8.1(d)(iii) or Section 8.1(d)(iv)); (B) following the execution

and delivery of this Agreement and prior to such termination of this Agreement (x) an Acquisition Proposal (whether or not conditional

and whether or not withdrawn) shall have been publicly announced or shall have been publicly disclosed by the Company or (y) an

Acquisition Proposal (whether or not conditional and whether or not withdrawn) shall have been made to the Company Board; and (C) within

twelve (12) months following such termination of this Agreement, the Company enters into a definitive agreement with any third party

with respect to an Acquisition Proposal or consummates an Acquisition Transaction, in which case the Company Termination Fee shall be

payable substantially concurrently with the consummation of such Acquisition Transaction;

(ii)           this

Agreement is terminated pursuant to Section 8.1(c)(ii) (Company Board Recommendation Change), in which case the Company

Termination Fee shall be payable within five (5) Business Days after such termination; or

(iii)          this

Agreement is terminated by the Company pursuant to Section 8.1(d)(ii) (Acquisition Proposal), in which case the Company

Termination Fee shall be payable concurrently with or prior to (and in any event as a condition of) such termination.

Termination Fee. Parent shall pay to the Company $5,810,000 (the “Parent Termination Fee” and, together with the

Company Termination Fee, the “Termination Fees” ), by wire transfer of immediately available funds to an account or accounts

designated in writing by the Company in the event that this Agreement is terminated by Company pursuant to (i) Section 8.1(d)(i) if

any action by Parent has resulted in the withdrawal or unavailability of the financing necessary to consummate the Offer or (ii) Section 8.1(d)(iii),

in each such case the Parent Termination Fee shall be payable within five (5) Business Days of such termination.

(d)           Termination

Fee as Exclusive Remedy. The parties acknowledge that the agreements contained in Section 8.3(b) and Section 8.3(c) are

an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without

these agreements, the parties would not enter into this Agreement. Notwithstanding anything in this Agreement to the contrary, in the

event this Agreement is terminated under the circumstances in which the Company Termination Fee is payable pursuant to the terms hereof

and is accepted by Parent, then the payment by the Company of the Company Termination Fee pursuant to Section 8.3(b) (including,

in each case, any additional amount payable pursuant to this Section 8.3(d)), if applicable, shall be the sole and exclusive remedy

of Parent and Purchaser arising out of this Agreement or any of the transactions contemplated hereby, and any loss suffered as a result

of the failure of the Offer, the Merger or any other transactions contemplated hereby to be consummated. If either the Company or Parent,

as applicable, in order to obtain payment of any amount due pursuant to this Section 8.3, commences an Action which results in a

judgment against the other party for the payment set forth in this Section 8.3, the Company or Parent, as applicable, shall reimburse

the other for its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) incurred in

prosecuting such Action, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on

the date such payment was required to be made through the date such payment was actually received; provided, that in no case shall

either Parent or the Company, as applicable, be required to reimburse the other for any such costs and expenses or interest thereon in

an amount greater than $500,000. Notwithstanding the foregoing, payment of a Termination Fee by either the Company or Parent, as applicable,

will not relieve the Company or Parent, as applicable, from liability for any actual and intentional fraud or Willful Breach.

Article IX

MISCELLANEOUS

Section 9.1             Non-Survival

of Representation and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument

delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which

by their terms apply, or are to be performed in whole or in part, after the Effective Time.

Section 9.2             Amendment

or Supplement. This Agreement may be amended, modified or supplemented by the parties, prior to the Effective Time, by action taken

or authorized by their respective Boards of Directors; provided, however, that after Purchaser has accepted for payment

and paid for Shares pursuant to the Offer, no amendment may be made which decreases the Merger Consideration. This Agreement may not

be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically

designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

Section 9.3             Extension

of Time; Waiver. At any time prior to the Effective Time, the parties may, by action taken or authorized by their respective Boards

of Directors, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts

of the other party, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement

or any document delivered pursuant hereto or (c) subject to applicable Law, waive compliance with any of the agreements or conditions

of the other parties contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a

written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising

any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,

or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further

exercise thereof or the exercise of any other right or power.

Section 9.4             Notices.

All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if

delivered personally, or if by e-mail, upon written confirmation of receipt by e-mail or otherwise, (b) on the first Business Day

following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier

of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt

requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions

as may be designated in writing by the party to receive such notice:

(i)            if

to Parent, Purchaser or the Surviving Corporation, to:

Garda Therapeutics, Inc.

86 Hawk Ridge Drive

Las Vegas, NV 89135

Attention: Brett Lund

E-mail: blund@gardatherapeutics.com

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

Paul Hastings LLP

4655 Executive Drive, Suite 350

San Diego, CA 92121-3100

Attention: Deyan P. Spiridonov

E-mail: spiri@paulhastings.com

(ii)           if

to Company, to:

Assertio Holdings, Inc.

100 S. Saunders Rd., Suite 300

Lake Forest, IL 60045

Attention: Legal Department

E-mail: Legal@assertiotx.com

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

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111-3715

Attention: Ryan Murr, Branden Berns, Evan D’Amico

E-mail: rmurr@gibsondunn.com, bberns@gibsondunn.com, edamico@gibsondunn.com

Section 9.5             Certain

Definitions. For purposes of this Agreement:

(a)           “Acquisition

Transaction” means any transaction or series of related transactions (other than the transactions contemplated by this Agreement

and the Asset Purchase Agreement) resulting in: (a) any acquisition by any Person or “group” (as defined under Section 13(d) of

the Exchange Act and the rules and regulations thereunder) of more than fifty percent (50%) of the outstanding voting securities

of the Company or any tender offer or exchange offer that if consummated would result in any Person or group (as defined under Section 13(d) of

the Exchange Act and the rules and regulations thereunder) beneficially owning more than fifty percent (50%) of the outstanding

voting securities of the Company; (b) any share issuance, merger, consolidation, business combination, recapitalization, reorganization

or other similar transaction involving the Company or its Subsidiaries (i) pursuant to which any Person or “group” (as

defined in or under Section 13(d) of the Exchange Act) would hold more than fifty percent (50%) of the voting power of the

Company, the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity or (ii) as a result

of which the Company stockholders (as a group) immediately prior to the consummation of such transaction would hold securities representing

less than fifty percent (50%) of the voting power of the Company, the surviving entity or the resulting direct or indirect parent of

the Company or such surviving entity after giving effect to the consummation of such transaction; (c) any sale, lease, exclusive

license or other disposition (whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock

acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture,

licensing or similar transaction) of any Company Product or assets representing more than fifty percent (50%) of the assets of the Company

and its Subsidiaries on a consolidated basis based on the fair market value thereof or to which fifty percent (50%) or more of the Company’s

aggregate revenues or earnings are attributable; or (d) any liquidation or dissolution of the Company; provided,

however, the Merger and the transactions contemplated hereby and the transactions contemplated by the Asset Purchase

Agreement shall not be deemed an Acquisition Transaction in any case.

(b)           “Affiliate”

of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or

is under common control with, such first Person.

Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or required

by applicable Law to be closed.

(d)           “Closing

Net Cash” means the sum of the cash and cash equivalents and marketable securities of the Company and its Subsidiaries as of

the Acceptance Time, determined in accordance with GAAP, applied on a basis consistent with the Company’s application thereof in

the Company’s consolidated financial statements; provided, that, without limiting the generality of the foregoing, Closing

Net Cash shall not be reduced by (i) any amounts to be used to purchase Convertible Notes in connection with the Note Offer, or

(ii) any amounts of cash used or to be used by the Company after the date of the Original Agreement to pay fees and expenses of

the type contemplated by Section 8.3(a) incurred in connection with this Agreement, the Offer, the Merger and the other transactions

contemplated hereby.

(e)           “Company

Fundamental Representations” means the representations and warranties contained in Section 4.1 (Organization, Standing

and Power), Section 4.2 (Capital Stock), Section 4.3 (Authority) and Section 4.24 (Brokers).

(f)            “control”

(including the terms “controlled,” “controlled by” and “under common control with”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise.

(g)           “Convertible

Notes” means the 6.50% Convertible Notes of the Company due 2027 issued pursuant to the Indenture.

(h)           “COVID-19”

means SARS-CoV-2 or COVID-19, and any variants or evolutions thereof or related or associated epidemics, pandemics or disease outbreaks.

(i)            “Debt

Financing Source” means each Lender and each other Person (including each agent and arranger) that has committed to provide,

arrange or otherwise entered into agreements in connection with the Debt Financing or any Alternative Financing, including any commitment

letters, engagement letters, credit agreements, loan agreements or indentures relating thereto and their respective former, current and

future Affiliates, officers, directors, managers, employees, partners, controlling persons, advisors, attorneys, agents and representatives

and the heirs, executors, successors and assigns of any of the foregoing.

(j)            “Health

Care Laws” means all healthcare Laws applicable to the operation of the Company’s business as currently conducted, including,

to the extent applicable to the operation of the Company’s or its Subsidiaries’ business as currently conducted, (i) the

FDA Laws; and (ii) any and all federal, state and local fraud and abuse applicable Law, including the federal Anti-Kickback Statute

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

(42 U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the Physician Payment Sunshine Act (42

U.S.C. § 1320a-7h), the Federal Health Care Fraud Law (18 U.S.C. § 1347), and the regulations promulgated pursuant to such

statutes.

(k)           “Indenture”

means the Indenture, dated as of August 25, 2022, between the Company and U.S. Bank Trust Company, National Association, as Trustee.

(l)           “Intervening

Event”means a material Effect that occurs or arises after the date of this Agreement that (a) was not known to, nor reasonably

foreseeable by, the Company Board as of the date of this Agreement or, if known, the material consequences of which were not reasonably

foreseeable to the Company Board as of the date of this Agreement and (b) does not relate to (i) an Acquisition Proposal, (ii) any

change, in and of itself, in the market price or trading volume of the Company Shares, (iii) any change in conditions generally

(including any regulatory changes) affecting the industries or sections in which the Company, Parent, or any of their respective Subsidiaries

operates, (iv) clearance of the Merger under the Antitrust Laws or any matters relating thereto or arising therefrom, or (v) the

fact that the Company or any of its Subsidiaries exceeds any internal or published industry analyst projections or forecasts or estimates

of revenue, earnings or other financial or operating metrics for any period; provided, however, that the underlying cause

of any Effect in the preceding clauses (ii) or (v) may constitute or be taken into account in determining whether there has

been an Intervening Event (unless otherwise excluded under another clause of this definition).

(m)           “knowledge”

of the Company means the actual knowledge of the individuals listed on Section 9.5(m) of the Company Disclosure Letter.

(n)           “made

available” means any statement in the Agreement to the effect that any information, document or other material has been “made

available” shall mean that: (A) with respect to such information, document or other material made available by the Company:

(1) such information, document or material was made available prior to the execution of the Agreement in the virtual data room maintained

by the Company with Datasite in connection with the contemplated transactions or (2) such information, document or material was

publicly filed by the Company prior to the execution of this Agreement, and (B) with respect to information, document or other material

made available by Parent: (1) such information, document or material was made available prior to the execution of the Agreement

by email to the Company or its Representatives; or (2) such information, document or material was publicly filed by Parent prior

to the execution of this Agreement.

(o)           “Organizational

Documents” means, with respect to any entity, the certificate of formation, limited liability company agreement or operating

agreement, certificate of incorporation, bylaws, certificate of limited partnership, limited partnership agreement and any governing

instrument equivalent to any of the foregoing, as applicable.

(p)           “Person”

means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including

any Governmental Entity.

(q)           “Public

Health Measures” means any quarantine, “shelter in place,” “stay at home,” furlough, workforce reduction,

social distancing, shut down, closure, sequester or any other Law, order, directive, guideline or recommendation issued or promulgated

by any Governmental Entity, the World Health Organization or any industry group in connection with or in response to COVID-19 or any

other epidemic, pandemic or outbreak of disease, or in connection with or in response to any other public health conditions, in each

case, whether such Law, order, directive, guideline or recommendation is in place currently or is issued, promulgated or modified hereafter.

(r)           “Significant

Subsidiary” means a Subsidiary of the Company listed on Section 9.5(r) of the Company Disclosure Letter.

(s)           “Subsidiary”

means, with respect to any Person, any other Person of which stock or other equity interests having ordinary voting power to elect more

than 50% of the board of directors or other governing body are owned, directly or indirectly, by such first Person.

Section 9.6             Interpretation.

When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article,

Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents, headings, and defined terms contained in

this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the

meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the

circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning

as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part

of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will

mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and

“hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any

particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to

have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.

Section 9.7             Entire

Agreement. This Agreement (including the Exhibits hereto), the Support Agreements (including the Exhibits thereto), the Equity Commitment

Letter, the Limited Guarantees, the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement constitute

the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous

oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

Section 9.8             Parties

in Interest. This Agreement is not intended to, and shall not, confer upon any other Person other than the parties and their respective

successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this

Agreement, except (a) with respect to Section 6.10, which shall inure to the benefit of the Persons benefiting therefrom who

are intended to be third party beneficiaries thereof, and (b) if the Effective Time occurs, (i) the right of the Company stockholders

to receive the Merger Consideration and (ii) the rights of holders of Company Equity Awards to receive the payments contemplated

by the applicable provisions of Section 3.2 in accordance with the terms and conditions of this Agreement. The representations and

warranties in this Agreement are the product of negotiations among the parties hereto. In some instances, the representations and warranties

in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the

knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations and

warranties in this Agreement or the characterization of actual facts or circumstances as of the date of this Agreement or as of any other

date.

Section 9.9             Governing

Law. This Agreement and any claims or causes of action arising out of or relating to this Agreement, the negotiation, execution or

performance of this Agreement or the transactions contemplated hereby (whether in contract, in tort, under statute or otherwise) shall

be governed by, and interpreted, construed and enforced in accordance with, the internal Laws of the State of Delaware, including its

statutes of limitations, without giving effect to any choice or conflict of Laws rules or provisions (whether of the State of Delaware

or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware.

Section 9.10           Submission

to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement

brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery

of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware,

then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state

court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its

property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and

the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except

in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree

or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein

shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of

the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or

otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any

claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that

it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether

through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)

and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue

of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or

by such courts.

Section 9.11           Assignment;

Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated,

in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such

assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding

upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 9.12           Specific

Performance.

(a)           The

parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance

with their specific terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for

any such nonperformance or breach. Accordingly, each of the Company (on behalf of itself and on behalf of the holders of Shares as third

party beneficiaries under Section 9.8), Parent and Purchaser shall be entitled to specific performance of the terms hereof, including

an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement

in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the

State of Delaware, then in any federal court located in the State of Delaware or any other Delaware state court, this being in addition

to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (i) any defense

in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any Law to post security

as a prerequisite to obtaining equitable relief.

(b)           Notwithstanding

the foregoing, the parties hereto agree that the right of the Company to seek specific performance or other equitable remedies to enforce

Parent’s obligation to cause the Equity Financing to be funded to fund the transactions contemplated hereby (but not the right

of the Company to specific performance or other equitable remedies with respect to other obligations of Parent or Purchaser) shall be

subject to the requirements that (i) all of the Offer Conditions set forth on Exhibit B (in each case, other than those

conditions that by their terms are to be satisfied by actions taken at Closing and which, at the time the Company seeks specific performance,

are capable of being satisfied if the Closing were to occur at such time, or those conditions which have not been satisfied as a result

of the breach of this Agreement by Parent or Purchaser) have been satisfied or have been waived by the Company or Parent, as applicable,

and Purchaser is obligated to consummate the Offer, (ii) the proceeds of the Debt Financing (or the Alternative Financing) have

been funded (or will be funded if the Equity Financing is funded) in accordance with the terms thereof, and (iii) the Company is

prepared to consummate the Closing.

Section 9.13           Currency.

All references to “dollars” or “$” or “US$” in this Agreement refer to United States dollars, which

is the currency used for all purposes in this Agreement.

Section 9.14           Severability.

Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective

and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or

unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability

shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed

and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained

herein.

Section 9.15           Waiver

of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.16           Counterparts.

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become

effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Section 9.17           Electronic

Signature. This Agreement may be executed electronically (including by means of .pdf or similar graphic reproduction format or by

means of digital signature software, e.g. DocuSign or Adobe Sign) and delivered by e-mail or other similar means of electronic transmission,

and any electronic signature shall constitute an original for all purposes.

Section 9.18           No

Presumption Against Drafting Party. Each of Parent, Purchaser and the Company acknowledges that each party to this Agreement has

been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of

Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has

no application and is expressly waived and any controversy over interpretations of this Agreement shall be decided without regard to

events of drafting or preparation.

Section 9.19           Parent

Guarantee. Parent agrees to take all action necessary to cause Purchaser or the Surviving Corporation, as applicable, to perform

all of its respective agreements, covenants and obligations under this Agreement. Parent unconditionally guarantees to the Company the

full and complete performance by Purchaser or the Surviving Corporation, as applicable, of its respective obligations under this Agreement

and shall be liable for any breach of any representation, warranty, covenant or obligation of Purchaser or the Surviving Corporation,

as applicable, under this Agreement. This is a guarantee of payment and performance and not of collectability. Parent hereby waives diligence,

presentment, demand of performance, filing of any claim, any right to require any proceeding first against Purchaser or the Surviving

Corporation, as applicable, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth

in this Section 9.19.

Section 9.20           Debt

Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract

or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of,

in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation,

execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity,

in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant

to this Agreement, the Debt Financing, the Debt Commitment Letter, or the performance of services thereunder shall be subject to the

exclusive jurisdiction of a state or federal court sitting in New York County in the State of New York, and any appellate court from

any thereof, (c) any interpretation of the Debt Commitment Letter and any fee letter in connection therewith will be governed by,

and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any

of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other

court, (e) the waiver of rights to trial by jury set forth in Section 9.15 applies to any such claim, suit, action or proceeding,

(f) only Purchaser (including its successors and permitted assigns under the Debt Commitment Letter) and the other parties to the

Debt Commitment Letter at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy

any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (g) no amendment or waiver of this

Section 9.20 (or the definitions of “Debt Financing” or “Debt Financing Sources” (and any other provisions

of this Agreement to the extent a modification thereof would adversely modify the substance of any of the foregoing as it affects the

Debt Financing Sources in any material respect)) that is adverse in any respect to the Debt Financing Sources shall be effective without

the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party

beneficiaries of this Section 9.20. This Section 9.20 shall, with respect to the matters referenced herein, supersede any provision

of this Agreement to the contrary.

[The remainder of this page is intentionally

left blank.]

IN WITNESS WHEREOF, the parties

have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

GARDA THERAPEUTICS, INC.

By: /s/ Brett K.E. Lund

Name:

Brett K.E. Lund

Title:

President, Chief Legal Officer and Secretary

AUDI MERGER SUB, INC.

By: /s/ Brett K.E. Lund

Name:

Brett K.E. Lund

Title:

President, Chief Legal Officer and Secretary

[Signature Page to Amended and Restated

Agreement and Plan of Merger]

IN WITNESS WHEREOF, the parties

have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ASSERTIO HOLDINGS, INC.

By: /s/ Mark Reisenauer

Name:

Mark Reisenauer

Title:

Chief Executive Officer

[Signature Page to Amended and Restated

Agreement and Plan of Merger]

STRICTLY CONFIDENTIAL

Final Form

EXHIBIT A

FORM OF TENDER AND SUPPORT AGREEMENT

This SUPPORT AGREEMENT (“Agreement”),

dated as of [•], 2026, is made by and among Garda Therapeutics, Inc., a Delaware corporation (“Parent”),

[Audi Merger Sub, Inc.], a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the

undersigned holder (“Stockholder”) of shares of common stock, par value $0.0001 per share (the “Company Common

Stock”), of Assertio Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used

herein and not defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, Stockholder is,

as of the date hereof, the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), which meaning will apply for all purposes of this Agreement) of the number of shares of Company Common

Stock set forth opposite the name of Stockholder on Schedule 1 attached hereto (all such Shares, together with any securities

convertible into or exercisable or exchangeable or redeemable for Shares, and any New Shares (defined in Section 3 below),

the “Shares”);

WHEREAS, Parent, Merger Sub

and the Company have entered into an Agreement and Plan of Merger, dated as of [•], 2026, by and among Parent, Merger Sub and the

Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”), which provides, among

other things, for Merger Sub to commence a tender offer for all of the issued and outstanding shares of Company Common Stock (the “Offer”)

and, following the completion of the Offer, the merger of Merger Sub with and into the Company, with the Company surviving that merger,

on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”); and

WHEREAS, as an inducement

and a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and in consideration of the substantial

expenses incurred and to be incurred by them in connection therewith, Stockholder has agreed to enter into and perform this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration

of, and as a condition to, Parent and Merger Sub entering into the Merger Agreement and proceeding with the transactions contemplated

thereby, and in consideration of the expenses incurred and to be incurred by Parent in connection therewith, the parties hereto agree

as follows:

1.            Agreement

to Tender Shares.

(a)           Subject

to the terms of this Agreement, Stockholder hereby agrees that it shall irrevocably tender its Shares, or cause its Shares to be validly

and irrevocably tendered, into the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (as defined

below) (except for Permitted Liens (as defined below)).

(b)           Upon

receipt of payment in full for all of its Shares pursuant to the Merger Agreement and the full and complete satisfaction of the terms

of the Offer, Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts,

if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights

arising out of Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer

or pursuant to the Merger Agreement, shall be transferred to Merger Sub and Parent upon the transfer to Merger Sub or Parent of Stockholder’s

Shares.

2.           Termination

Date. As used in this Agreement, the term “Termination Date” shall mean the earliest to occur of (a) the

Effective Time, (b) such date and time as the Merger Agreement shall be validly terminated, (c) an amendment of the Merger

Agreement, without the prior written consent of Stockholder, in a manner that negatively or adversely affects the Offer or that decreases

the amount, or changes the form, of consideration payable to any stockholders of the Company pursuant to the terms of the Merger Agreement,

(d) the mutual written agreement of the parties to terminate this Agreement, (e) any material breach of this Agreement or the

Merger Agreement by Parent or Merger Sub or (f) the Company Board approves, recommends, encourages or supports an alternative transaction.

Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,

however, that such termination shall not relieve any party from liability for any common law fraud or willful, knowing and material

breach of this Agreement prior to termination hereof.

3.           Additional

Purchases. Stockholder agrees that any Shares of the Company (and any securities convertible into or exercisable or exchangeable

or redeemable for Shares) that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership (as

defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement and prior to the Termination Date, including,

without limitation, by the exercise of a Company Stock Option or the vesting or settlement of a Company RSU that occurs prior to the

acceptance of Shares in the Offer (“New Shares”), shall be subject to the terms and conditions of this Agreement to

the same extent as if they constituted Shares as of the date hereof and the representation and warranties in Section 5 below

shall be true and correct as of the date that beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of such New

Shares is acquired.

4.           Agreement

to Retain Shares and Other Covenants. From and after the date hereof until the Termination Date, except as otherwise provided herein

(including pursuant to Section 1 or Section 7) or in the Merger Agreement, Stockholder shall not, and Stockholder

shall not direct its Affiliates to: (i) voluntarily transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether

by sale or merger, liquidation, dissolution, dividend or distribution, by operation of Law or otherwise) of, enter into any derivative

arrangement with respect to, create or suffer to exist any Liens (except for Permitted Liens) on or consent to any of the foregoing (“Transfer”),

any or all of the Shares or any right or interest therein, provided that Transfers shall not include the exercise of a Company

Stock Option or the vesting or settlement of a Company RSU, which shall not be restricted by this Section 4; (ii) enter

into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant or permit the

grant of any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter

that is, or that is reasonably likely to be exercised in a manner, inconsistent with the transactions contemplated by the Merger Agreement

or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with

respect to any of the Shares; or (v) directly take or cause the taking of any other action that would restrict, limit or interfere

with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby, except, in each case, as would

not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability to

timely perform its obligations under this Agreement; provided, that Stockholder and its Affiliates shall be permitted to Transfer Shares

to Affiliates or between trusts for estate planning purposes, so long as such transferees agree to remain subject to the terms of this

Agreement. Without limiting the foregoing, at all times commencing with the execution and delivery of this Agreement and continuing until

Termination Date, Stockholder shall not tender the Shares into any tender or exchange offer commenced by a Person other than Parent,

Merger Sub or any other subsidiary of Parent.

5.           Representations

and Warranties of Stockholder. Stockholder hereby represents and warrants, as of the date hereof, to Parent and Merger Sub as follows:

(a)           Stockholder

(i) is the beneficial owner of the Shares set forth opposite Stockholder’s name on Schedule 1 to this Agreement and

(ii) except as set forth on Schedule 1 to this Agreement, neither holds nor has any beneficial ownership interest in any

other shares of Company Common Stock or any performance based stock units, restricted stock, restricted stock units, deferred stock units,

options, warrants or other right or security convertible into or exercisable, exchangeable or redeemable for shares of Company Common

Stock.

(b)           Stockholder

has the full power and authority to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder, subject

to applicable federal securities laws and the terms of this Agreement; if Stockholder is not an individual, it is duly organized, validly

existing and in good standing under the laws of its jurisdiction of organization and has taken all action necessary, to execute, deliver

and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and no other proceedings on

the part of Stockholder are necessary to authorize this Agreement, the performance of Stockholder’s obligations hereunder and the

consummation of the transactions contemplated hereby.

Agreement (assuming this Agreement constitutes a valid and binding agreement of Parent and Merger Sub) has been duly executed and delivered

by or on behalf of Stockholder and constitutes a valid and binding agreement with respect to Stockholder, enforceable against Stockholder

in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors,

(ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) Section 17.

(d)           The

shares of Company Common Stock and the certificates, if any, representing the Shares owned by Stockholder are now held by Stockholder,

by a nominee or custodian for the benefit of Stockholder or by the depository under the Offer, free and clear of any liens, claims, charges,

proxies, powers of attorney, rights of first offer or rights of first refusal, voting agreement or voting trust or any other agreement,

arrangement, or restriction with respect to the voting of such Shares, or other encumbrances or restrictions of any kind whatsoever (“Liens”),

and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares, except for (i) any such Liens arising

hereunder (in connection therewith any restrictions on transfer or any other Liens have been waived by appropriate consent) and (ii) Liens

imposed by federal or state securities laws (collectively, “Permitted Liens”).

(e)           Neither

the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance

by such Stockholder with any provisions herein will (i) if such Stockholder is not an individual, violate, contravene or conflict

with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of

such Stockholder, (ii) violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval

or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or

any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right)

under any of the terms, conditions or provisions of any Contract or other legally binding instrument or obligation to which such Stockholder

is a party or by which such Stockholder or any of its assets may be bound, (iii) result (or, with the giving of notice, the passage

of time or otherwise, would result) in the creation or imposition of any Lien on any assets (including Shares) of such Stockholder (other

than one created by Parent or Merger Sub) or (iv) violate any Law applicable to such Stockholder or by which any of its assets (including

Shares) are bound, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse

effect on such Stockholder’s ability to timely perform its obligations under this Agreement.

(f)            Stockholder

has not directly engaged any broker, investment banker, financial advisor, finder, agent or other Person such that such Person is entitled

to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with this Agreement.

(g)           Stockholder

understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Stockholder’s execution

and delivery of this Agreement.

6.           Representations

and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby represents and warrants to Stockholder as follows:

(a)           Each

of Parent and Merger Sub are a corporation, both duly organized, validly existing and in good standing (with respect to jurisdictions

that recognize such concept) under the laws of the jurisdiction of its organization, and each of Parent and Merger Sub has all requisite

corporate power and authority to enter into and to perform its obligations under this Agreement.

(b)           This

Agreement has been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming the due authorization, execution

and delivery of this Agreement on behalf of Stockholder, constitutes the valid and binding obligations of each of Parent and Merger Sub,

enforceable against each of them in accordance with their terms, subject to (i) laws of general application relating to bankruptcy,

insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable

remedies.

for violations and defaults that would not adversely affect Parent’s or Merger Sub’s ability to perform any of its obligations

under, or consummate any of the transactions contemplated by, this Agreement or the Merger Agreement, the execution and delivery of this

Agreement or the Merger Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions

contemplated hereby or thereby will not cause a violation by Parent or Merger Sub of any legal requirement applicable to Parent or Merger

Sub. Neither Parent nor Merger Sub is required to make any filing with or to obtain any consent from any Person at or prior to the Acceptance

Time or the Effective Time in connection with the execution and delivery of this Agreement and the Merger Agreement or the consummation

by Parent or Merger Sub of any of the transactions contemplated by this Agreement or the Merger Agreement, except: (i) as may be

required by the Exchange Act, General Corporation Law of the State of Delaware (the “DGCL”) or other applicable Laws;

or (ii) where the failure to make any such filing or obtain any such consent would not adversely affect Parent’s or Merger

Sub’s ability to perform any of its obligations under, or consummate any of the transactions contemplated by, this Agreement and

the Merger Agreement.

7.           Survival.

All representations, warranties, covenants and agreements of or on behalf of Stockholder in this Agreement or in any certificate, document

or instrument delivered pursuant to this Agreement will terminate upon, and not survive, the closing of the transactions contemplated

by the Merger Agreement. Stockholder and its Affiliates will not have any liability or obligation to any other party or any other person

or entity for any breach or inaccuracy of any representation, warranty, covenant or agreement in this Agreement or in any such certificate,

document or instrument.

8           No

Limitation on Discretion as Director or Fiduciary. Notwithstanding anything herein to the contrary, the covenants and agreements

set forth herein shall not prevent Stockholder, (a) from exercising his, her or its duties and obligations as a director of the

Company or otherwise taking any action while acting in such capacity as a director of the Company, (b) if Stockholder or any of

its Representatives is an officer of the Company, from exercising his or her duties and obligations as an officer of the Company or otherwise

taking any action permitted by the Merger Agreement, or (c) if Stockholder is serving as a trustee or fiduciary of any ERISA plan

or trust, from exercising his duties and obligations as a trustee or fiduciary of such ERISA plan or trust. Stockholder is executing

this Agreement solely in his, her or its capacity as a stockholder. Notwithstanding anything to the contrary in this Agreement or any

other agreement or document executed or delivered in connection with the transactions contemplated hereby, nothing in this Agreement

or any such other agreement or document shall (a) release, waive, discharge, compromise, settle or affect any rights or claims that

Stockholder or its Affiliates may have for (i) indemnification, advancement of expenses, contribution or reimbursement under any

applicable law, the certificate of incorporation, bylaws or other organizational documents of any person or party, any agreement or arrangement

providing for such indemnification, advancement, contribution or reimbursement, or any insurance policy covering Stockholder or any of

its Affiliates, (ii) any breach of or default under this Agreement, the Merger Agreement or any other agreement or document executed

or delivered by Parent or Merger Sub, (iii) any rights under this Agreement or the Merger Agreement, or (iv) any rights or

claims that are expressly reserved, acknowledged or granted by this Agreement or any other agreement or document executed or delivered

in connection with the transactions contemplated hereby; or (b) limit, impair or affect any rights or claims that Stockholder and/or

its Affiliates may have against any other person or party arising out of or relating to any matter, event, circumstance, action, omission,

transaction or occurrence that is outside the transactions contemplated hereby or the subject matter of this Agreement or any other agreement

or document executed or delivered in connection therewith.

9.             Notice.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered

if delivered in person, (ii) on the next business day if transmitted by national overnight courier or (iii) on the date delivered

if sent by e-mail (provided confirmation of email receipt is obtained), to Parent or Merger Sub to the address or email address set forth

in Section 9.4 of the Merger Agreement and to each Stockholder at its, his or her address or email address set forth opposite

such Stockholder’s name on Schedule 1 attached hereto (or at such other address or email address for a party hereto as shall

be specified by like notice).

10.           Certain

Restrictions. Subject to the other terms of this Agreement, Stockholder hereby (i) waives and agrees not to exercise any rights

(including under Section 262 of the DGCL) to demand appraisal of any Shares or rights to dissent from the Merger which may arise

with respect to the Merger and (ii) solely in its capacity as a stockholder of the Company, agrees not to commence or participate

in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or other proceeding,

against Parent, Merger Sub, the Company or any of their respective directors, officers or successors relating to the negotiation, execution

or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including

any proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of the Merger Agreement or

this Agreement or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the

transactions contemplated thereby.

11            Disclosure.

(a)            Stockholder

shall permit the Company and Parent to disclose in all documents and schedules filed with the U.S. Securities and Exchange Commission

(the “SEC”) that Parent determines to be necessary in connection with the Merger and any transactions related to the

Merger, Stockholder’s identity and ownership of Shares and the nature of Stockholder’s commitments, arrangements and understandings

under this Agreement; provided that Stockholder shall have a reasonable opportunity to review and approve such disclosure prior

to any such filing.

(b)            From

and after the date hereof until the Termination Date, Stockholder shall not make any public announcement regarding this Agreement and

the transactions contemplated hereby without the prior written consent of Parent, except as may be required by applicable Law (provided

that reasonable notice of any such disclosure will be provided to Parent and Stockholder shall reasonably consult with Parent and Merger

Sub with respect to such disclosure) or for public announcements permitted to be made by the Company and its representatives under the

Merger Agreement.

12.           Adjustments.

In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of

shares or the like of the capital stock of the Company affecting the Shares, the terms of this Agreement shall apply to the resulting

securities and the term “Shares” shall be deemed to refer to and include such securities.

13.           Binding

Effect and Assignment. All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit

of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives,

as the case may be. This Agreement shall not be assignable by operation of Law or otherwise; provided that Parent may designate,

prior to the Effective Time, by written notice to Stockholder, another subsidiary to be a party to this Agreement to the extent such

assignment is permitted by the Merger Agreement; provided that such assignment shall not relieve Parent of its obligations hereunder

or otherwise enlarge, alter or change any obligation of Stockholder or due to Parent or such other subsidiary. Any assignment in contravention

of the preceding sentence shall be null and void.

14.           No

Waivers. No waivers of any breach of this Agreement extended by Parent to Stockholder shall be construed as a waiver of any rights

or remedies of Parent with respect to any other stockholder of the Company who has executed an agreement substantially in the form of

this Agreement with respect to Shares held or subsequently held by such stockholder or with respect to any subsequent breach of Stockholder

or any other such stockholder of the Company. No waiver of any provisions hereof by either party shall be deemed a waiver of any other

provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

15.           Governing

Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware

without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit

to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware

Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree

not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation

in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in

any inconvenient forum.

16.           WAIVER

OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING RELATED TO OR

ARISING OUT OF THIS AGREEMENT, ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH AND THE MATTERS CONTEMPLATED HEREBY AND THEREBY.

17.           No

Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement

shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and

until (a) the Company Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable

provision of the Company’s certificate of incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger

Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

18.           Entire

Agreement; Amendment. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the

subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may

not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed

by each party hereto.

19.           Effect

of Headings. The section headings herein are for convenience only and shall not affect the construction of interpretation of this

Agreement.

20.           Severability.

In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction

to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such

provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties. The parties further

agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to

the extent possible, the economic, business and other purposes of such void or unenforceable provision.

21.           Specific

Performance. The parties hereto agree that irreparable damage may occur and that the parties hereto may not have any adequate remedy

at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise

breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions, specific performance

or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions

of this Agreement in the Delaware Courts without proof of damages and, in any action for specific performance, each party hereto waives

any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to

which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy

are hereby waived. The parties hereto further agree that by seeking the remedies provided for in this Section 21, a party

shall not in any respect waive its right to seek any other form of relief that may be available to such party under this Agreement (including

monetary damages) for breach of any of the provisions of this Agreement or in the event that the remedies provided for in this Section 21

are not available or otherwise are not granted.

22.           Expenses.

All fees and expenses incurred in connection this Agreement and the transactions contemplated hereby shall be paid by the party incurring

such fees or expenses, whether or not the Offer or the Merger is consummated.

23.           Counterparts;

Effectiveness; Signatures. This Agreement may be executed in any number of counterparts (including by facsimile or by attachment

to electronic mail in portable document format (PDF) or through the use of an electronic signature platform), each such counterpart being

deemed to be an original instrument, and all such counterparts shall together constitute the same agreement, and shall become effective

when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures delivered by facsimile,

PDF, or electronic signature (including via DocuSign or similar platform) shall be deemed original signatures for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, Parent,

Merger Sub and Stockholder have caused this Agreement to be duly executed and delivered as of the date first written above.

GARDA THERAPEUTICS, INC.

By:

Name:

Title:

[AUDI MERGER SUB, INC.]

By:

Name:

Title:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, Parent,

Merger Sub and Stockholder have caused this Agreement to be duly executed and delivered as of the date first written above.

[STOCKHOLDER]

By:

Name:

Title:

[Signature Page to Support Agreement]

SCHEDULE 1

Stockholder

Name,

Address & Email Address

Company

Common Stock

Company

Stock Options

Company

RSUs

Total

[·]

Address:

[·]

Email:

[·]

EXHIBIT B

CONDITIONS TO THE OFFER

Notwithstanding any other

term of the Offer or the Merger Agreement, Purchaser shall not be required to accept for payment (and Parent shall not be required to

cause Purchaser to accept for payment) or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under

the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal

of the Offer), to pay for any Shares tendered and not validly withdrawn pursuant to the Offer:

(a)            prior

to the Expiration Date, there shall not have been validly tendered and not validly withdrawn in accordance with the terms of the Offer

a number of Shares that, together with the Shares, if any, then beneficially owned by Purchaser or its affiliates (as such term is defined

in Section 251(h) of the DGCL), would represent at least one (1) Share more than 50% of the number of Shares that are

then issued and outstanding (such condition in this clause (a) being the “Minimum Condition”).

(b)            any

of the following conditions shall exist or shall have occurred and be continuing at the Expiration Date:

(i)             there

shall have been any Law enacted, entered, promulgated, enforced or deemed applicable to the Offer that would: (A) make illegal or

otherwise prohibit, restrain, enjoin, prevent or materially delay the consummation of the Offer, the Merger or any of the other transactions

contemplated by the Merger Agreement, (B) prohibit, restrain, enjoin, prevent or limit the ownership, operation or control by the

Company, Parent or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any

of their respective Subsidiaries, or to compel the Company, Parent or any of their respective Subsidiaries to dispose of or hold separate

any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries or (C) impose limitations

on the ability of Parent to acquire or hold, or exercise full rights of ownership of, any Shares (or shares of capital stock of the Surviving

Corporation), including the right to vote the Shares purchased or owned by them on all matters properly presented to stockholders of

the Company;

(ii)            there

shall be any Action brought by, or before, any Governmental Entity seeking to: (A) make illegal or otherwise prohibit, restrain,

enjoin or prevent or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by the

Merger Agreement, (B) prohibit, restrain, enjoin or prevent or limit the ownership, operation or control by the Company, Parent

or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective

Subsidiaries, or to compel the Company, Parent or any of their respective Subsidiaries to dispose of or hold separate any material portion

of the business or assets of the Company, Parent or any of their respective Subsidiaries or (C) impose limitations on the ability

of Parent to acquire or hold, or exercise full rights of ownership of, any Shares (or shares of capital stock of the Surviving Corporation),

including the right to vote the Shares purchased or owned by them on all matters properly presented to stockholders of the Company;

(iii)           (A) the

Company shall have breached or failed to comply in any material respect with any of its obligations, covenants or agreements under the

Merger Agreement or (B) (1) the Company Fundamental Representations are not true and correct in all material respects as of

the date of the Expiration Date as though made as of the Expiration Date (except to the extent such representations and warranties expressly

relate to an earlier date, in which case as of such earlier date), and (2) the representations and warranties of the Company set

forth in the Merger Agreement (other than the Company Fundamental Representations) shall be true and correct as of the Expiration Date

as though made as of the Expiration Date (except to the extent such representations and warranties expressly relate to an earlier date,

in which case as of such earlier date), except for inaccuracies of representations or warranties the circumstances giving rise to which

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (it being understood that, for

purposes of determining the accuracy of such representations and warranties, all materiality, “Material Adverse Effect” and

similar qualifiers set forth in such representations and warranties shall be disregarded);

(iv)           a

Material Adverse Effect with respect to the Company and its subsidiaries, taken as a whole, shall have occurred and be continuing;

(v)            Parent

and Purchaser shall have not received a certificate, signed on behalf of the Company by its chief executive officer or chief financial

officer, certifying that the conditions set forth in clauses (b)(iii)(A), (b)(iii)(B) and (b)(iv) have been satisfied as of

the Expiration Date;

(vi)           the

Merger Agreement shall have been validly terminated in accordance with its terms; or

(vii)          the

Closing Net Cash is less than $95,000,000.

The conditions set forth

in this Exhibit B are for the benefit of Parent and Purchaser and (except for the conditions set forth in clauses (a) and

(b)(iv)) may be waived by Parent or Purchaser in whole or in part at any time or from time to time subject to the terms and conditions

of the Merger Agreement and the applicable rules and regulations of the SEC.

Capitalized terms used in

this Exhibit B and not otherwise defined shall have the respective meanings assigned thereto in the Merger Agreement to which

this Exhibit B is attached (the “Merger Agreement”).

EXHIBIT C

Amended

and Restated Certificate of Incorporation

[AUDI

NewCo ASSERTIO HOLDINGS, INC.]

Article I

NAME

The name of this corporation

is [Audi NewCo Assertio Holdings, Inc.]

Article II

REGISTERED OFFICE AND AGENT

The address of the registered

office of the corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, 19501, County of New Castle, and the

name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

Article III

PURPOSE

The purpose of this corporation

is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (the “DGCL”).

Article IV

CAPITAL STOCK

This corporation is authorized

to issue only one class of stock, which shall be designated “Common Stock”. The total number of shares of Common Stock

presently authorized is One Thousand (1,000) shares, each having a par value of $0.00001.

Article V

MANAGEMENT OF THE BUSINESS OF THE CORPORATION

The management of the business

and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute

the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws of the corporation. The directors

of the corporation need not be elected by written ballot unless the Bylaws of the corporation so provide.

Article VI

LIMITATION OF LIABILITY OF DIRECTORS

A.            To

the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no director of the corporation shall be

personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

B.            Any

amendment, alteration or repeal of this Article VI shall be prospective only and shall not adversely affect any right of a director

with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior

to such amendment, alteration or repeal.

Article VII

AMENDMENT OF CERTIFICATE OF INCORPORATION AND BYLAWS

The corporation reserves the right to amend,

alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter

prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. The Board of Directors

is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders shall also have power to adopt, amend

or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or

series of stock of the corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote

of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation

entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal

any provision of the Bylaws of the corporation.

Article VIII

FORUM

Unless the corporation consents

in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum

for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any action asserting a claim for breach

of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation’s

stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation

or the Bylaws or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court

of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

*        *        *

EXHIBIT D

AMENDED AND RESTATED BYLAWS

[AUDI

NewCo Assertio Holdings, Inc.]

(A DELAWARE CORPORATION)

Dated as of May [ ], 2026

TABLE OF CONTENTS

Page

Article I

STOCKHOLDERS’ ACTIONS

Section 1.1

Place of Meetings

Section 1.2

Annual Meeting

Section 1.3

Special Meetings

Section 1.4

Notice of Meetings

Section 1.5

Adjournment and Notice of Adjourned Meetings

Section 1.6

Record Date

Section 1.7

Quorum

Section 1.8

Voting

Section 1.9

List of Stockholders

Section 1.10

Action Without Meeting

Section 1.11

Organization

Article II

DIRECTORS

Section 2.1

Powers

Section 2.2

Number and Qualifications

Section 2.3

Term of Office

Section 2.4

Resignation

Section 2.5

Removal

Section 2.6

Vacancies

Section 2.7

Meetings

Section 2.8

Quorum and Voting

Section 2.9

Action Without Meeting

Section 2.10

Committees

Section 2.11

Chairman of the Board; Vice Chairman of the Board

Section 2.12

Fees and Compensation

Article III

OFFICERS

Section 3.1

Officers Designated

Section 3.2

Tenure of Officers

Section 3.3

Duties of Officers

Section 3.4

Execution of Corporate Instruments

Section 3.5

Voting of Securities Owned by the Company

Section 3.6

Salaries

Section 3.7

Loans

Section 3.8

Delegation of Authority

Article IV

SHARES OF STOCK

Section 4.1

Form and Execution of Certificates

Section 4.2

Lost Certificates

TABLE OF CONTENTS

(Continued)

Page

Article V

TRANSFERS OF SHARES

Section 5.1

Transfers

Section 5.2

Registered Stockholders

Section 5.3

Notice of Transfer

Article VI

DIVIDENDS

Section 6.1

Declaration of Dividends

Section 6.2

Dividend Reserve

Section 6.3

Record Date

Article VII

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1

Right to Indemnification

Section 7.2

Right to Advancement of Expenses

Section 7.3

Right of Indemnitee to Bring Suit

Section 7.4

Non-Exclusivity of Rights

Section 7.5

Insurance

Section 7.6

Indemnification of Employees and Agents of the Company

Section 7.7

Nature of Rights

Section 7.8

Settlement of Claims

Section 7.9

Severability

Article VIII

NOTICES

Section 8.1

Notices to Stockholders

Section 8.2

Notices to Directors

Section 8.3

Methods of Notice

Section 8.4

Notices to Person with Whom Communication Is Unlawful

Article IX

MISCELLANEOUS

Section 9.1

Fiscal Year

Section 9.2

Corporate Seal

Section 9.3

Annual Report

Section 9.4

Amendments

AMENDED AND RESTATED BYLAWS

[AUDI

NEWCO ASSERTIO HOLDINGS, INC.]

(A DELAWARE CORPORATION)

ARTICLE I

STOCKHOLDERS’ ACTIONS

Section 1.1            Place

of Meetings. Meetings of the stockholders of [Audi Newco Assertio Holdings, Inc.] (the “Company”) may

be held at any place as may be determined from time to time by the board of directors of the Company (the “Board”).

The Board may, in its sole discretion, determine that any such meeting shall be held solely by means of remote communication as provided

under the Delaware General Corporation Law (“DGCL”).

Section 1.2            Annual

Meeting.

(a)            The

annual meeting of the stockholders of the Company, for the purpose of the election of directors and for such other business as may lawfully

come before it, shall be held on such date and at such time as may be designated from time to time by the Board; provided that

the Company shall not be required to hold an annual meeting of the stockholders if the stockholders take action by written consent in

accordance with Section 1.10 to elect directors.

(b)            At

an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

For nominations or other business to be properly brought before an annual meeting by a stockholder, (i) such stockholder must have

given timely notice thereof in writing to the Secretary of the Company and (ii) such other business must be a proper matter for

stockholder action under the DGCL. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive

offices of the Company not later than the close of business on the tenth (10th) day following the day on which notice of such meeting

is first given. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposed to nominate

for election or reelection as a director, such person’s name and qualifications to serve as a director of the Company, (B) as

to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought

before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder

and the beneficial owner, if any, on whose behalf the proposal is made and (C) as to the stockholder giving the notice and the beneficial

owner, if any, on whose behalf the nomination or proposal is made (x) the name and address of such stockholder, as they appear on

the Company’s books, and of such beneficial owner, and (y) the class and number of shares of the Company which are owned beneficially

and of record by such stockholder and such beneficial owner.

such persons who are nominated in accordance with the procedures set forth in this Section 1.2 shall be eligible to serve

as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in

accordance with the procedures set forth in this Section 1.2. Except as otherwise provided by law, the Chairman of the meeting

shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or

proposed, as the case may be, in accordance with the procedures set forth in these Amended and Restated Bylaws of the Company (these

“Bylaws”) and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such

defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

Section 1.3            Special

Meetings. Special meetings of the stockholders of the Company may be called, for any purpose or purposes, by the Chief Executive

Officer or the Board.

Section 1.4            Notice

of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of

stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder

entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose

or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be

present in person and vote at any such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid,

directed to the stockholder at such stockholder’s address as it appears on the records of the Company. Notice of the time, place,

if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic

transmission by such person, either before or after such meeting, and will be waived by any stockholder by his presence in person, by

remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting,

at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder

so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had

been given.

Section 1.5            Adjournment

and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time

either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable,

or represented by proxy. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting

if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the

Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty

(30) days or, if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall

be given to each stockholder of record entitled to vote at the meeting.

Section 1.6            Record

Date. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders

or any adjournment thereof, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the Board, and which record date shall, subject to applicable law, not be less than ten

(10) nor more than sixty (60) days before the date of such meeting. If no record date is fixed by the Board, the record date for

determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next

preceding the day on which notice is given, or if notice is waived, at the close of business on the day preceding the day on which the

meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply

to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.7            Quorum.

At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws,

the presence in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding

shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of

stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the

shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened

meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough

stockholders to leave less than a quorum. Where a separate vote by a class or classes or series is required, except where otherwise provided

by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes

or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum

entitled to take action with respect to that vote on that matter.

Section 1.8            Voting.

(a)            Entitlement

to Vote. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise

provided by law, including Section 217 of the DGCL (relating to voting rights of fiduciaries, pledgers and joint owners of stock)

and Section 218 of the DGCL (relating to voting trusts and other voting agreements), only persons in whose names shares stand on

the stock records of the Company on the record date, as provided in Section 1.6, shall be entitled to vote at any meeting

of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication,

if applicable, or by a proxy duly authorized. A proxy so authorized need not be a stockholder. No proxy shall be voted after three years

from its date of creation unless the proxy provides for a longer period.

(b)            Required

Vote. Except as otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, in all matters other than

the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or

represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders.

Except as otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality

of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the

meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required,

except where otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority

(or plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication,

if applicable, or by proxy duly authorized at the meeting shall be the act of such class or classes or series.

Section 1.9             List

of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete

list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of each stockholder and

the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any

purpose germane to the meeting during ordinary business hours, at the principal place of business of the Company or on a reasonably accessible

electronic network. In the event that the Company determines to make the list available on an electronic network, information required

to gain access to such list shall be provided with the notice of the meeting; provided, however, that the Company may take

reasonable steps to ensure that such information is available only to stockholders of the Company. The list shall be open to examination

of any stockholder during the time of the meeting as provided by law.

Section 1.10           Action

Without Meeting.

(a)            Unless

otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting

of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic

transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were

present and voted.

(b)            Every

written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written

consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days

of the earliest dated consent delivered to the Company in the manner herein required, written consents or electronic transmissions signed

by a sufficient number of stockholders to take action are delivered to the Company by delivery to its registered office in the State

of Delaware, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of

meetings of stockholders are recorded. Any person executing a consent may provide, whether through instruction to an agent or otherwise,

that such a consent will be effective at a future time (including a time determined upon the happening of an event), no later than sixty

(60) days after such instruction is given or such provision is made, if evidence of such instruction or provision is provided to the

Company, and unless otherwise provided, any such consent shall be revocable prior to its becoming effective. Delivery made to a Company’s

registered office shall be by hand or by certified or registered mail, return receipt requested. Any copy, facsimile or other reliable

reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the

original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire

original consent.

notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders

who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled

to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of

stockholders to take action were delivered to the Company as provided in Section 228(c) of the DGCL. If the action which is

consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on

by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by

such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)            An

electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder shall be deemed to be written,

signed and dated for the purposes of this section, provided that any such electronic transmission sets forth or is delivered with information

from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxyholder or by

a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized

person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed

to be the date on which such consent was signed. Notwithstanding the foregoing limitations on delivery, consents given by electronic

transmission may be otherwise delivered to the principal place of business of the Company or to an officer or agent of the Company having

custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution

of the Board.

(e)            Any

stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice

to the Secretary, request the Board to fix a record date. The Board shall promptly, but in all events within ten (10) days after

the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board

within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent

to corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first

date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery

to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Company having custody

of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board and prior action

by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without

a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 1.11          Organization.

(a)            At

every meeting of stockholders, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the President, or, if

the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote present in person

or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall

act as secretary of the meeting.

(b)            The

Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary,

appropriate or convenient. Subject to such rules and regulations of the Board, if any, the chairman of the meeting shall have the

right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman,

are necessary, appropriate or convenient for the proper conduct of the meeting.

ARTICLE II

DIRECTORS

Section 2.1            Powers.

The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided

by statute or by the Certificate of Incorporation.

Section 2.2            Number

and Qualifications. The authorized number of directors of the Company shall be fixed by the Board from time to time. Directors

need not be stockholders unless so required by the Certificate of Incorporation.

Section 2.3            Term

of Office. Except as otherwise provided by law, or by the Certificate of Incorporation or these Bylaws, directors shall serve

until their successors are duly elected and qualified or until their earlier death, resignation or removal. No decrease in the number

of directors constituting the Board shall shorten the term of any incumbent director.

Section 2.4            Resignation.

Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation

to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board. If no such

specification is made, it shall be deemed effective at the pleasure of the Board.

Section 2.5            Removal.

Subject to any limitations imposed by applicable law, the Board or any director may be removed from office at any time by the affirmative

vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote

generally at an election of directors.

Section 2.6            Vacancies.

Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock,

any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes and any newly created directorships

resulting from any increase in the number of directors shall be filled only by the affirmative vote of a majority of the directors then

in office, even though less than a quorum of the Board, or by a sole remaining director, provided, however, that whenever

the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate

of Incorporation, vacancies and newly created directorships of such class or classes or series shall be filled by a majority of the directors

elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

Section 2.7            Meetings.

(a)            Regular

Meetings. Unless otherwise provided in the Certificate of Incorporation, regular meetings of the Board may be held at such time,

date and place as has been designated by the Board and of which all directors have been notified, either orally or in writing. No further

notice shall be required for a regular meeting of the Board.

(b)            Special

Meetings. Unless otherwise provided in the Certificate of Incorporation, special meetings of the Board may be held at any time

and place whenever called by the Chairman of the Board, the President or any two of the directors.

of Special Meetings. Notice of the time and place of all special meetings of the Board shall be made, orally or in writing, and

delivered manually or by electronic transmission, at least twenty-four (24) hours before the date and time of the meeting. If notice

is sent by US mail, it shall be sent by first class mail, postage prepaid at least three (3) days before the date of the meeting.

Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived

by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning

of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. The transaction of all business

at any special meeting of the Board, or any committee thereof, however called or noticed, shall be valid as though the meeting had been

duly held after regular call and notice, if a quorum is present and, either before or after the meeting, each of the directors not present

who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall

be filed with the corporate records or made a part of the minutes of the meeting.

(d)            Meetings

by Electronic Communications Equipment. Any member of the Board, or of any committee thereof, may participate in a meeting by

telephone or other electronic communications equipment by means of which all persons participating in the meeting can hear each other,

and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 2.8            Quorum

and Voting.

(a)            Unless

the Certificate of Incorporation requires a greater number, a quorum of the Board shall consist of a majority of the total number of

directors; provided, however, at any meeting, whether or not a quorum is present, a majority of the directors present may

adjourn from time to time until the time fixed for the next regular meeting of the Board, without notice other than by announcement at

the meeting.

(b)            At

each meeting of the Board at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority

of the directors present, unless a different vote be required by law, or by the Certificate of Incorporation or these Bylaws.

Section 2.9            Action

Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken

at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as

the case may be, consent thereto in writing or by electronic transmission, and such writings or transmissions are filed with the minutes

of proceedings of the Board or committee.

Section 2.10            Committees.

(a)            Establishment

and Composition. The Board may establish one or more committees, each consisting of one or more directors, each of whom shall

serve as a member of such committee until his or her death, resignation or removal from the committee or from the Board. Unless otherwise

provided in the Certificate of Incorporation, the Board may at any time increase or decrease the number of members of a committee or

terminate the existence of a committee. The Board may at any time for any reason remove any individual committee member and the Board

may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board

may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting

of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present

at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another

member of the Board to act at the meeting in the place of any such absent or disqualified member.

(b)            Powers.

Each committee shall have such powers and perform such duties as may be prescribed by the resolutions creating such committees, but in

no event shall any such committee have any power or authority in reference to (i) approving or adopting, or recommending to the

stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting,

amending or repealing any bylaw of the Company.

Unless the Board shall otherwise provide, regular meetings of any committee appointed pursuant to this Section 2.10 shall

be held at such times and places as are determined by the Board, or by any such committee, and when notice thereof has been given to

each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee

may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member

of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided

for the giving of notice to members of the Board of the time and place of special meetings of the Board. Notice of any special meeting

of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat,

except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction

of any business because the meeting is not lawfully called or convened.

(d)            Quorum

and Voting. Unless otherwise provided by the Board in the resolutions authorizing the creation of the committee, a majority of

the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority

of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 2.11          Chairman

of the Board; Vice Chairman of the Board. The Board may appoint from its members a Chairman of the Board and a Vice Chairman

of the Board. If the Board appoints a Chairman of the Board or a Vice Chairman of the Board, such Chairman or Vice Chairman shall perform

such duties and possess such powers as are assigned by the Board. Unless otherwise provided by the Board, the Chairman of the Board or,

in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board.

Section 2.12           Fees

and Compensation. Directors shall be entitled to such compensation for their services as may be approved from time to time by

the Board, including, if so approved, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting

of the Board and at any meeting of a committee of the Board. Nothing herein contained shall be construed to preclude any director from

serving the Company in any other capacity as an officer, agent, employee or otherwise and receiving compensation therefor.

ARTICLE III

OFFICERS

Section 3.1            Officers

Designated. The officers of the Company shall include, if and when designated by the Board, the Chief Executive Officer, the

President, one or more Vice Presidents, the Secretary, the Chief Financial Officer and the Treasurer, all of whom shall be elected at

any meeting of the Board. The Board may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other officers

and agents with such powers and duties as it shall deem necessary. The Board may assign such additional titles to one or more of the

officers as it shall deem appropriate. Any one person may hold any number of offices of the Company at any one time unless specifically

prohibited therefrom by law.

Section 3.2            Tenure

of Officers.

(a)            General.

All officers shall hold office at the pleasure of the Board and until their successors shall have been duly elected and qualified or

their earlier death, resignation or removal.

(b)            Resignations.

Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board or to the President or to the

Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later

time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such

notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice

to the rights, if any, of the Company under any contract with the resigning officer.

Any officer may be removed from office at any time, either with or without cause, by the Board or by any committee or superior officers

upon whom such power of removal may have been conferred by the Board.

(d)            Vacancies.

If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Section 3.3            Duties

of Officers.

(a)            Duties

of the Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings

of the Board, unless the Chairman of the Board has been appointed and is present. The Chief Executive Officer shall, subject to the direction

of the Board, have general supervision, direction and control of the business and affairs of the Company. The Chief Executive Officer

shall also perform all other duties commonly incident to the office or that are delegated to such officer by the Board from time to time.

(b)            Duties

of President. Unless some other officer has been elected Chief Executive Officer of the Company, the President shall be the chief

executive officer of the Company and shall, subject to the direction of the Board, have general supervision, direction and control of

the business and affairs of the Company. The President shall also perform all other duties commonly incident to the office or that are

delegated to such office by the Board from time to time.

of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the

President or whenever the office of President is vacant. The Vice Presidents shall also perform all other duties commonly incident to

their office or that are delegated to such office by the Board from time to time.

(d)            Duties

of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board and shall record all acts and proceedings

thereof in the minute book of the Company. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders

and of all meetings of the Board and any committee thereof requiring notice. The Secretary shall perform all other duties provided for

in these Bylaws and/or that are delegated to such office by the Board from time to time.

(e)            Duties

of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the Company in

a thorough and proper manner and shall render statements of the financial affairs of the Company in such form and as often as required

by the Board or the Chief Executive Officer. The Chief Financial Officer shall also perform all other duties commonly incident to the

office or that are delegated to such office by the Board from time to time.

(f)            Duties

of Treasurer. Unless some other officer has been elected Chief Financial Officer, the Treasurer shall be the chief financial

officer of the Company and shall keep or cause to be kept the books of account of the Company in a thorough and proper manner and shall

render statements of the financial affairs of the Company in such form and as often as required by the Board or the Chief Executive Officer.

The Treasurer shall also perform all other duties commonly incident to the office or that are delegated to such officer by the Board

from time to time.

Section 3.4            Execution

of Corporate Instruments. The Board may, in its discretion, determine the method and designate the signatory officer or officers,

or other person or persons, to execute on behalf of the Company any corporate instrument or document, or to sign on behalf of the Company

the corporate name, or to enter into contracts on behalf of the Company, except where otherwise provided by law or these Bylaws, and

such execution or signature shall be binding upon the Company. Unless authorized or ratified by the Board, no officer, agent or employee

shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for

any purpose or for any amount. All checks and drafts drawn on banks or other depositaries of funds to the credit of the Company or in

special accounts of the Company shall be signed by such person or persons as the Board shall authorize.

Section 3.5            Voting

of Securities Owned by the Company. All stock and other securities of other companies owned or held by the Company for itself,

or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized

by resolution of the Board, or, in the absence of such authorization, by the Chairman of the Board, the Chief Executive Officer, the

President or any Vice President.

Section 3.6            Salaries.

The salaries and other compensation of the officers of the Company shall be fixed by or in the manner designated by the Board.

Section 3.7            Loans.

Except as otherwise prohibited under applicable law, the Company may lend money to, or guarantee any obligation of, or otherwise assist

any officer or other employee of the Company or of its subsidiaries, including any officer or employee who is a director of the Company

or its subsidiaries, whenever, in the judgment of the Board, such loan, guarantee or assistance is in the best interests of the Company

and its stockholders. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such

manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the Company.

Section 3.8            Delegation

of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding

any provision hereof.

ARTICLE IV

SHARES OF STOCK

Section 4.1            Form and

Execution of Certificates. The shares of the Company shall be represented by certificates or, if determined by the Board, may

be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation

and applicable law. Every holder of stock in the Company represented by certificate shall be entitled to have a certificate signed by

or in the name of the Company by any two authorized officers of the Company, certifying the number of shares owned by him or her in the

Company. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has

signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar

before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar

at the date of issue.

Section 4.2            Lost

Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued

by the Company alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the

certificate of stock to be lost, stolen, or destroyed. The Company may require, as a condition precedent to the issuance of a new certificate

or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative,

to agree to indemnify the Company in such manner as it shall require or to give the Company a surety bond in such form and amount as

it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been

lost, stolen, or destroyed.

ARTICLE V

TRANSFERS OF SHARES

Section 5.1            Transfers.

(a)            Transfers

of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by attorney duly authorized,

and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like

number of shares.

(b)            The

Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock

of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any

manner not prohibited by the DGCL.

Section 5.2            Registered

Stockholders. The Company shall be entitled to recognize the exclusive right of a person registered on its books as the owner

of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest

in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise

provided by the laws of Delaware.

Section 5.3            Notice

of Transfer. If a stockholder desires to sell, transfer, assign, pledge, or otherwise dispose of or encumber any shares of Common

Stock of the Company (the “Common Stock”) or any right or interest therein, whether voluntarily or by operation of

law, or by gift or otherwise (each, a “Transfer”) any shares of Common Stock of the Company, then the stockholder

shall first give written notice thereof to the Company. The notice shall name the proposed transferee and state the number of shares

of Common Stock to be transferred, the proposed consideration, and all other terms and conditions of the proposed Transfer.

ARTICLE VI

DIVIDENDS

Section 6.1            Declaration

of Dividends. Dividends upon the capital stock of the Company, subject to the provisions of the Certificate of Incorporation

and applicable law, if any, may be declared by the Board pursuant to law at any regular or special meeting. Dividends may be paid in

cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 6.2            Dividend

Reserve. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such

sum or sums as the Board from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies,

or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Board shall

think conducive to the interests of the Company, and the Board may modify or abolish any such reserve in the manner in which it was created.

Section 6.3            Record

Date. In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution

or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock,

or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the

date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior

to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of

business on the day on which the Board adopts the resolution relating thereto.

ARTICLE VII

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1            Right

to Indemnification.

(a)            Indemnified

Persons. Each person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action,

suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing,

or any other threatened, pending or completed proceeding, whether brought by or in the right of the Company or otherwise, including any

and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “Proceeding”),

by reason of the fact that he or she is or was a director or an officer of the Company or while a director or officer of the Company

is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation or of a partnership,

joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”),

or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Company to

the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including

attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the Indemnitee)

actually and reasonably incurred by such Indemnitee in connection therewith, all on the terms and conditions set forth in these Bylaws;

provided, however, that, except as otherwise required by law or provided in Section 7.3 with respect to suits

to enforce rights under this Article VII, the Company shall indemnify any such Indemnitee in connection with a Proceeding,

or part thereof, voluntarily initiated by such Indemnitee (including claims and counterclaims, whether such counterclaims are asserted

by: (i) such Indemnitee; or (ii) the Company in a Proceeding initiated by such Indemnitee) only if such Proceeding, or part

thereof, was authorized or ratified by the Board or the Board otherwise determines that indemnification or advancement of expenses is

appropriate.

(b)            Request

for Indemnification. To receive indemnification under this Section 7.1, an Indemnitee shall submit a written request

to the Secretary of the Company. Such request shall include documentation or information that is necessary to determine the entitlement

of the Indemnitee to indemnification and that is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company

of such a written request, the entitlement of the Indemnitee to indemnification shall be determined by the following person or persons

who shall be empowered to make such determination, as selected by the Board (except with respect to clause (v) of this Section 7.1(b)):

(i) the Board by a majority vote of the directors who are not parties to such Proceeding, whether or not such majority constitutes

a quorum; (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes

a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion

to the Board, a copy of which shall be delivered to the Indemnitee; (iv) the stockholders of the Company; or (v) in the event

that a Change of Control (as defined below) has occurred, by independent legal counsel in a written opinion to the Board, a copy of which

shall be delivered to the Indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination

is made, such indemnification shall be paid in full by the Company not later than sixty (60) days after receipt by the Secretary of the

Company of a written request for indemnification. For purposes of this Section 7.1(b), a “Change of Control”

will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month

period, constituted the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the

Board; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose

election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors

then comprising the incumbent board shall be considered as though such individual were a member of the Incumbent Board, but excluding,

for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest.

Section 7.2            Right

to Advancement of Expenses.

(a)            Eligibility.

The Company shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed

Proceeding by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request

of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final

disposition of the Proceeding, promptly following request therefor, all expenses (including attorneys’ fees) incurred by such person

in connection with such Proceeding; provided, however, that, if required by the DGCL, such advancement of expenses shall

be made only upon delivery to the Company of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall

ultimately be determined by final judicial decision (hereinafter, a “Final Adjudication”) of a court of competent

jurisdiction from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under

this Article VII or otherwise. Each such advancement of expenses shall be made within ten (10) days after the receipt by the

Company of a written request for advancement of expenses.

(b)            Request

for Advancement of Expenses. To receive an advancement of expenses under this Section 7.2, an Indemnitee shall submit

a written request to the Secretary of the Company. Such request shall reasonably evidence the expenses incurred by the Indemnitee and

shall include or be accompanied by the undertaking required by Section 7.2(a).

Section 7.3            Right

of Indemnitee to Bring Suit. In the event that: (a) a determination is made that the Indemnitee is not entitled to indemnification,

(b) payment is not timely made following a determination of entitlement to indemnification pursuant to Section 7.1(b),

or (c) an advancement of expenses is not timely made under Section 7.2(b), then in each case, the Indemnitee may at

any time thereafter bring suit against the Company in a court of competent jurisdiction in the State of Delaware seeking an adjudication

of entitlement to such indemnification or advancement of expenses. If successful in whole or in part in any such suit, or in a suit brought

by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be

paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In any suit brought by the Indemnitee

to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of

expenses) it shall be a defense that the Indemnitee has not met any applicable standard of conduct for indemnification set forth in the

DGCL. Further, in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the

Company shall be entitled to recover such expenses upon a Final Adjudication that the Indemnitee has not met any applicable standard

of conduct for indemnification set forth in the DGCL. Neither the failure of the Company (including its directors who are not parties

to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the

commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable

standard of conduct set forth in the DGCL, nor an actual determination by the Company (including its directors who are not parties to

such action, a committee of such directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable

standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of

such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification

or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of

an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under

applicable law, this Article VII or otherwise shall be on the Company.

Section 7.4            Non-Exclusivity

of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not

be exclusive of any other right which any person may have or hereafter acquire under any law, agreement (including that certain Agreement

and Plan of Merger, dated as of April [7], 2026, by and among Garda Therapeutics, Inc. a Delaware corporation, Audi Merger

Sub, Inc., a Delaware corporation and Assertio Holdings, Inc., a Delaware corporation), vote of stockholders or disinterested

directors, provisions of a certificate of incorporation or bylaws, or otherwise.

Section 7.5            Insurance.

The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or

another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the

Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 7.6            Indemnification

of Employees and Agents of the Company. The Company may, to the extent and in the manner permitted by law, and to the extent

authorized from time to time, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company.

Section 7.7            Nature

of Rights. The rights conferred upon Indemnitees in this Article VII shall be contract rights and such rights shall

continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of the Indemnitee’s heirs,

executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of

an Indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding

involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or

repeal.

Section 7.8            Settlement

of Claims. Notwithstanding anything in this Article VII to the contrary, the Company shall not be liable to indemnify

any Indemnitee under this Article VII for any amounts paid in settlement of any Proceeding effected without the Company’s

written consent, which consent shall not be unreasonably withheld.

Section 7.9            Severability.

If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable as applied to any

person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality

and enforceability of such provision in any other circumstance and of the remaining provisions of this Article VII (including,

without limitation, all portions of any paragraph of this Article VII containing any such provision held to be invalid, illegal

or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other persons

or entities or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions

of this Article VII (including, without limitation, all portions of any paragraph of this Article VII containing

any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be

construed so as to give effect to the intent that the Company provide protection to the Indemnitee to the fullest extent set forth in

this Article VII.

ARTICLE VIII

NOTICES

Section 8.1            Notices

to Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Section 1.4

herein. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract

with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings

may be sent by United States mail, nationally recognized overnight courier or by electronic transmission. An affidavit, executed by a

duly authorized and competent employee or other agent of the Company, that notice has been given shall, in the absence of fraud, be prima

facie evidence of the facts therein contained.

Section 8.2            Notices

to Directors. Any notice required to be given to any director may be given by the methods stated in Section 8.1.

If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary,

or, in the absence of such filing, to the last known address of such director. An affidavit, executed by a duly authorized and competent

employee or other agent of the Company, that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts

therein contained.

Section 8.3            Methods

of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice,

but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed

in respect of any other or others.

Section 8.4            Notices

to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the

Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person

shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such

notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is

unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company

is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and

if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is

unlawful.

ARTICLE IX

MISCELLANEOUS

Section 9.1            Fiscal

Year. The fiscal year of the Company shall be fixed by resolution of the Board.

Section 9.2            Corporate

Seal. The Board may adopt a corporate seal. The Company may use such seal by causing it or a facsimile thereof to be impressed

or affixed or reproduced or otherwise.

Section 9.3            Annual

Report. The Company shall cause an annual report to be sent to the stockholders of the Company; provided that if and so

long as there are fewer than one hundred (100) holders of record of the Company’s shares, any requirement of sending an annual

report to the stockholders of the Company under these Bylaws or under applicable law is hereby expressly waived.

Section 9.4            Amendments.

The Board is expressly empowered to adopt, amend or repeal Bylaws of the Company. The stockholders shall also have power to adopt, amend

or repeal the Bylaws of the Company; provided, however, that, in addition to any vote of the holders of any class or series

of stock of the Company required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative

vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company

entitled to vote generally in the election of directors, voting together as a single class.

*        *        *

CERTIFICATE OF [OFFICER]

[AUDI NEWCO ASSERTIO HOLDINGS, INC.]

I HEREBY CERTIFY THAT:

I am the duly elected and acting [Officer] of

[Audi Newco Assertio Holdings, Inc.], a Delaware corporation (the “Company”); and

Attached hereto is a complete and accurate copy

of the Bylaws of the Company as duly adopted by the Board of Directors by Written Consent dated May [ ], 2026, and such Bylaws are

presently in effect.

By:

[Brett Lund]

[President & Chief Legal

Officer]

Execution Version

Privileged and Confidential

EXHIBIT E

EQUITY COMMITMENT LETTER

May 1, 2026

To:

Garda Therapeutics, Inc.

86 Hawk Ridge Drive

Las Vegas, NV 89135

Attention: Brett Lund

Assertio Holdings, Inc.

100 South Sanders Road, Suite 300

Lake Forest, IL 60045

Attention: Mark L. Reisenauer

Re: Equity Financing Commitment

Ladies and Gentlemen:

Reference is hereby made to that certain Amended

and Restated Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger

Agreement”), by and among Garda Therapeutics, Inc., a Delaware corporation (“Parent”), Audi

Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Assertio Holdings, Inc., a Delaware

corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company

surviving as the surviving corporation (the “Merger”). Capitalized terms used but not defined herein shall

have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule

A attached hereto are collectively referred to herein as the “Investors.”

This letter agreement (this “Letter

Agreement”) confirms the irrevocable commitment of each Investor, subject to the conditions set forth herein, to purchase

shares of Series B preferred stock of Parent, $0.00001 par value per share (“Parent Preferred Stock”),

for the investment amount set forth opposite such Investor’s name on Schedule A

attached hereto (its “Investment Amount”), at a purchase price per share of Parent Preferred Stock determined

based on a $152.8 million pre-money valuation of Parent. It is understood that the equity investments contemplated hereby will occur

at the same time, and each Investor will be investing its Investment Amount concurrently with each other Investor’s investment.

Each Investor’s obligation to fund its

Investment Amount is subject to (a) the execution and delivery of the Merger Agreement, (b) the conditions to the consummation

of the Merger as set forth in the Merger Agreement having been satisfied or waived (other than those conditions which by their nature

are to be satisfied at the Closing), and (c) the terms of this Letter Agreement. The Investment Amount will be funded to an account,

which shall be designated in writing by Parent at least three Business Days prior to the Closing, following the satisfaction of the foregoing

conditions and prior to the Acceptance Time, and the shares of Parent Preferred Stock shall be issued by Parent to the Investors at the

Closing. As promptly as practicable after the Closing, Parent shall deliver to each Investor evidence of the issuance to the Investor

of the shares of Parent Preferred Stock in the name of such Investor.

This Letter Agreement and the relationship of

the parties hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed

and performed in such State without giving effect to the conflicts of laws principles thereof, which would result in the applicability

of the laws of another jurisdiction.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY

WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL

PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Each of the parties hereto agree that the Company

shall be an express third party beneficiary of this Letter Agreement. Each of the parties hereto agree that irreparable damage would

occur in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or

were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such nonperformance or

breach. Accordingly, each of Parent and the Company shall be entitled to specific performance of the terms hereof, including an injunction

or injunctions to prevent breaches of this Letter Agreement and to enforce specifically the terms and provisions of this Letter Agreement.

Each of the parties hereto hereby further waives (i) any defense in any action for specific performance that a remedy at law would

be adequate and (ii) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

This Letter Agreement may not be amended or otherwise

modified without the prior written consent of Parent, the Company and each of the Investors.

This Letter Agreement shall expire upon the termination

of the Merger Agreement in accordance with its terms.

[Signature Page Follows]

Sincerely,

Joseph M. Limber

Brett K.E. Lund

[Signature page to Equity Commitment Letter]

Accepted and agreed to as of the date first above written.

GARDA THERAPEUTICS, INC.

By:

Name: Brett K.E. Lund

Title: President & Chief

Legal Officer

[Signature page to Equity Commitment Letter]

Schedule

Investors

Investor

Investment

Amount

Joseph M. Limber

$ 20,250,000

Brett K.E. Lund

$ 1,950,000

Total:

$ 22,200,000

Execution Version

EXHIBIT F

COLBECK CAPITAL MANAGEMENT, LLC

888 Seventh Avenue, 29th Floor

New York, NY 10106

May 1, 2026

Garda Therapeutics, Inc.

86 Hawk Ridge Drive

Las Vegas, NV 89135

Attention: Brett Lund

E-mail: blund@gardatherapeutics.com

Re: Amended and Restated Project Audi Commitment

Letter

Ladies and Gentlemen:

You have advised Colbeck

Capital Management, LLC (acting through such of its affiliates, funds, investors and branches as they deem appropriate, “Colbeck”,

“we” or “us”) that Garda Therapeutics, Inc., a Delaware corporation (“Garda”

or “you”), intends to acquire, directly or indirectly a business previously identified to you as “Audi”

(the “Company”) pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of the date hereof,

by and among Garda, Audi Merger Sub Inc. (the “Initial Borrower”) and Assertio Holdings, Inc. (the “Target”)

(together with all exhibits, schedules and annexes thereto, collectively, the “Acquisition Agreement”). You have further

advised that, in connection with the foregoing, you intend to consummate the other Transactions as defined in, and more fully described

in, the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized

terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms

and Conditions attached hereto as Exhibit B (the “Term Sheet”) or the Summary of Conditions attached hereto

as Exhibit C (the “Summary of Conditions” and, together with this letter, the Transaction Description,

the Term Sheet and any other schedule, exhibit or annex attached hereto, collectively, this “Commitment Letter”).

This Commitment Letter amends,

restates and supersedes in its entirety that certain Commitment Letter, dated as of April 8, 2026 (the “Original Commitment

Date”), by and between Colbeck and Garda (the “Original Commitment Letter”) and, upon the effectiveness

of this Commitment Letter, the Original Commitment Letter is of no further force and effect.

1. Commitments

In connection with the Transactions,

Colbeck (the “Initial Lender”) is pleased to advise you of its commitment to provide (i) a senior secured term

loan credit facility in an aggregate principal amount of $80,000,000 (the “Term Loan Facility”) and (ii) a senior

secured delayed draw term loan facility in an aggregate principal amount of $50,000,000 (the “Delayed Draw Term Loan Facility”

and, together with the Term Loan Facility, the “Facilities”) upon the terms and subject only to the conditions set

forth or referred to in this Commitment Letter.

2. Titles and Roles

It is agreed that (i) Alter

Domus (US) LLC (the “Agent”), or such other person appointed by Colbeck in its sole discretion, will act as the sole

and exclusive administrative and collateral agent for the Facilities, and (ii) CB Origination Agent Services, LLC (the “Origination

Agent”) will act as origination agent for the Facilities. You agree that no advisors, co-advisors, other agents, co-agents,

arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and

no compensation (other than as expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection

with the Facilities unless you and we shall so agree in writing.

3. Information

You agree promptly to prepare

and provide to the Initial Lender all information with respect to the Borrower,

the Company, and the transactions contemplated hereby (the “Transactions”), including all financial information and

projections (the “Projections”), as we may reasonably request in connection with the arrangement and funding of the

Facilities. You hereby represent and warrant (with respect to information relating to the Company and its subsidiaries prior to the Closing

Date, to the best of your knowledge) that (a) all written information other than the Projections and information of a general economic

or general industry nature (the “Information”) that has been or will be made available to the

Initial Lender by you or any of your representatives is or will be, when furnished, taken as a whole, complete and correct in

all material respects and does not or will not, when furnished, taken as a whole, contain any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances

under which such statements are made (after giving effect to all supplements and updates thereto from time to time furnished prior to

the Original Commitment Date) and (b) the Projections that have been or will be made available to the Initial Lender by you or any

of your representatives have been or will be prepared in good faith based upon reasonable assumptions at the time made; it being understood

that any such Projections are subject to uncertainties and contingencies, many of which are beyond your control, that no assurance can

be given that any particular Projections will be realized and that actual results may differ and that such differences may be material

and that such Projections are not to be viewed as facts or a guarantee of performance. If, at any time prior to the termination of this

Commitment Letter, any of the representations and warranties in the preceding sentence would not be accurate and complete in any material

respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time,

then you agree to promptly supplement the Information and/or Projections so that the representations and warranties contained in this

paragraph remain accurate and complete in all material respects under those circumstances. You understand and agree that in arranging

the Facilities, (x) we may use and rely on the Information and Projections without independent verification thereof and (y) we

assume no responsibility for the accuracy or completeness of the Projections or the Information.

4. Syndication.

The Initial Lender reserves

the right, prior to and/or after the Closing Date, to syndicate all or a portion of the Initial Lender’s respective commitments

for the applicable Facilities hereunder to a group of banks, financial institutions and other institutional lenders and investors identified

by the Initial Lender to you (such banks, financial institutions and other institutional lenders and investors, together with the Initial

Lender, the “Lenders”). Without limiting the foregoing, the Initial Lender reserves the right, in its sole discretion,

to restructure all or any portion of the Facilities, including the right to divide the Facilities into separate tranches or sub-facilities,

and to modify or restructure the Facilities or any tranche thereof as the Initial Lender deems appropriate; provided, that the

commitment amounts or conditions to funding shall not be modified or changed.

5. Fees

As consideration for the

Initial Lender’s commitment hereunder, you agree to pay to the Initial Lender the nonrefundable fees set forth in that certain

Amended and Restated Fee Letter, dated the date hereof and delivered herewith, among you and us (the “Fee Letter”),

which amends and restates that certain Fee Letter, dated as of April 8, 2026 (the “Original Fee Letter”), by

and between Colbeck and Garda.

You agree that, once paid,

the fees or any part thereof payable hereunder or under the Fee Letter shall not be refundable under any circumstances, regardless of

whether the Transactions are consummated. All fees payable hereunder and under the Fee Letter shall be paid in immediately available

funds in U.S. Dollars and shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by

any claim or dispute related to any other matter. In addition, all fees payable hereunder and under the Fee Letter shall be paid without

deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing

authority, or will be grossed up by you for such amounts.

6. Conditions

The Initial Lender’s

commitment hereunder, its agreement to perform the services described herein, and the availability and funding of the Facilities on the

Closing Date, are subject solely to the conditions set forth on Exhibit C hereto, and, upon satisfaction (or written waiver

by the Initial Lender) of such conditions, the availability and funding of the Facilities shall occur.

Notwithstanding anything

in this Commitment Letter or any other letter agreement or other undertaking concerning the Facilities to the contrary, (i) the

only representations and warranties the accuracy of which shall be a condition to the availability and the funding of the Facilities

on the Closing Date shall be (A) such of the representations and warranties made by the Company and its subsidiaries in the Acquisition

Agreement to the extent that you or your affiliates have the right to terminate (taking into account any applicable cure provisions)

your obligations under the Acquisition Agreement, or the right not to consummate the Acquisition (as defined in Exhibit A

hereto), in each case pursuant to the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties

(the “Specified Acquisition Agreement Representations”), and (B) the Specified Representations (as defined below),

and (ii) the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Facilities

on the Closing Date if the conditions expressly stated in Exhibit C hereto as conditions to such funding on the Closing Date

are satisfied (or waived in writing by the Initial Lender) (it being understood that, to the extent any security interest in any Collateral

(as defined in the Term Sheet) cannot be perfected on the Closing Date (other than to the extent that a security interest in such Collateral

may be perfected solely by (i) the filing of a financing statement under the Uniform Commercial Code in the office of the Secretary

of State (or equivalent office in the relevant States) of any applicable jurisdiction of organization located in the United States (or

any State thereof) and (ii) the delivery of stock or similar certificates and corresponding stock powers representing equity interests

or capital stock, in each case required to be pledged as Collateral under the terms of the Term Sheet); after your use of commercially

reasonable efforts to do so, without undue burden or expense, then the delivery of such Collateral (and/or the perfection of security

interests therein), shall not constitute a condition precedent to the availability or initial funding of the Facilities on the Closing

Date, but shall be required to be delivered and perfected, (x) in the case of any such stock or similar certificates and corresponding

stock powers, within five (5) days following the Closing Date (in each case, subject to extension by the Initial Lender in its sole

discretion) and (y) in the case of all other applicable Collateral, within thirty (30) days after the Closing Date (in each case,

subject to extensions by the Initial Lender in its sole discretion) pursuant to arrangements to be mutually agreed among such parties

acting reasonably). For purposes hereof, “Specified Representations” means the representations and warranties set

forth in the Loan Documents relating to: organization of the Loan Parties; existence; power and authority of the Loan Parties to enter

into the Loan Documents as in effect on the Closing Date; due authorization, execution and delivery of the Loan Documents; enforceability

and non-contravention of the Loan Documents with the Loan Parties’ governing documents (limited to the execution, delivery and

performance of the Loan Documents in effect on the Closing Date, incurrence of debt thereunder and the granting of the guarantees and

the security interests in respect thereof); Patriot Act; use of proceeds not violating OFAC and FCPA; anti-corruption laws and sanctions

and other anti-terrorism, anti-bribery and anti-money laundering laws; solvency (after giving effect to the Transactions) to be determined

in accordance with the form of solvency certificate attached as Annex I to Exhibit C hereto; Federal Reserve Bank

margin regulations; the Investment Company Act; and, subject to the parenthetical in clause (ii) above, the creation, validity,

perfection and priority of the security interests granted in the Collateral as of the Closing Date. This paragraph, and the provisions

contained herein, shall be referred to as the “Limited Conditionality Provisions”.

7. Limitation of Liability, Indemnity,

Settlement

(a) Limitation of Liability.

You agree that (i) in

no event shall any of the Agent, Initial Lender or any of their affiliates and their respective officers, directors, employees,

advisors, and agents (each, and including, without limitation, Colbeck, an “Agent-Related Person”) have any Liabilities,

on any theory of liability, for any special, indirect, consequential or punitive damages incurred by you, your affiliates or your respective

equity holders arising out of, in connection with, or as a result of, this Commitment Letter, the Fee Letter, the Original Commitment

Letter, the Original Fee Letter or any other agreement or instrument contemplated hereby and (ii) no Agent-Related Person shall

have any Liabilities arising from, or be responsible for, the use by others of Information or other materials (including, without limitation,

any personal data) obtained through electronic, telecommunications or other information transmission systems, or otherwise via the internet;

provided, that nothing in this clause (a) shall relieve you of any obligation you may have to indemnify an Indemnified Person,

as provided in clause (b) below, against any special, indirect, consequential or punitive damages asserted against such Indemnified

Person by a third party. You agree, to the extent permitted by applicable law, to not assert any claims against any Agent-Related Person

with respect to any of the foregoing. As used herein, the term “Liabilities” shall mean any losses, claims (including

intraparty claims), demands, damages, costs, expenses or liabilities of any kind.

(b) Indemnity.

You agree to (i) indemnify

and hold harmless each of the Agent, Initial Lender, their respective affiliates and each of their respective officers, directors,

employees, agents, advisors, controlling persons, members, partners and other representatives and their successors and permitted assigns

(each, and including, without limitation, Colbeck, an “Indemnified Person”) from and against any and all Liabilities

and related expenses to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter,

the Original Commitment Letter, the Facilities, the use of the proceeds thereof, any related transaction or the activities performed

or the commitments or services furnished pursuant to this Commitment Letter, the Original Commitment Letter or the role of the Initial

Lender in connection therewith or in connection with any actual or prospective claim, litigation, investigation, arbitration or administrative,

judicial or regulatory action or proceeding in any jurisdiction relating to any of the foregoing (including in relation to enforcing

the terms of clause (a) above, the terms of this clause (b), and the terms of clause (c) below) (each, a “Proceeding”),

regardless of whether or not any Indemnified Person is a party thereto and whether or not such Proceeding is brought by you, your equity

holders, affiliates, creditors or any other person and (ii) reimburse each Indemnified Person promptly after receipt of a written

request for any reasonable and documented out-of-pocket legal (limited to one (1) outside counsel for each similarly situated

group of Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel and a single regulatory counsel, if

applicable, for all similarly situated Indemnified Persons taken as a whole in each relevant material jurisdiction or regulatory area

and, solely in the case of a perceived conflict of interest, one (1) additional counsel in each relevant material jurisdiction to

each similarly situated group of affected Indemnified Persons taken as a whole) or other reasonable and documented out-of-pocket expenses

incurred in connection with any of the foregoing, regardless of whether or not in connection with any pending or threatened Proceeding

to which any Indemnified Person is a party, in each case as such expenses are incurred or paid; provided, that the foregoing indemnity

will not, as to any Indemnified Person, apply to any Liabilities or related expenses to the extent they are found by a final, non-appealable

judgment of a court of competent jurisdiction to result from (x) the willful misconduct or gross negligence of such Indemnified

Person, or (y) a material breach of the funding obligations of such Indemnified Person at a time when you have not materially breached

your obligations hereunder.

Regardless of whether the

transactions contemplated by this Commitment Letter are consummated or this Commitment Letter is terminated for any reason, you agree

to reimburse the Agent and the Initial Lender, upon demand, an amount equal to all of the Agent’s and the Initial Lender’s

fees, costs and expenses relating to the Facilities and the Transactions (“Expenses”). Expenses may include, without

limitation, the fees, costs and expenses of the Agent, the Initial Lender and their respective counsel incurred in connection with the

negotiation, revision, preparation, execution and delivery of this Commitment Letter, the Term Sheet, the Fee Letter and the Transactions,

and any and all due diligence, collateral reviews, quality of earnings, ratings agency fees and the costs associated with obtaining a

rating from such agencies, appraisals and valuations and field examinations of the Collateral and any and all definitive legal documentation

relating hereto and thereto. You and we hereby agree that prior to the date hereof, you provided a $700,000 expense deposit, and the

Initial Lender, at its sole discretion, may require further expense deposits to proceed with continued diligence and documentation, which

you shall promptly remit in cash to the account set forth below:

Recipient:

Colbeck

Capital Management, LLC

Bank:

JPMorgan

Chase

Routing

021000021

Ref:

Garda

Therapeutics Expense Deposit

(d)            Settlement.

You shall not, without the

prior written consent of the Initial Lender (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement

of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by any Indemnified Person unless

(i) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to

such Indemnified Person from all liability on claims that are the subject matter of such Proceeding and (ii) does not include any

statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Person or any injunctive

relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may

cause irreparable harm to such Indemnified Person and the other Indemnified Persons. Notwithstanding anything to the contrary herein,

you shall not be liable for any settlement, compromise or consent to the entry of any judgment in any Proceeding (or expenses related

thereto) effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled,

compromised or consented to with your written consent, or if there is a judgment by a court of competent jurisdiction in any such Proceeding,

you agree to indemnify and hold harmless each Indemnified Person in the manner and to the extent set forth above.

8. Affiliate Activities, Sharing of Information,

Absence of Fiduciary Relationships

The Initial Lender may employ

the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange

with such affiliates information concerning you and the other companies and/or persons that may be the subject of the Transactions, and,

to the extent so employed, such affiliates shall be entitled to the benefits, and be subject to the obligations, of the Initial Lender

hereunder. The Initial Lender shall be responsible for its affiliates’ failure to comply with such obligations under this Commitment

Letter.

You acknowledge that the

Initial Lender and any of its affiliates may be providing debt financing, equity capital or other services (including, without limitation,

financial advisory services) to other persons in respect of which you, the Company or your or their respective affiliates may have conflicting

interests regarding the Transactions and otherwise and that we have no obligation to disclose such interests to you or your affiliates.

Neither the Initial Lender nor any of its affiliates will use confidential information obtained from you, the Company or your or their

respective affiliates by virtue of the Transactions or their other relationships with you in connection with the performance by the Initial

Lender or any of its affiliates of services for other companies, and neither the Initial Lender nor any of its affiliates will furnish

any such information to other companies. You also acknowledge that the Initial Lender and its affiliates have no obligation to use in

connection with the Transactions, or to furnish to you, confidential information obtained from other persons.

You agree that the Initial

Lender and its affiliates will act under this Commitment Letter as independent contractors and that nothing in this Commitment Letter

will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Initial Lender

and its affiliates and you and your respective equity holders or your and their respective affiliates. You acknowledge and agree that

(a) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between

the Initial Lender and, if applicable, its affiliates, on the one hand, and you, on the other, (b) in connection therewith and with

the process leading to such transaction the Initial Lender and, if applicable, its affiliates, is acting solely as a principal and has

not been, is not and will not be acting as an advisor, agent or fiduciary of you, your management, equity holders, creditors, affiliates

or any other person, (c) the Initial Lender and, if applicable, its affiliates, has not assumed an advisory or fiduciary responsibility

or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading

thereto (irrespective of whether the Initial Lender or any of its affiliates has advised or is currently advising you or your affiliates

on other matters (which, for the avoidance of doubt, includes acting as a financial advisor to the Initial Lender or any of its affiliates

in respect of any transaction related hereto)) except the obligations expressly set forth in this Commitment Letter, and (d) you

have consulted your own legal, tax, investment, accounting, regulatory and financial advisors to the extent you deemed appropriate. You

further acknowledge and agree that (i) you are responsible for making your own independent judgment with respect to such transactions

and the process leading thereto, (ii) you are capable of evaluating and understand and accept the terms, risks and conditions of

the transactions contemplated hereby, and the Initial Lender shall have no responsibility or liability to you with respect thereto and

(iii) the Initial Lender is not advising you or your affiliates as to any legal, tax, investment, accounting, regulatory or any

other matters in any jurisdiction, and you are consulting with your own advisors concerning such matters and you are responsible for

making your own independent investigation and appraisal of the transactions contemplated hereby, in each case, to the extent you deem

appropriate. Any review by the Initial Lender or any of its affiliates of the Company, the transactions contemplated hereby or other

matters relating to such transactions will be performed solely for the benefit of the Initial Lender and shall not be on behalf of the

Borrower or the Company. You agree that you will not assert any claim against the Initial Lender and its affiliates based on an alleged

breach of fiduciary duty or any alleged rendering of advisory services of any nature or respect, in each case, by the Initial Lender

and its affiliates in connection with this Commitment Letter and the transactions contemplated hereby, nor will the Initial Lender or

any of its affiliates have any liability or responsibility to you with respect thereto.

9. Confidentiality

This

Commitment Letter is delivered to you on the understanding that none of this Commitment Letter, the Fee Letter, the Original Commitment

Letter, the Original Fee Letter or any of their terms or substance shall be disclosed, directly or indirectly, to any other person except

(a) to your officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors,

in each case, who are materially involved in (or provide advisory, consultative or legal services with respect to) the consideration

of this matter, on a confidential and need-to-know basis and for whom you shall be responsible for any breach by any one of them of this

confidentiality undertaking, (b) if the Initial Lender provides prior written consent to such proposed disclosure, (c) as may

be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to (i) inform us

promptly thereof prior to such disclosure and (ii) use commercially reasonable efforts to ensure that any such information so disclosed

is accorded confidential treatment), (d) to the extent necessary in connection with any litigation relating to the Transactions

or (e) to the Company, the subsidiaries of the Company and the respective officers, directors,

employees, agents, attorneys, accountants, advisors, controlling persons and equity holders of each of the foregoing, on a confidential

and need-to-know basis (provided that, until after the Closing Date, any disclosure of the Fee Letter or its contents or the Original

Fee Letter or its contents to the Company, the subsidiaries of the Company or their respective officers, directors, employees, agents,

attorneys, accountants, advisors, controlling persons and equity holders shall be redacted in a customary manner (as reasonably agreed

by the Initial Lender), including in respect of the amounts, percentages and basis points of compensation set forth therein, unless the

Initial Lender otherwise consents). Officers, directors, employees and agents of the Initial Lender and its affiliates shall at all times

have the right to share amongst themselves information received from you and your affiliates and your officers, directors, employees

and agents. You acknowledge and agree that you will (i) to the extent reasonably practicable, provide the Initial Lender with notice

and a reasonable opportunity to comment, prior to the making of any public filing in which reference is made to the Initial Lender, its

affiliates or the proposal contained herein, and (ii) receive the Initial Lender’s prior written consent (not to be unreasonably

withheld, conditioned or delayed) prior to the releasing of any public announcement in which reference is made to the Initial Lender,

its affiliates or to the proposal contained herein. Your obligations under this paragraph shall terminate on the second anniversary of

the date hereof.

No confidential information

obtained by us or any of our affiliates from you or your representatives and none of this Commitment Letter, the Fee Letter, the Original

Commitment Letter or the Original Fee Letter or any of their terms or substance shall be disclosed, directly or indirectly, by us or

any of our affiliates to any other person without your prior consent except (a) on a confidential “need to know” basis

and solely in connection with the transactions contemplated hereby, to our affiliates and to our and our affiliates’ officers,

directors, agents, attorneys, affiliates, auditors, investors, financing sources and advisors (collectively, “Representatives”)

who are involved in the consideration of this matter and made aware of the confidential nature thereof and have been instructed to keep

information of this type confidential in accordance with customary practices (provided that the Initial Lender shall be responsible

for its Representatives’ compliance with this paragraph), (b) as may be compelled or requested in a judicial or administrative

proceeding or as otherwise required by any law, rule or regulation (in which case we agree to inform you thereof if permitted by

applicable law), (c) to the extent requested or required by any state, federal or foreign authority or examiner regulating banks

or banking, or regulatory or self-regulatory authority having jurisdiction over us or our affiliates, (d) to the extent required

in connection with any litigation or similar proceeding, (e) to the extent any such information becomes publicly available other

than by reason of disclosure by us, or our officers, agents, attorneys, affiliates, auditors, investors, financing sources and advisors

in breach of this Commitment Letter or other confidentiality obligations owed to you or your affiliates, or is independently developed

by us without the use of any confidential information, (e) to the extent applicable and reasonably necessary or advisable, for purposes

of establishing a “due diligence” defense, (f) to the extent that such information is received by the Initial Lender

from a third party that is not to know to the Initial Lender to be subject to confidentiality obligations to you. Our obligations under

this paragraph shall be superseded by the confidentiality provisions of the Loan Documents upon the execution and effectiveness thereof

and otherwise shall automatically terminate on the second anniversary of the date hereof.

For the avoidance of doubt,

nothing in this Commitment Letter prohibits any person from voluntarily disclosing or providing any information to any governmental,

regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such

prohibition on disclosure shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

10. Exclusivity

In consideration of the time

and resources that Colbeck will devote to the Transactions, you agree that you and your subsidiaries and affiliates will, from the Original

Commitment Date until June 30, 2026 (the “Exclusivity Period”), cease any direct or indirect discussion with

any other source of debt financing, equity financing, a derivate or hybrid thereof, or any other financing or capital that could obviate

the need for the Facilities or the contemplated amount thereof (collectively, the “Potential Financing Providers”),

and will not enter into any binding or non-binding agreements of understanding or intent or definitive agreements with other Potential

Financing Providers. If you or any of your subsidiaries or affiliates breaches the obligations described in this paragraph, you and your

subsidiaries and affiliates, jointly and severally, agree to immediately pay to Colbeck, upon demand, a cash amount equal to 3.00% of

the aggregate principal amount of the Facilities. The Exclusivity Period may be extended by mutual written consent (which may be via

email) by the parties hereto.

11. Miscellaneous

This Commitment Letter shall

not be assignable by you without the prior written consent of the Initial Lender (and any purported assignment without such consent shall

be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or

create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or waived except by

an instrument in writing signed by you and the Initial Lender. This Commitment Letter and the Fee Letter set forth the entire understanding

of the parties with respect thereto. The Initial Lender reserves the right to assign all or a portion of its commitments in respect of

the Facilities in connection with its syndication rights set forth herein.

This Commitment Letter may

be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute

one agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of

like import in or relating to this Commitment Letter, the Fee Letter and/or any document to be signed in connection with this Commitment

Letter and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the

keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed

signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures”

means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the

intent to sign, authenticate or accept such contract or record.

This Commitment Letter shall

be governed by, and construed in accordance with, the laws of the State of New York; provided that interpretation of the provisions

of the Acquisition Agreement (including with respect to satisfaction of the conditions contained therein, whether the Acquisition has

been consummated as contemplated by the Acquisition Agreement, any alleged Material Adverse Effect (as defined in the Acquisition Agreement)

and whether the representations and warranties made by Company in the Acquisition Agreement are accurate and whether as a result of any

inaccuracy thereof you (or your applicable affiliate) have the right to terminate your (or its) obligations under the Acquisition Agreement,

or the right not to consummate the Merger, in each case pursuant to the Acquisition Agreement as a result of a breach of such representations

and warranties) and all issues and questions concerning the construction, validity, interpretation and enforceability of the Acquisition

Agreement shall, in each case, be governed by, and interpreted, construed and enforced in accordance with, the internal Laws (as defined

in the Acquisition Agreement) of the State of Delaware, including its statutes of limitations, without giving effect to any choice or

conflict of Laws (as defined in the Acquisition Agreement), rules or provisions (whether of the State of Delaware or any other jurisdiction)

that would result in the application of the Laws (as defined in the Acquisition Agreement) of any jurisdiction other than the State of

Delaware.

EACH PARTY HERETO IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

BROUGHT BY OR ON BEHALF OF ANY PARTY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE TERM SHEET OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND (B) ANY OBJECTION THAT IT MAY NOW

OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LEGAL PROCEEDING IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK.

Each of the parties hereto

hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State

court or Federal court of the United States of America, in each case, sitting in New York County in the State of New York, and any appellate

court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Original

Commitment Letter, the Original Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any

judgment, and agrees that all claims in respect of any such action or proceeding shall only be heard and determined in such New York

State court or, to the extent permitted by law, in such Federal court; provided that suit for the recognition or enforcement of

any judgment obtained in any such New York State or federal court may be brought in any other court of competent jurisdiction, (b) waives,

to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of

any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Original Commitment Letter,

the Original Fee Letter or the transactions contemplated hereby or thereby in any such New York State court or in any such Federal court,

(c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding

in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced

in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service

of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective

service of process for any suit, action or proceeding brought in any such court.

The Initial Lender hereby

notifies you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26,

2001) (the “Patriot Act”) and 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”),

it and its affiliates are required to obtain, verify and record information that identifies the Loan Parties, which information includes

the name, address, tax identification number and other information regarding the Loan Parties that will allow the Initial Lender to identify

the Loan Parties and their respective subsidiaries in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice

is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective for the Initial

Lender and its affiliates. You hereby agree that the Initial Lender shall be permitted to share any and all such information with each

other and with their respective affiliates.

The provisions of this Commitment

Letter, and/or the Fee Letter relating to compensation, limitation of liability, indemnification, settlement, affiliate activities, sharing

of information, absence of fiduciary relationships, confidentiality, exclusivity, electronic signatures, governing law, waiver of jury

trial, service of process and waiver of objection to the laying of venue shall remain in full force and effect regardless of whether

the Loan Documents shall be executed and delivered and notwithstanding the termination of this Commitment Letter and/or the Initial Lender’s

commitment hereunder.

Section headings used

herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting,

this Commitment Letter.

You hereby authorize the

Initial Lender and its affiliates, at their respective sole expense, and upon prior written approval by you (such approval not to be

unreasonably conditioned, delayed or withheld), to include the Borrower’s name and logo in advertising, marketing, tombstones,

case studies and training materials, and to give such other publicity to the Facilities as each may from time to time determine in its

sole discretion. The foregoing authorization shall remain in effect unless the Borrower notifies the Initial Lender in writing that such

authorization is revoked.

If the foregoing correctly

sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter, the Term Sheet and the Fee Letter by

returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 5:00 p.m., New York City time, on

May 2, 2026 (the “Expiration Time”). The Initial Lender’s commitments and agreements herein will expire

at the Expiration Time in the event the Initial Lender has not received in readable form, a complete copy of each of this Commitment

Letter and the Fee Letter countersigned by you and with the date of your countersignature completed by you in accordance with the immediately

preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter at or prior to the Expiration Time,

this Commitment Letter shall terminate at the earliest of (i) after execution of the Acquisition Agreement and prior to the consummation

of the Transactions, the termination of the Acquisition Agreement by you in a signed writing in accordance with its terms (or your written

confirmation or public announcement thereof), (ii) the consummation of the Acquisition without the funding of the Facilities, and

(iii) 11:59 p.m., New York City time, on the Outside Date (as defined in the Acquisition Agreement as of the date hereof, without

giving effect to any extensions thereof) (such earliest time, the “Termination Date”). Upon the occurrence of the

Termination Date, this Commitment Letter and the commitments of the Initial Lender hereunder and the agreement of the Initial Lender

to provide the services described herein shall automatically terminate unless the Initial Lender, in its sole discretion, agrees to an

extension in writing.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

The Initial Lender is pleased

to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,

COLBECK CAPITAL MANAGEMENT, LLC

By:

Name:

Title:

Signature Page to Commitment

Letter

Accepted and agreed to as of

May 1, 2026, by:

GARDA THERAPEUTICS, INC.

By:

Name:

Title:

Signature Page to Commitment

Letter

Exhibit A

Transaction Description

Capitalized terms used but

not otherwise defined herein have the meanings assigned to such terms in the Commitment Letter to which this Exhibit A is

attached or on Exhibits B or C (including the Annexes thereto) attached thereto.

Garda Therapeutics, Inc.,

a Delaware corporation, (“Holdings”) will, indirectly, consummate the Acquisition pursuant to the express terms of

the Acquisition Agreement.

The Borrower will obtain

(i) a senior secured term loan credit facility in an aggregate amount of $80,000,000 (the “Term Loan Facility”)

and (ii) a senior secured delayed draw term loan facility in an aggregate amount of $50,000,000 (the “Delayed Draw Term

Loan Facility” and, together with the Term Loan Facility, the “Facilities”).

Certain members of management

of the Borrower will contribute to the Borrower cash equity in exchange for preferred stock of Holdings in an amount not less than $22,200,000

(the “Equity Contribution”), which proceeds of the Equity Contribution will be contributed to the Borrower.

The Target, or Holdings,

on behalf of the Target, shall make a bona fide written offer (the “Convert Note Offer”) to each holder of its outstanding

Convert Notes (as defined below) to discharge and redeem such Convert Notes at a price equal to par plus accrued and unpaid interest

to the stated maturity date (or such lesser amount as may be accepted by the applicable holder). Any Convert Notes not redeemed on or

prior to the Closing Date (the “Remaining Convert Notes”) may be retained or rolled over, and on the Closing Date,

Holdings shall deposit (or cause to be deposited) into a segregated account an amount equal to the outstanding principal amount of such

Convert Notes plus all accrued and unpaid interest thereon through the stated maturity date of such Convert Notes, to be applied solely

to satisfy and discharge the obligations under the Convert Notes in accordance with their terms (the “Deposit”).

The transactions described

above, and the payment of any fees, premiums, expenses and other transaction costs incurred in connection therewith (including the funding

of any original issue discount and/or upfront fees) (collectively, the “Transaction Costs”), are collectively referred

to as the “Transactions”. For purposes of the Commitment Letter and the Fee Letter, “Closing Date”

shall mean the date of the consummation of the Acquisition, the funding of the Term Loan Facility. For purposes of the Commitment Letter,

the “Convert Notes” shall mean the 6.50% Convertible Senior Notes due 2027, issued pursuant to that certain Indenture,

dated as of August 25, 2022, by and between Assertio Holdings, Inc. and U.S. Bank Trust Company, National Association.

Exhibit B

SENIOR SECURED TERM FACILITIES

Term Sheet

May 1, 2026

This Term Sheet (this “Term

Sheet”) is subject in its entirety to the Amended and Restated Commitment Letter dated of even date herewith to which this

Term Sheet is attached (the “Commitment Letter”). Capitalized terms used but not otherwise defined herein have the

meanings assigned to such terms in the Commitment Letter or on Exhibits A or C (including the Annexes thereto) attached

thereto.

I. Parties

Borrower: Prior to the consummation of the Acquisition,

Audi Merger Sub Inc. (the “Initial Borrower”) and, immediately upon consummation

of the Acquisition, Assertio Holdings, Inc., a Delaware corporation (the “Successor

Borrower”; the Initial Borrower and the Successor Borrower, as applicable, are

referred to herein as the “Borrower”), which will assume the obligations

of the “Borrower”.

Holdings: Garda Therapeutics, Inc., a Delaware

corporation (“Holdings”). Holdings shall own 100% of the equity interests

of the Borrower.

Administrative

Agent and

Collateral

Agent:

Alter Domus (US) LLC or any affiliate thereof (in such capacities,

the “Agent”).

Lenders: The Initial Lender (together with any

party that becomes a lender by assignment as set forth under the heading “Assignments

and Participations”) (collectively, the “Lenders”).

II. Term

Loan Credit Facilities

Type and Amount of Facilities:

(a) A senior secured term loan facility in the aggregate

principal amount of $80,000,000 (the “Term Loan Facility” and, the loans thereunder, the “Initial Term

Loans”); and

(b) A senior secured delayed draw term loan facility (the “Delayed Draw Term Loan

Facility” and, together with the Initial Term Loan Facility, collectively, the “Facilities”) in the

aggregate principal amount of $50,000,000 (the “Delayed Draw Term Loan Commitments” and, the loans thereunder,

the “Delayed Draw Term Loans”; and the Initial Term Loans and the Delayed Draw Term Loans, collectively, the “Term

Loans”).

Availability: (a) The Initial Term Loans

shall be drawn in a single drawing on the Closing Date. Amounts repaid or prepaid with respect

to the Initial Term Loans may not be reborrowed; and

(b) The Delayed Draw Term Loans will be available until the earlier

to occur of the date on which the full amount of the Delayed Draw Term Loan Commitments have been drawn

and the first anniversary of the Closing Date; provided, that the making of the Delayed Draw Term

Loans shall be conditioned upon (a) delivery of a customary borrowing notice at least ten (10) days

prior to the proposed borrowing date, (b) the absence of any material pending or threatened (in writing)

litigation or other material adversarial proceedings, (c) the absence of any material adverse change,

(d) the accuracy of representations and warranties in all material respects (unless subject to a materiality

standard and then, in all respects), (e) no default or event of default at the time of, and after

giving effect to, the making of any Delayed Draw Term Loans and (f) written consent by the Initial

Lender (in its sole discretion); provided, further, that each drawing of Delayed Draw Term

Loans shall be in an amount not less than $2,500,000.

Maturity: (a) The Initial Term Loans shall

mature on the date that is three years from the Closing Date (the “Initial Term

Loan Maturity Date”); and

(b) The Delayed Draw Term Loans shall mature on the date that is three

years from the Closing Date.

Amortization: (a) Commencing on June 30,

2026, the Initial Term Loans will amortize in equal monthly installments of an aggregate

monthly amount equal to 2.08% of the original principal amount of the Initial Term Loans,

with the balance payable on the Initial Term Loan Maturity Date.

(b) Commencing on the later of (x) June 30, 2026 and (y) the

last day of the first month ending after funding of any Delayed Draw Term Loans, the Delayed Draw Term

Loans will amortize in equal monthly installments of an aggregate monthly amount equal to 2.08% of the

original principal amount of the such Delayed Draw Term Loan, with the balance payable on the Initial Term

Loan Maturity Date.

III. Purpose;

Certain Payment Provisions

Purpose: (a) The proceeds of the Initial

Term Loans shall be used to (i) finance the Acquisition, (ii) pay fees and expenses

incurred in connection with the Transactions, (iii) fund the refinancing, (iv) to

finance the Deposit, and (v) fund general corporate purposes.

(b) The proceeds of the Delayed Draw Term Loans shall be used to finance

permitted acquisitions and to pay related fees and expenses.

Fees and Interest

Rates:

As set forth on Annex

Mandatory Prepayments:

The Loan Documents will contain

the following mandatory prepayments:

Excess Cash Flow:

75% of Excess Cash Flow (to be defined in the Loan Documents) of the Borrower and its subsidiaries, commencing with the fiscal quarter

ending on September 30, 2026, which shall be calculated on a quarterly basis and payable within five business days of the delivery

by the Borrower of a compliance certificate in connection with the Borrower’s quarterly unaudited financial statements.

Asset Sales: 100%

of the net cash proceeds of any non-ordinary course asset sale, transfer or other disposition (other than certain permitted asset

sales to be agreed) upon receipt, subject to reinvestment rights to be agreed.

Indebtedness: 100%

of the net cash proceeds from the issuance of any indebtedness that is not permitted under the Loan Documents.

Casualty Events: 100%

of the net cash proceeds from insurance proceeds or condemnation awards received by the Borrower or its subsidiaries, subject to

reinvestment rights to be agreed.

Extraordinary Receipts:

100% of all extraordinary receipts upon receipt of proceeds from Extraordinary Receipts (to be defined in the Loan Documents but

to include, without limitation, tax refunds).

Voluntary Prepayments:

Permitted in whole or in

part, with prior written notice, subject to limitations as to minimum amounts of prepayments and, if applicable, customary indemnification

for breakage costs in the case of prepayment of SOFR Loans other than on the last day of a related interest period.

IV. Collateral and Other Credit Support

Collateral: The Facilities will be secured by

a first priority perfected security interest in all now owned or hereafter acquired assets

of the Loan Parties (including, without limitation, a pledge of 100% of the capital stock

of the Borrower, the capital stock of each Loan Party (other than Holdings) and the capital

stock of each Loan Party’s direct subsidiaries) (the “Collateral”),

other than any Excluded Property (to be defined in the Loan Documents in a manner acceptable

to the Initial Lender).

Guarantees: The Borrower shall unconditionally

guarantee all of the indebtedness, obligations and liabilities of each other Loan Party arising

under or in connection with the Loan Documents. Holdings and each direct or indirect subsidiary

of Holdings (other than the Borrower) (together with Holdings, jointly and severally, each

a “Guarantor” and collectively, the “Guarantors”, the

Guarantors together with the Borrower, jointly and severally, each a “Loan Party”

and collectively, the “Loan Parties”) shall unconditionally guarantee

all of the indebtedness, obligations and liabilities of each other Loan Party arising under

or in connection with the Loan Documents. On the Closing Date, each subsidiary of Holdings

shall be a Guarantor.

V. Certain

Conditions

Initial Conditions:

Subject to the Limited Conditionality Provisions, the only

conditions precedent to the availability and initial funding under the Term Loan Facility on the Closing Date shall be those set

forth in Exhibit C hereto.

As used herein and in the Loan Documents a “material

adverse change” shall mean (a) on the Closing Date, a “Material Adverse Effect”, as defined in the Acquisition

Agreement (as in effect on the date hereof) and (b) at any time after the Closing Date, any event, development or circumstance

that has had or could reasonably be expected to have a material adverse effect on (i) the business, assets, operations or financial

condition of Holdings and its subsidiaries taken as a whole, (ii) the ability of the Loan Parties, taken as a whole, to perform

any of their payment obligations under the Loan Documents, (iii) the Collateral, or the Agent’s liens (on behalf of itself

and the Lenders) on the Collateral or the priority of such liens (in each case, other than to the extent resulting from the action

or inaction of the Agent), or (iv) the rights of or benefits available to the Agent or the Lenders.

VI. Certain

Documentation Matters

Documentation: Subject to the Limited Conditionality

Provisions, the definitive financing documentation for the Facilities (collectively, the

“Loan Documents”) shall contain representations, warranties, covenants,

events of default and other terms customary for financings of this type (it being understood

and agreed that Holdings and the Initial Lender will negotiate in good faith to finalize

the Loan Documents in a timely manner after the acceptance of the Commitment Letter). Counsel

to the Initial Lender shall initially draft the Loan Documents. Additionally, the Loan Documents

shall include an amendment to the Second Amended and Restated Certificate of Incorporation

of Garda Therapeutics, Inc., a Delaware corporation, as agreed to between Holdings and

Colbeck.

Representations and

Warranties:

be mutually agreed, appropriate for this transaction, and acceptable to the Initial Lender,

and to include the following, in each case with customary exceptions, limitations and qualifications

appropriate for this transaction and to be mutually agreed and acceptable to the Initial

Lender: accuracy of historical financial statements; no material adverse change; existence

and standing, authorization and validity; compliance with law, including, without limitation,

anti-corruption laws relating to bribery or corruption (“Anti-Corruption Laws”)

and economic or financial sanctions, trade embargoes or similar restrictions imposed, administered

or enforced from time to time by (a) the U.S. government, including those administered

by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.

Department of State, or (b) the United Nations Security Council, the European Union,

any European Union member state, His Majesty’s Treasury of the United Kingdom or other

relevant sanctions authority (“Sanctions”); corporate power and authority;

enforceability of Loan Documents; governmental approvals; no conflict with law or contractual

obligations; no material litigation; no default; ownership of property; liens; intellectual

property; no burdensome restrictions; taxes; insurance; Federal Reserve regulations; ERISA;

Investment Company Act; capitalization and subsidiaries; environmental matters; labor matters;

accuracy of disclosure; security interest; solvency of the Loan Parties and their subsidiaries

on a consolidated basis; Affected Financial Institutions; plan assets; prohibited transactions;

use of proceeds; Beneficial Ownership Regulations; material agreements; common enterprise;

accounts; Acquisition documents and consummation of the Acquisition in accordance therewith;

health care laws; regulatory compliance.

Affirmative Covenants:

To be mutually agreed, appropriate for this transaction,

and acceptable to the Initial Lender, and to include the following, in each case with customary exceptions, limitations and qualifications

appropriate for this transaction and to be mutually agreed and acceptable to the Initial Lender: delivery of annual audited financial

statements within 90 days after the end of the applicable fiscal year (provided that the first such delivery shall not be

required until 120 days after the end of the applicable fiscal year), quarterly unaudited financial statements within 45 days after

the end of the applicable fiscal quarter (provided that the first three such deliveries shall not be required until 60 days

after the end of the applicable fiscal quarter), monthly unaudited financial statements within 30 days after the end of the applicable

fiscal month (provided that the first three such deliveries shall not be required until 45 days after the end of the applicable

fiscal month); delivery of an annual budget within 60 days following the end of the previous fiscal year, with an updated budget

to be delivered within 60 days of June 30 of the applicable fiscal year; officer’s compliance certificates concurrently

with the delivery of the required annual, quarterly and monthly financial statements (provided that the compliance certificate delivered

with the monthly financial statements shall include, without limitation, certifications that (i) there has been no breach or

violation by any party of that certain License, Development, and Supply Agreement, dated as of October 9, 2014 (as amended,

restated, amended and restated, supplemented or otherwise modified from time to time, the “Hanmi License”) and

(ii) no Loan Party has had any correspondence, or delivered or received any notice, with regard to the Hanmi License that has

not been previously delivered to the Agent); an updated financial performance business forecast, concurrently with the delivery of

the required quarterly financial statements; monthly inventory reports delivered concurrently with the monthly compliance certificate;

payment of taxes; continuation of business and maintenance of existence and material rights and privileges; compliance with laws

and material contractual obligations; maintenance of policies and procedures designed to ensure compliance with Anti-Corruption Laws

and applicable Sanctions; accuracy of information; maintenance of property and insurance; maintenance of books and records; right

of the Agent to inspect property and books and records (subject to limitations on frequency and cost reimbursement); notices of defaults,

material litigation, material healthcare and regulatory events, material events related to the Hanmi License; and other material

events; compliance with environmental laws; compliance with healthcare laws and applicable regulations; use of proceeds, including

in compliance with Anti-Corruption Laws and Sanctions; additional collateral and further assurances; Beneficial Ownership Regulation;

and collateral access agreements and control agreements; and post-closing matters.

Board Observation Rights:

For so long as the Facilities remain outstanding, Colbeck

shall have the right to designate one (1) representative (the “Board Observer”) to attend solely as a non-voting

observer all meetings of the board of directors (or other similar body) (including any committees or subcommittees thereof) of Holdings,

the Borrower and each other Loan Party (collectively, the “Board” and each such meeting, a “Board Meeting”).

The Board Observer shall receive notice of all Board Meetings and receive all board materials and other information furnished to

members of the Board at the same time and in the same manner as such notice or materials are furnished to the members of the Board;

provided, that the Board shall be required to hold Board Meetings at least once per fiscal quarter. The Borrower shall reimburse

the Board Observer for all reasonable and documented out-of-pocket expenses incurred in connection with the Board Observer’s

attendance at any in-person Board Meetings.

Negative Covenants:

To be mutually agreed, appropriate for this transaction, and

acceptable to the Initial Lender, and to include the following, in each case with customary exceptions, limitations and qualifications

appropriate for this transaction, to be mutually agreed and acceptable to the Initial Lender:

· indebtedness

(including guarantee obligations);

· liens;

· fundamental

changes (including mergers, consolidations, liquidations, dissolutions and divisions, changes

in fiscal year and changes in line of business);

· restricted

payments (including dividends and other payments in respect of equity interests);

· investments

(including acquisitions);

· loans

and advances;

· dispositions

of assets;

· sale

and leaseback transactions;

· swap

agreements;

· optional

payments and modifications of subordinated and other debt instruments (including payment

of earn-outs);

· transactions

with affiliates;

· negative

pledge clauses;

· in

the case of Holdings, holding company activities;

· change

in line of business and fiscal year; and

· amendment

of material documents.

The Loan Documents shall not permit

the creation or existence of any unrestricted subsidiaries, the investment of any assets (including cash) in any non-Loan Parties, or

the right of any non-Loan Party to incur or permit to exist any indebtedness. The Loan Documents also shall contain other customary liability

management protections acceptable to the Initial Lender.

Financial Covenants:

To be mutually agreed, appropriate for this transaction, and

acceptable to the Initial Lender, and to include the following:

· A

Minimum Fixed Charge Coverage Ratio (to be defined in the Loan Documents) set at 2.00:1.00,

tested monthly, commencing on December 31, 2026.

· A

Minimum Liquidity (to be defined in the Loan Documents) amount at all times equal to (i) for

the period from the Closing Date to and including the first anniversary of the Closing Date,

$12,500,000 and (ii) at all times thereafter, $15,000,000, tested on the amount of unrestricted

cash and cash equivalents of the Loan Parties that is subject to a control agreement (minus

the aggregate amount of trade payables more than 30 days overdue).

· A

Minimum Monthly EBITDA (to be defined in the Loan Documents) set at the amounts set forth

in the table on Annex II hereto for the applicable fiscal month, tested monthly, commencing

with the fiscal month ended June 30, 2026.

· A

Minimum Rolvedon Inventory On Hand (to be defined in the Loan Documents) set at the amounts

set forth in the table on Annex II hereto for the applicable fiscal month, tested

monthly, commencing with the fiscal month ended June 30, 2026.

Events

of Default:

To be mutually agreed, appropriate for this transaction, and

to be mutually agreed and acceptable to the Initial Lender, and to include the following, in each case with customary exceptions,

limitations and qualifications appropriate for this transaction and to be mutually agreed and acceptable to the Initial Lender: nonpayment

of principal when due; nonpayment of interest, fees or other amounts after three business days; representations and warranties are

incorrect in any material respect; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period

of 20 days after a responsible officer having knowledge of such default); cross-default to occurrence of a default (whether or not

resulting in acceleration) under any other agreement governing indebtedness of any Loan Party or any subsidiary thereof; bankruptcy

events; certain ERISA events; material judgments; default under any Loan Document beyond any applicable notice, cure or grace period;

any of the Loan Documents shall cease to be in full force and effect (other than in accordance with its terms) or any Loan Party

shall so assert in writing; any security interests created by the security documents shall cease to be enforceable and of the same

priority purported to be created thereby (in each case, other than to the extent permitted thereunder or resulting from the action

or inaction of the Agent); a change of control (the definition of which is to be agreed); violation of health care laws; a breach

or termination of the Hanmi License.

Voting: Amendments, waivers and consents with

respect to the Loan Documents shall require the approval of Lenders holding not less than

a majority of the amount of Term Loans and Delayed Draw Term Loan Commitments outstanding

(the “Required Lenders”) (it being understood that, so long as the Origination

Agent (or any of its affiliates or approved funds) is a Lender, the determination of the

Required Lenders shall include the Origination Agent), except that (a) the consent of

each Lender affected thereby shall be required to (i) reduce the amount or extend the

scheduled date of final maturity of any loan or reduce the amount or extend the payment date

for, any required mandatory payments or amortization payments, (ii) reduce the rate

of interest or any fee or extend any due date thereof, (iii) increase the amount or

extend the expiry date of any Lender’s commitment and (iv) the subordination of

the liens on the Collateral to the liens on such Collateral securing any other indebtedness

or the subordination of the right of payment of the obligations to the right of payment of

any other indebtedness, and (b) the consent of each Lender shall be required to (i) modify

the pro rata sharing requirements of the Loan Documents or the payment waterfall, (ii) permit

any Loan Party to assign its rights under the Loan Documents, (iii) modify any of the

voting percentages, (iv) release any Guarantor, except as otherwise permitted in the

Loan Documents, or (v) release all or substantially all of the Collateral.

Assignments

and Participations:

The Lenders shall

be permitted to assign all or a portion of their loans and commitments with the consent, not to be unreasonably withheld, of the

Agent and the Initial Lender. The Lenders shall also be permitted to sell participations in their loans. Participants shall have

the same benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall

be limited to those matters with respect to which the affirmative vote of the Lender from which it purchased its participation would

be required. Pledges of loans in accordance with applicable law shall be permitted without restriction. Each Lender may disclose

information to prospective participants and assignees.

Yield Protection:

Usual and customary for facilities

of this type and appropriate for this transaction.

Limitation

of Liability,

Expenses and Indemnity:

Usual and customary for facilities

of this type and appropriate for this transaction.

Governing

Law:

Except as set forth in the

Commitment Letter, this Term Sheet and the Commitment Letter and Fee Letter are, and the Loan Documents will be, governed by the

internal laws of the State of New York.

Counsel

to the Initial Lender:

Ropes & Gray LLP

Annex I

Interest and Certain Fees

Interest

Rate:

Adjusted Term SOFR Rate (such

loans herein referred to as “SOFR Loans”) plus the Applicable Margin.

As used herein:

“Adjusted Term SOFR

Rate” means the Term SOFR Rate for the applicable interest period; provided, that if the Adjusted Term SOFR Rate

as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of calculating

such rate.

“Applicable Margin”

means 9.00% per annum.

“CME Term SOFR Administrator”

means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (as defined below) (or a successor

administrator).

“Floor”

means 3.00% per annum.

“Term SOFR Rate”

means the rate per annum published by the CME Term SOFR Administrator for a one month tenor and identified by the Agent as the forward-looking

term rate based on SOFR (the “Term SOFR Reference Rate”) at approximately 5:00 a.m., Chicago time, two (2) U.S.

Government Securities Business Days prior to the first calendar day of such month, as such rate is published by the CME Term SOFR

Administrator.

“U.S. Government

Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which

the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for

the entire day for purposes of trading in United States government securities.

Interest

Payment Dates:

Interest shall be payable

on the first business day of each month, upon any prepayment and at final maturity.

Default

Rate:

Upon the occurrence and during

the continuation of an event of default, the applicable interest rate will be increased by 3.00% per annum. Overdue interest, fees

and other amounts shall bear interest at 3.00% above the Adjusted Term SOFR Rate.

Rate

and Fee Basis:

All per annum rates shall

be calculated on the basis of a year of 360 days for actual days elapsed.

Annex II

Month

Minimum Monthly EBITDA

Minimum Rolvedon Inventory on Hand

Jun-26

$15,042,810

50,143

Jul-26

$4,794,761

51,915

Aug-26

$5,103,706

53,511

Sep-26

$7,494,327

55,126

Oct-26

$5,390,851

56,424

Nov-26

$5,686,786

57,542

Dec-26

$7,994,302

58,689

Jan-27

$5,943,325

59,317

Feb-27

$5,963,914

59,947

Mar-27

$7,992,910

60,742

Apr-27

$5,614,052

61,085

May-27

$5,633,699

61,925

Jun-27

$7,585,865

63,341

Jul-27

$5,037,715

65,639

Aug-27

$5,056,357

68,995

Sep-27

$6,920,034

73,661

Oct-27

$4,624,950

87,346

Nov-27

$4,642,501

101,015

Dec-27

$6,406,477

119,785

Jan-28

$3,889,095

113,429

Feb-28

$4,406,133

106,562

Mar-28

$6,473,560

97,624

Apr-28

$5,185,411

89,104

May-28

$6,154,276

79,510

Jun-28

$9,519,139

67,058

Jul-28

$14,612,981

64,998

Aug-28

$14,612,981

62,939

Sep-28

$20,314,534

59,591

Oct-28

$8,403,503

77,649

Nov-28

$8,403,503

95,707

Dec-28

$8,403,503

117,377

Jan-29

$8,403,503

135,435

Feb-29

$8,403,503

153,493

Mar-29

$8,403,503

180,580

Apr-29

$8,403,503

162,522

May-29

$8,403,503

144,464

Exhibit C

Conditions Precedent

The availability and the

funding of the Facilities on the Closing Date shall be subject to the satisfaction (or waiver by the Initial Lender) of solely the following

conditions (subject in each case to the Limited Conditionality Provisions). Capitalized terms used but not otherwise defined herein have

the meanings assigned to such terms in the Commitment Letter to which this Exhibit C is attached or on Exhibits A

or B (including the Annexes thereto) attached thereto.

1. The Loan Documents shall have been executed

and delivered by each of the Loan Parties party thereto, and the Agent shall have received:

(a) (i) customary evidence of authority,

(ii) customary secretary’s (including customary attachments thereto) and officer’s

certificates, (iii) good standing certificates (to the extent applicable) in the respective

jurisdictions of organization of the Loan Parties, (iv) a customary borrowing request

at least three (3) business days prior to the Closing Date, (v) customary legal

opinions and (vi) customary insurance certificates; and

(b) a certificate of the chief financial officer

(or other officer with reasonably equivalent responsibilities) of Holdings in the form attached

as Annex I hereto, certifying that the Loan Parties and their subsidiaries, on

a consolidated basis, after giving effect to the Transactions, are solvent.

2. The Specified Acquisition Agreement Representations

shall be true and correct in all material respects on the Closing Date (unless such Specified

Acquisition Agreement Representations relate to an earlier date, in which case, such Specified

Acquisition Agreement Representations shall have been true and correct in all material respects

as of such earlier date, provided, that the foregoing materiality qualifier shall

not be applicable to any representations qualified or modified by materiality).

3. The Specified Representations shall be true

and correct in all material respects on the Closing Date (unless such Specified Representations

relate to an earlier date, in which case, such Specified Representations and Specified Acquisition

Agreement Representations shall have been true and correct in all material respects as of

such earlier date, provided, that the foregoing materiality qualifier shall not be

applicable to any representations qualified or modified by materiality).

4. Substantially concurrently with the initial

funding under the Facilities, the Equity Contribution shall be consummated.

5. Substantially concurrently with the initial

funding under the Facilities, the Acquisition shall be consummated in all material respects

in accordance with the terms of the Acquisition Agreement, but without giving effect to any

amendments, waivers or consents that are materially adverse to the interests of the Initial

Lender in its capacity as such, without the prior written consent of Initial Lender (such

consent not to be unreasonably withheld, delayed or conditioned) (it being understood that

any amendment or modification of the definition of “Material Adverse Effect”

shall be deemed to be materially adverse to the interests of the Initial Lenders).

6. Since the date of the Acquisition Agreement,

there has not occurred any Material Adverse Effect (as defined Acquisition Agreement as in

effect on the date hereof).

7. All Convert Notes validly tendered pursuant

to the Convert Note Offer shall have been, or substantially concurrently with the initial

funding under the Facilities will be, redeemed in full and cancelled by the Target and that

the Deposit, if any, shall have been made substantially concurrently with the Closing Date.

8. Subject to the Limited Conditionality Provisions,

all documents and instruments necessary to establish that the Agent will have perfected security

interests (subject only to liens permitted under the relevant Loan Documents) in the Collateral

under the Facilities shall have been executed (to the extent applicable) and delivered to

the Agent and, if applicable, be in proper form for filing.

9. All (a) fees required to be paid on the

Closing Date pursuant to the Fee Letter and (b) expenses required to be paid on the

Closing Date pursuant to the Commitment Letter (in the case of this clause (b), for

which invoices have been presented prior the Closing Date), in each case shall be paid by

the Borrower substantially concurrently with the initial funding under the Facilities.

10. The Agent shall have received, at least five

(5) business days prior to the Closing Date, all documentation and other information

required by regulatory authorities with respect to the Loan Parties and their senior management

and key principals under applicable “know your customer” and anti-money laundering

rules and regulations, including, without limitation, the Patriot Act (including, to

the extent applicable, a certificate regarding beneficial ownership required by 31 C.F.R.

§1010.230), in each case, that has been reasonably requested by the Initial Lender at

least ten (10) business days in advance of the Closing Date.

11. On the Closing Date and after giving effect

to the Transactions, the Borrower and its subsidiaries shall have no indebtedness for borrowed

money outstanding other than the Facilities and the Remaining Convert Notes.

Annex

I to Exhibit C

Form of

SOLVENCY CERTIFICATE

[●], 2026

I, the undersigned, a Financial

Officer of Garda Therapeutics, Inc., a Delaware corporation, solely in such capacity and not in an individual capacity and without

any personal liability, hereby certify on behalf of the Loan Parties as follows:

1.            This

certificate is furnished pursuant to Section [●] of that certain Credit Agreement (the “Credit Agreement”),

dated as of [●], 2026, by and among Holdings, Borrower, the other Loan Parties party thereto, the Lenders party thereto and Alter

Domus (US) LLC, as Administrative Agent. Capitalized terms that are defined in the Credit Agreement and not otherwise defined in this

certificate shall have the meaning set forth therein.

2.            Immediately

after the consummation of the Transactions to occur on the Closing Date, (i) the fair value of the assets of the Loan Parties, on

a consolidated basis, at a fair valuation (on a going concern basis), will exceed their debts and liabilities (including contingent liabilities

that would be recorded in accordance with GAAP); (ii) the present fair saleable value of the property of the Loan Parties, on a

consolidated basis (on a going concern basis), will be greater than the amount that will be required to pay the probable liability of

their debts and other liabilities (including contingent liabilities that would be recorded in accordance with GAAP), as such debts and

other liabilities become absolute and matured; (iii) the Loan Parties, on a consolidated basis, will be able to pay their debts

and liabilities (including contingent liabilities that would be recorded in accordance with GAAP), as such debts and liabilities become

absolute and matured; and (iv) the Loan Parties, on a consolidated basis, will not have unreasonably small capital with which to

conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Closing Date.

3.            No

Loan Party intends to, or will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond

its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such

Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

[signature page follows]

In witness whereof, I have hereunto set my

hand as of the day and year first above written.

Garda Therapeutics, Inc.

By:

Name:

Title:

Execution Version

Privileged and Confidential

EXHIBIT G

LIMITED GUARANTEE

Limited Guarantee, dated

as of May 1, 2026 (this “Limited Guarantee”), by Garda Therapeutics, Inc. (the “Parent”

and, solely for the purposes of this Limited Guarantee, the “Guarantor”), in favor of Assertio Holdings, Inc.,

a Delaware corporation (the “Guaranteed Party”).

1.            GUARANTEE.

To induce the Guaranteed Party to enter into the Amended and Restated Agreement and Plan of Merger, dated as of May 1, 2026 (as

amended, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used herein

but not defined shall have the respective meanings ascribed thereto in the Merger Agreement), among Guarantor, Audi Merger Sub, Inc.,

a Delaware corporation and wholly-owned subsidiary of Guarantor (“Purchaser”), and the Guaranteed Party, the Guarantor

hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and conditions set forth herein,

the due and punctual payment of: (a) the Parent Termination Fee payable pursuant to Section 8.3(c) of the Merger Agreement;

and (b) any amounts payable by Parent pursuant to Section 6.16 of the Merger Agreement in respect of the reimbursement of costs

and expenses or indemnification obligations relating to the Debt Financing to which the Guaranteed Party may be entitled, if and when

due, to the extent such amount is required to be paid (the “Obligation”). The maximum aggregate liability of the Guarantor

in respect of the Obligation shall not exceed the sum of (a) the Parent Termination Fee payable pursuant to Section 8.3(c) of

the Merger Agreement and (b) any amounts payable by Parent pursuant to Section 6.16 of the Merger Agreement in respect of reimbursement

of costs and expenses or indemnification obligations relating to the Debt Financing (the “Cap”), and the Guaranteed

Party hereby agrees that the Guarantor shall in no event be required to pay the Guaranteed Party more than the Cap in respect of the

Obligation and that this Limited Guarantee may not be enforced without giving effect to the Cap. It is acknowledged and agreed that this

Limited Guarantee will expire and will have no further force or effect, and the Guaranteed Party will have no rights hereunder, in the

event that the Closing occurs.

2.            NATURE

OF GUARANTEE. The Guaranteed Party shall not be obligated to file any claim relating to the Obligation in the event that Parent or

Purchaser becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall

not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligation

is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the

Obligation (subject to the Cap) as if such payment had not been made. This is an unconditional guarantee of payment and not of collection.

The Guarantor reserves the right to assert defenses which Parent or Purchaser may have to payment of the Obligation that arise under

the terms of the Merger Agreement.

3.            CHANGES

IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice

to or further consent of the Guarantor, extend the time of payment of the Obligation, and may also make any agreement with Parent, Purchaser

or any Person liable with respect to the Obligation for the extension, renewal, payment, compromise, discharge or release thereof, in

whole or in part, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor

agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected

by (a) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Purchaser

or any other Person liable with respect to the Obligation; (b) any change in the time, place or manner of payment of the Obligation

or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger

Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with

the Obligation (so long as such changes do not have the effect of increasing the Cap); (c) any change in the corporate existence,

structure or ownership of Parent, Purchaser or any other Person liable with respect to the Obligation; (d) any insolvency, bankruptcy,

reorganization or other similar proceeding affecting Parent, Purchaser or any other Person liable with respect to the Obligation; (e) the

existence of any right of set-off which the Guarantor may have at any time against Parent, Purchaser or the Guaranteed Party, whether

in connection with the Obligation or otherwise; or (f) the adequacy of any other means the Guaranteed Party may have of obtaining

payment of the Obligation. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses

arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness,

diligence, notice of the acceptance of this Limited Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance,

default, dishonor and protest, notice of the incurrence of the Obligation and all other notices of any kind (except for notices to be

provided to Parent and Gibson Dunn & Crutcher LLP in accordance with Section 9.4 of the Merger Agreement), all defenses

which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to

require the marshalling of assets of Parent, Purchaser or any other Person liable with respect to the Obligation, and all suretyship

defenses generally (other than fraud and willful misconduct by the Guaranteed Party or any of its Affiliates, any defenses to the payment

of the Obligation that are available to Parent or Purchaser under the Merger Agreement or breach by the Guaranteed Party of this Limited

Guarantee, each of which are retained by the Guarantor). The Guarantor acknowledges that it will receive substantial direct and indirect

benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly

made in contemplation of such benefits.

The Guarantor hereby unconditionally

and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent, Purchaser or

any other Person liable with respect to the Obligation in the transactions contemplated by the Merger Agreement that arise from the existence,

payment, performance, or enforcement of the Guarantor’s obligation under or in respect of this Limited Guarantee or any other agreement

in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification

and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Purchaser or such other Person, whether or

not such claim, remedy or right arises at law or equity or under contract, statute or common law, including, without limitation, the

right to take or receive from Parent, Purchaser or such other Person, directly or indirectly, in cash or other property or by set-off

or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligation and all other

amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation

of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligation and all other amounts payable

under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated

from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so

received (with any necessary endorsement or assignment) to be credited and applied to the Obligation and all other amounts payable under

this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral

for the Obligation or other amounts payable under this Limited Guarantee thereafter arising.

4.            NO

WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy

or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right,

remedy or power hereunder or under the Merger Agreement or otherwise preclude any other or future exercise of any right, remedy or power

hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party shall be cumulative and not exclusive of any

other, and may be exercised by the Guaranteed Party at any time or from time to time.

5.            REPRESENTATIONS

AND WARRANTIES. The Guarantor hereby represents and warrants that:

(a)            the

execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action and do not contravene

any provision of the Guarantor’s charter, partnership agreement, operating agreement or similar organizational documents or any

law, rule, regulation, order, judgment, injunction or decree (collectively, “Law”) binding on the Guarantor or its assets;

(b)            all

consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due

execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof

have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority or regulatory body

is required in connection with the execution, delivery or performance of this Limited Guarantee;

Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance

with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other

similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding

in equity or at law); and

(d)            the

Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the

Guarantor to fulfill its Obligation under this Limited Guarantee shall be available to the Guarantor for so long as this Limited Guarantee

shall remain in effect in accordance with Section 8 hereof.

6.            NO

ASSIGNMENT. Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations hereunder to any other

Person (except by operation of law) without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor)

or the Guarantor (in the case of an assignment by the Guaranteed Party); provided, that the Guarantor may assign all or a portion

of its obligations hereunder to an Affiliate of the Guarantor; provided, further, that no such assignment shall relieve

the Guarantor of any liability or obligation hereunder except to the extent actually performed or satisfied by the assignee.

7.            NOTICES.

All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if

delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on

the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on

the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail,

return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to

such other instructions as may be designated in writing by the party to receive such notice:

(i)            if

to the Guaranteed Party, to it at:

Assertio Holdings, Inc.

100 S. Saunders Rd., Suite 300

Lake Forest, IL 60045

Attention: Legal Department

E-mail: Legal@assertiotx.com

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

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111-3715

Attention: Ryan Murr, Branden Berns, Evan D’Amico

E-mail: rmurr@gibsondunn.com; bberns@gibsondunn.com; edamico@gibsondunn.com

(ii)            if

to Guarantor, to it at:

Garda Therapeutics, Inc.

86 Hawk Ridge Drive

Las Vegas, NV 89135

Attention: Brett Lund

E-mail: blund@gardatherapeutics.com

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

Paul Hastings LLP

4655 Executive Drive, Suite 350

San Diego, CA 92121-3100

Attention: Deyan P. Spiridonov

E-mail: spiri@paulhastings.com

8.            CONTINUING

GUARANTEE. Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall

be binding on the Guarantor, its successors and assigns until the Obligation is satisfied in full. Notwithstanding the foregoing, this

Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest

of (a) the Effective Time, (b) the receipt by the Guaranteed Party of the Obligation, (c) the termination of the Merger

Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which Parent or Purchaser would not

be obligated to pay the Parent Termination Fee or (d) the twelve month anniversary of the termination of the Merger Agreement in

accordance with its terms under circumstances in which Parent or Purchaser would be obligated to pay the Parent Termination Fee (unless,

in the case of clause (d), the Guaranteed Party shall previously have commenced an Action against the Guarantor under and pursuant to

this Limited Guarantee, in which case this Limited Guarantee shall survive until such claim is finally settled or otherwise resolved

either in a final judicial determination or by agreement of the parties in which case this Guarantee shall terminate upon the final,

non-appealable resolution of such Action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed

by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of

its Affiliates asserts in any Action (i) that the provisions of Section 1 hereof limiting the Guarantor’s liability to

the Cap or that the provisions of this Section 8 or Sections 9 or 10 hereof are illegal, invalid or unenforceable in whole or in

part, (ii) that the Guarantor is liable in respect of the Obligation in excess of or to a greater extent than the Cap or (iii) any

theory of liability against any Non-Recourse Party (as defined in Section 9) or, other than its rights in respect of Retained Claims

(as hereinafter defined, and to the extent permitted under this Limited Guarantee), against the Guarantor, Parent or Purchaser, then

such provisions shall be enforced to the fullest extent permitted by applicable law and the remaining provisions of this Limited Guarantee

shall remain valid and enforceable. For purposes of this Limited Guarantee, “Retained Claims” shall mean (A) claims

against the Guarantor pursuant to, in accordance with and subject to the terms and conditions of this Limited Guarantee; (B) claims

against Parent and/or Purchaser pursuant to, in accordance with and subject to the terms and conditions of the Merger Agreement; (C) to

the extent the Company is entitled to enforce its third party beneficiary rights pursuant to the Equity Commitment Letter, claims by

the Company against Parent, Purchaser or the other parties thereto in accordance therewith and (D) claims under the Confidentiality

Agreement, solely against the parties thereto.

9.            LIMITED

RECOURSE.

(a)            The

Guaranteed Party acknowledges that the sole assets of Purchaser are cash in a de minimis amount and its rights under the Merger

Agreement, and that no additional funds are expected to be contributed to Purchaser unless and until the Closing occurs. Notwithstanding

anything that may be expressed or implied in this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement or any document

or instrument delivered contemporaneously herewith or therewith, the Guaranteed Party, by its acceptance of the benefits hereof, covenants,

agrees and acknowledges that (i) no Person other than the Guarantor shall have any obligation (whether of an equitable, contractual,

tort, statutory or other nature) hereunder, (ii) it shall have no rights of recovery against, and no recourse hereunder or under

any documents or instruments delivered in connection herewith shall be had against, former, current and future directors, officers, employees

and Affiliates of the Guarantor, Parent or Purchaser, but excluding the Guarantor, Parent and Purchaser (the “Non-Recourse Parties”),

or, other than in respect of the Retained Claims, against the Guarantor, Parent or Purchaser, whether by or through attempted piercing

of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Purchaser against

the Guarantor or any Non-Recourse Party (including a claim to enforce the Equity Commitment Letter), by the enforcement of any assessment

or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise and (iii) no

personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party as such for any obligations

of the Guarantor under this Limited Guarantee or any documents or instruments delivered in connection herewith or in respect of any oral

representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in

tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation. The Guaranteed Party’s

rights under the Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and its Affiliates, Representatives and

stockholders against the Guarantor, Parent, Purchaser or any Non-Recourse Party in respect of any liabilities or obligations arising

under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated

hereby or thereby, including by piercing of the corporate veil or by a claim by or on behalf of Parent.

(b)            The

Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates and

Representatives not to institute, any proceeding or bring any claim arising out of or in connection with this Limited Guarantee, the

Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby against any Non-Recourse Party.

any provision of this Section 9, in the event the Guarantor (i) consolidates with or merges with any other Person and is not

the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of

its properties and other assets to any Person such that the Guarantor’s remaining net assets are less than the unpaid portion of

the Obligation, then, and in each case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment

or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, against such continuing or surviving

entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid

Obligation and only if such recourse would have been specifically permitted against the Guarantor hereunder. As used herein, unless otherwise

specified, the term Guarantor shall include the Guarantor’s Successor Entity.

Guaranteed Party acknowledges that the Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth

in this Section 9. This Section 9 shall survive termination of this Limited Guarantee.

10.            RELEASE.

By its acceptance of this Limited Guarantee, to the maximum extent permitted by applicable law, the Guaranteed Party, on its own behalf

and, on behalf of its Affiliates, and its and their respective Representatives and securityholders (collectively, the “Releasing

Persons”) hereby waives each and every right of recovery against the Guarantor, Parent, Purchaser and each Non-Recourse Party

under or in connection with or related to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or the transactions

contemplated hereby or thereby or otherwise relating thereto and releases the Guarantor, Parent, Purchaser and each Non-Recourse Party

from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with this Limited Guarantee, the

Merger Agreement, the Equity Commitment Letter or any transaction contemplated hereby or thereby or otherwise relating thereto, whether

by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf

of Purchaser against the Guarantor, Parent, Purchaser or any Non-Recourse Party, or otherwise under any theory of law or equity, other

than, in the case of the Guarantor, Parent or Purchaser, in respect of the Retained Claims (the “Released Claims”).

Without otherwise limiting the generality of the foregoing or any rights or remedies available to the Guarantor, Parent, Purchaser or

any Non-Recourse Party, the Guaranteed Party agrees that this Section 10 shall serve as a complete defense to any Released Claim

against the Guarantor, Parent, Purchaser or any Non-Recourse Party and that any Non-Recourse Party may rely as a third party beneficiary

on the waivers and releases of the Releasing Persons under this Section 10.

11.            GOVERNING

LAW. This Limited Guarantee and any claims or causes of action arising out of or relating to this Limited Guarantee, the negotiation,

execution or performance of this Limited Guarantee or the transactions contemplated hereby (whether in contract, in tort, under statute

or otherwise) shall be governed by, and interpreted, construed and enforced in accordance with, the internal Laws of the State of Delaware,

including its statutes of limitations, without giving effect to any choice or conflict of Laws rules or provisions (whether of the

State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State

of Delaware.

12.            SUBMISSION

TO JURISDICTION. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited

Guarantee brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court

of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware,

then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state

court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its

property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Limited Guarantee

and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto

except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment,

decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided

herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each

of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim

or otherwise, in any action or proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated hereby,

(a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason,

(b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such

courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment

or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the

venue of such suit, action or proceeding is improper or (iii) this Limited Guarantee, or the subject matter hereof, may not be enforced

in or by such courts.

13.            WAIVER

OF JURY TRIAL. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.            NO

THIRD PARTY BENEFICIARIES. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give

to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against

any Person including the Guarantor, except as expressly set forth herein; provided that each Non-Recourse Party is an intended

third-party beneficiary of, and shall be entitled to enforce, those provisions set forth herein that are expressly for the benefit of

any Non-Recourse Party, and all such provisions shall indefinitely survive any termination of this Limited Guarantee.

15.            COUNTERPARTS.

This Limited Guarantee may be executed in counterparts, all of which shall be considered one and the same instrument and shall become

effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

16.            CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions

contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document,

except with the prior written consent of the Guarantor. Notwithstanding the foregoing, and without prejudice to any other provision of

this Limited Guarantee, this Limited Guarantee may be (a) provided by the Guarantor to any of its Affiliates, (b) provided

to the advisors of the Guaranteed Party, together with the advisors of Parent, provided each such party agrees to treat this Limited

Guarantee as confidential, (c) referred to in the Merger Agreement and (d) disclosed as may be required by law, rule or

regulation of any Governmental Authority, regulatory agency, court or national stock exchange (provided that, to the extent practicable,

the Guaranteed Party will provide the Guarantor an opportunity to review any such required disclosure in advance of such disclosure being

made).

17.            NO

PRESUMPTION AGAINST DRAFTING PARTY. Each of the parties hereto acknowledges that it has been represented by counsel in connection

with this Limited Guarantee and the transactions contemplated by this Limited Guarantee. Accordingly, any rule of law or any legal

decision that would require interpretation of any claimed ambiguities in this Limited Guarantee against the drafting party has no application

and is expressly waived.

[The remainder of this page is intentionally

left blank.]

IN WITNESS WHEREOF, each

of the Guarantor and the Guaranteed Party have caused this Limited Guarantee to be executed as of the date first written above by its

officer thereunto duly authorized.

GARDA THERAPEUTICS, INC.

By:

Name: Brett K.E. Lund

Title: President and Chief Legal Officer

Accepted and Agreed to:

ASSERTIO HOLDINGS, INC.

By:

Name:

Title:

Signature

Page to Limited Guarantee

Execution Version

Privileged and Confidential

LIMITED GUARANTEE

Limited Guarantee, dated

as of May 1, 2026 (this “Limited Guarantee”), by Joseph M. Limber (the “Guarantor”), in favor

of Assertio Holdings, Inc., a Delaware corporation (the “Guaranteed Party”).

1.            GUARANTEE.

To induce the Guaranteed Party to enter into the Amended and Restated Agreement and Plan of Merger, dated as of May 1, 2026 (as

amended, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used herein

but not defined shall have the respective meanings ascribed thereto in the Merger Agreement), among Garda Therapeutics, Inc. (“Parent”),

Audi Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Guarantor (“Purchaser”), and the

Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and

conditions set forth herein, the due and punctual payment of the Obligations (as defined therein) of Parent under that certain Limited

Guarantee, dated as of the date hereof, by Parent, in favor of the Guaranteed Party (the “Other Limited Guarantee”),

including (a) the Parent Termination Fee payable pursuant to Section 8.3(c) of the Merger Agreement; and (b) any

amounts payable by Parent pursuant to Section 6.16 of the Merger Agreement in respect of the reimbursement of costs and expenses

or indemnification obligations relating to the Debt Financing to which the Guaranteed Party may be entitled, if and when due, to the

extent such amount is required to be paid (the “Obligation”). The maximum aggregate liability of the Guarantor in

respect of the Obligation shall not exceed the sum of (a) the Parent Termination Fee payable pursuant to Section 8.3(c) of