Common use of Forward-Looking Statements Clause in Contracts

Forward-Looking Statements. Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties that could cause our future results, performance or achievements to differ significantly from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this release.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contains forward-looking statements within as defined in the meaning of The Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements involve substantial are statements that are not historical facts. These statements include product development, product potential projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans” and similar expressions. Although sanofi-aventis’ management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of sanofi-aventis, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, the uncertainties inherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities, such as the FDA or the EMEA, regarding whether and when to approve any drug, device or biological application that may be filed for any such product candidates as well as their decisions regarding labelling and other matters that could cause our future results, performance or achievements to differ significantly from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, affect the availability or commercial potential of our product such products candidates, the absence of guarantee that the products candidates if approved will be commercially successful, the future approval and other factors commercial success of therapeutic alternatives as well as those discussed or identified in the "public filings with the SEC and the AMF made by sanofi-aventis, including those listed under “Risk Factors" section of ” and “Cautionary Statement Regarding Forward-Looking Statements” in sanofi-aventis’ annual report on Form 20-F for the final prospectus for our initial public offeringyear ended December 31, which is on file with the Securities and Exchange Commission2008. In additionOther than as required by applicable law, the sanofi-aventis does not undertake any obligation to update or revise any forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaseinformation or statements.

Forward-Looking Statements. Any This Agreement and the exhibits annexed hereto contain certain forward looking information within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements in this press release about relate to future expectations, plans and prospects for the Companyevents or future predictions, including statements about events or predictions relating to our future financial performance, and are generally identifiable by use of the receipt use of a milestone payment from Rocheforward-looking terminology such as “believes”, “expects”, “may”, “will”, “should”, “plan”, “intend”, or “anticipates” or the development negative thereof or other variations thereon or comparable terminology, or by discussion of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute strategy that involve risks an uncertainties. Management wishes to caution each Subscriber that these forward-looking statements within and other statements contained herein regarding matters that are not historical facts, are only predictions and estimates regarding future events and circumstances and involve known and unknown risks, uncertainties and other factors, including the meaning risks described under “Risk Factors” that may cause the Company’s or its industry’s actual results, levels of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties that could cause our future resultsactivity, performance or achievements to differ significantly be materially different from those any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. This information is based on various assumptions by the management which may not prove to be correct. In addition to the risks described in Risk Factors, important factors to consider and evaluate in such forward-looking statements include: (i) changes in the external competitive market factors which might impact the Company’s results of operations; (ii) unanticipated working capital or other cash requirements including those created by the failure of the Company to adequately anticipate the costs associated with clinical trials, manufacturing and other critical activities; (iii) changes in the Company’s business strategy or an inability to execute its strategy due to the occurrence of unanticipated events; (iv) the inability or failure of the Company’s management to devote sufficient time and energy to the Company’s business; and (v) the failure of the Company to complete any or all of the transactions described herein on the terms currently contemplated. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained or incorporated by reference in this Agreement will in fact transpire. All of these assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of our Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, there can be no assurance that actual results will meet expectations or will not be materially lower than the results contemplated in this Agreement. You are cautioned not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views speak only as of the date of this releasedocument or, in the case of documents referred to or incorporated by reference, the dates of those documents. The Company anticipates that subsequent events and developments will cause the Company's views does not undertake any obligation to change. However, while the Company may elect release publicly any revisions to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to reflect events or circumstances after the date of this releasedocument or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law.

Forward-Looking Statements. Any statements in this This press release about future expectationscontains “forward-looking statements”. In general, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute forward-looking statements within usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the meaning negative of The Private Securities Litigation Reform Act these terms or other comparable terminology, including statements related to the expected timing of 1995the closing of the merger, the expected returns and other benefits of the merger, to shareholders, expected improvement in operating efficiency resulting from the merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on diluted earnings per share and tangible book value, and the effect of the merger on LTLB’s capital ratios. Forward-looking statements involve substantial represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause our future results, performance actual results or achievements financial condition to differ significantly materially from those expressed in or implied by these such statements. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the merger may not be timely completed, if at all; that prior to completion of the merger or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; that the parties are unable to implement successful integration strategies; that the required regulatory, shareholder, or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’ customers to the merger; diversion of management time to merger-related issues; and other factors and risk influences. Consequently, no forward-looking statementsstatement can be guaranteed. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims Neither LTLB nor Union undertakes any obligation to do so. These forward-update or revise any forward- looking statements should not be relied upon statements, whether as representing the Company's views as a result of any date subsequent to the date of this releasenew information, future events or otherwise.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contains forward-looking statements within the meaning of The the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ForwardThese forward-looking statements involve substantial risks can be identified generally by the use of forward-looking terminology and words such as “expects,” “anticipates,” “estimates,” “believes,” “predicts,” “intends,” “plans,” “potential,” “may,” “continue,” “should,” “will” and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this press release relating to the Company’s ability to execute on its strategy and to enhance value for the Company’s stockholders are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties that could and other factors may cause our future results, performance or achievements actual results to differ significantly materially from those expressed or implied by these projected in the forward-looking statements. Such risks and uncertainties factors may include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential : saturation of our product candidates target market and hospital consolidations; unfavorable economic or market conditions that may cause a decline in spending for information technology and services; significant legislative and regulatory uncertainty in the healthcare industry; exposure to liability for failure to comply with regulatory requirements; pandemics and other factors discussed public health crises and related economic disruptions; transition to a subscription-based recurring revenue model and modernization of our technology; competition with companies that have greater financial, technical and marketing resources than we have; potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks; our ability to attract and retain qualified client service and support personnel; disruption from periodic restructuring of our sales force; potential delay in the "Risk Factors" section development of markets for our RCM service offering; potential inability to properly manage growth in new markets we may enter; potential disruption of our business due to our ongoing implementation of a new enterprise resource planning software solution; exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our international business activities; potential litigation against us; our reliance on an international workforce which exposes us to various business disruptions; our utilization of artificial intelligence, which could expose us to liability or adversely affect our business if we cannot compete effectively with others using artificial intelligence; potential failure to develop new products or enhance current products that keep pace with market demands; failure of our products to function properly resulting in claims for medical and other losses; breaches of security and viruses in our systems resulting in customer claims against us and harm to our reputation; failure to maintain customer satisfaction through new product releases free of undetected errors or problems; failure to convince customers to migrate to current or future releases of our products; failure to maintain our margins and service rates; increase in the percentage of total revenues represented by service revenues, which have lower gross margins; exposure to liability in the event we provide inaccurate claims data to payors; exposure to liability claims arising out of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as licensing of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this release.our

Forward-Looking Statements. Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from RocheThis prospectus supplement, the development of accompanying base prospectus and potential market for the Company's SMA product candidate documents we have filed with the SEC that are incorporated by reference herein and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute therein contain forward-looking statements within the meaning of The Private Section 27A of the Securities Litigation Reform Act and Section 21E of the Securities Exchange Act of 19951934, as amended (the “Exchange Act”). In addition, from time to time we or our representatives have made or will make forward-looking statements in various other filings that we make with the SEC or in other documents, including press releases or other similar announcements. Forward-looking statements involve substantial concern our current plans, intentions, beliefs, expectations and statements of future economic performance. Statements containing terms such as “will,” “may,” “believe,” “do not believe,” “plan,” “expect,” “intend,” “estimate,” “anticipate” and other phrases of similar meaning are considered to be forward-looking statements. Forward-looking statements are based on our assumptions and are subject to known and unknown risks and uncertainties that could cause our future results, performance or achievements actual results to differ significantly materially from those expressed reflected in or implied by these forward-looking statements. Such risks and uncertainties Factors that might cause actual results to differ include, among others, those related to the initiation set forth under “Risk Factors” in this prospectus supplement and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors those discussed in the "Risk Factors" section “Management’s Discussion and Analysis of the final prospectus for Financial Condition and Results of Operation” in our initial public offering, which is most recent Annual Report on file Form 10-K and subsequent Quarterly Reports on Form 10-Q and in our future periodic reports filed with the Securities and Exchange CommissionSEC, all of which are incorporated by reference herein. In addition, the Readers are cautioned not to place undue reliance on any forward-looking statements included contained in this press release represent prospectus supplement, the Company's accompanying base prospectus or the documents we have filed with the SEC that are incorporated by reference herein and therein, which reflect management’s views and opinions only as of the date of this releasetheir respective dates. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect We assume no obligation to update these forward-looking statements at some point to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. You are advised, however, to consult any additional disclosures we have made or will make in the futurefilings we make with the SEC, the Company specifically disclaims any obligation to do so. These including reports on Forms 10-K, 10-Q and 8-K. All subsequent forward-looking statements should not be relied upon as representing attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Company's views as of cautionary statements contained in this prospectus supplement, the accompanying base prospectus or any date subsequent to the date of this releaserelated issuer free writing prospectus.

Forward-Looking Statements. Any statements Some of the information in this press release about future expectationsprospectus, plans and prospects for the Companydocuments we incorporate by reference, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995the federal securities laws. You should not rely on forward-looking statements in this prospectus, and the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,” “continue,” and similar words, although some forward-looking statements are expressed differently. This prospectus, and the documents we incorporate by reference, may also contain forward- looking statements attributed to third parties relating to their estimates regarding the markets we may enter in the future. All forward-looking statements address matters that involve substantial risks risk and uncertainties, and there are many important risks, uncertainties and other factors that could cause our future results, performance or achievements actual results to differ significantly materially from the forward- looking statements contained in this prospectus, and the documents we incorporate by reference. You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, and the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those expressed or implied by these set forth in the forward-looking statements. Such risks and uncertainties include, among others, those related We caution investors not to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is place significant reliance on file with the Securities and Exchange Commission. In addition, the forward-looking statements included contained in this press release represent prospectus, and the Company's views only as of the date of this releasedocuments we incorporate by reference. The Company anticipates that subsequent events and developments will cause the Company's views We undertake no obligation to change. However, while the Company may elect to publicly update these or review any forward-looking statements at some point statements, whether as a result of new information, future developments or otherwise. We expect to use the net proceeds from the sale of securities offered by this prospectus and the prospectus supplement for our clinical trials, if any, and preclinical programs, for other research and development activities and for general corporate purposes. These may include additions to working capital, repayment of existing indebtedness and acquisitions. If we decide to use the net proceeds of any offering of securities other than for our clinical trials, if any, and preclinical programs, for other research and development activities and for general corporate purposes, we will describe the use of the net proceeds in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaseprospectus supplement for that offering.

Forward-Looking Statements. Any The Whitepaper and the other Sale Documents contain statements in this press release about future expectationswhich, plans and prospects for to the Companyextent that they do not recite historical fact, including statements about the receipt of a milestone payment from Rocheconstitute, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressionsor may be deemed to be, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties that could cause our future results, performance or achievements to differ significantly from those expressed or implied by these forward-looking statements. Such These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may”, “will”, “could”, “should”, “would”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan” or other words or expressions of similar meaning or, in each case, their negative. By their nature, forward-looking statements involve risks and uncertainties include, among others, those related because they relate to the initiation events and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability depend on circumstances that may or commercial potential of our product candidates and other factors discussed may not occur in the "Risk Factors" section future and, therefore, these forward-looking statements are based on the current expectations of the final prospectus for our initial public offeringCompany about future events. Forward- looking statements are not guarantees of future performance, which is on file with the Securities and Exchange Commission. In addition, actual results may differ materially from those made in or suggested by the forward-looking statements included contained in these this press release represent the Company's views only as Whitepaper and/or any of the date of this releaseother Sale Documents. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point include statements that reflect the Company’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to the financial condition, results of operations, future performance and business of the Company. Although the Company believes that the expectations reflected in the futureforward-looking statements are reasonable, the Company specifically disclaims cannot guarantee future results, level of activity, performance or achievements. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, Purchaser should not regard the inclusion of a forward-looking statement in the Whitepaper or any obligation to do soof the other Sale Documents as a representation by the Company that its plans and objectives will be achieved, and should not place undue reliance on such forward-looking statements. These forward-looking statements should not be relied upon speak only as representing the Company's views as of any date subsequent to at the date of this releasethe Whitepaper. The Company expressly disclaims any obligation or undertaking to update any of the forward- looking statements, whether as a result of new information, future events or otherwise, except as required by law. Statements contained in the Whitepaper and/or any of the other Sale Documents that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of the Company Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Purchaser should not rely on these statements as if they were fact.

Forward-Looking Statements. Any statements in this press release about future expectations, plans and prospects for the CompanyThis communication contains forward-looking statements, including statements regarding expectations about the receipt of a milestone payment from Rocheproposed transaction involving ▇▇▇▇▇▇▇, the development of ▇▇▇▇▇▇▇▇▇▇ and potential market for the Company's SMA product candidate and other statements containing the Sumitomo Pharma. Statements including words "anticipatesuch as “believes," "believe” “expects," "estimate” “anticipates," "expect” “intends," "” “estimates,” “plan,” “will,” “may,” “look forward,” “intend," "may” “guidance," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and ” “future” or similar expressions, constitute expressions are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995statements. Forward-looking statements involve substantial are subject to risks and uncertainties that could cause our actual results to differ materially and reported results should not be considered as an indication of future performance. Risks and uncertainties related to the proposed transaction include, but are not limited to, the risk that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate Myovant’s operations into those of Sumitovant; such integration may be more difficult, time consuming or costly than expected, the risk that the proposed transaction does not close, due to the failure of one or more conditions to closing or otherwise; the risk that required Myovant shareholder approvals of the proposed transaction will not be obtained or that such approvals will be delayed or conditioned beyond current expectations; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; uncertainty as to the timing of completion of the proposed transaction; risks related to the disruption of management time from ongoing business operations due to the proposed transaction and possible difficulties in maintaining customer, supplier, key personnel and other strategic relationships; and potential litigation relating to the proposed transaction that could be instituted against Myovant, ▇▇▇▇▇▇▇▇▇▇ or their respective directors or officers, including the effects of any outcomes related thereto; and the possibility of unexpected costs and liabilities related to the proposed transaction. Additional risks and uncertainties related to Myovant and its business include, but are not limited to, the success and cost of Myovant’s commercialization of its approved products and product candidates, if approved; the impact on Myovant’s business, financial results, performance results of operations and ongoing clinical trials from the effects of the COVID-19 pandemic; risks related to development programs, including the success and anticipated timing of Myovant’s ongoing and future clinical and non-clinical studies, and uncertainties relating to the success of Myovant’s clinical trials for its product candidates and any future therapy or achievements product candidates; uncertainties surrounding the regulatory landscape that governs Myovant’s products and product candidates, including risks related to differ significantly regulatory approval, including the timing and status of anticipated future regulatory submissions and ▇▇▇▇▇▇▇’s ability to, obtain and maintain, regulatory approvals for its product candidates; the ability to obtain, maintain, and enforce intellectual property protection for Myovant’s products and product candidates; risks related to significant competition from those expressed other biotechnology and pharmaceutical companies; and other risks and uncertainties listed in Myovant’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Myovant’s Form 10-K and Form 10-Q filings with the SEC as such risk factors may be amended, supplemented or implied superseded from time to time by other filings with the SEC. Given these risks and uncertainties, you should not place undue reliance on any forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the These forward-looking statements included in are based on information available to Sumitovant and Sumitomo Pharma as of the date of this press release represent the Company's views communication and speak only as of the date of this releasecommunication. The Company anticipates that subsequent events Myovant, ▇▇▇▇▇▇▇▇▇▇ and developments will cause the Company's views to change. However, while the Company may elect Sumitomo Pharma disclaim any obligation to update these forward-looking statements at some point in the futurestatements, the Company specifically disclaims any obligation to do so. These forward-looking statements should not except as may be relied upon as representing the Company's views as of any date subsequent to the date of this releaserequired.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements the federal securities laws, which are based on current expectations, forecasts and assumptions that involve substantial risks and uncertainties that could cause our future results, performance or achievements actual outcomes and results to differ significantly materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from those expressed or implied by these any forward-looking statements. Such risks and uncertainties include, among otherssee the section entitled “Risk Factors” in the Company’s annual report on Form 10-K filed on March 9, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates 2012 and other factors discussed risks described in documents subsequently filed by the "Risk Factors" section of the final prospectus for our initial public offering, which is on file Company from time to time with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These publicly update or revise any forward-looking statements should not be relied upon as representing the Company's views as statement to reflect changes in underlying assumptions or factors, of any date subsequent to the date of this releasenew information, data or methods, future events or other changes.

Forward-Looking Statements. Any statements in this This press release about future includes “forward-looking statements”. MAC’s actual results may differ from expectations, plans estimates, and prospects for the Companyprojections and, including statements about the receipt of a milestone payment from Rocheconsequently, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute you should not rely on these forward-looking statements within as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the meaning negative versions of The Private Securities Litigation Reform Act such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, MAC’s expectations with respect to future performance of 1995the CSA Copper Mine and anticipated financial impacts and other effects of the proposed business combination, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. ForwardThese forward-looking statements involve substantial significant risks and uncertainties that could cause our future results, performance or achievements the actual results to differ significantly materially from those expressed discussed in the forward-looking statements. Most of these factors are outside MAC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change, or other circumstances that could give rise to the termination of the Transaction Agreement; the outcome of any legal proceedings that may be instituted against MAC following the announcement of the Transaction Agreement; the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of MAC, certain regulatory approvals, or satisfy other conditions to closing in the Transaction Agreement; the occurrence of any event, change, or other circumstance that could give rise to the termination of the Transaction Agreement or could otherwise cause the transaction to fail to close MAC’s inability to secure the expecting financing for the consideration under the Transaction Agreement; the inability to obtain or maintain the listing of MAC’s shares following the proposed transaction; the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things; the supply and demand for copper; the future price of copper; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital; cash flow provided by operating activities; unanticipated reclamation expenses; claims and limitations on insurance coverage; the uncertainty in mineral resource estimates; the uncertainty in geological, metallurgical and geotechnical studies and opinions; infrastructure risks; and dependence on key management personnel and executive officers; and other risks and uncertainties indicated from time to time in the final prospectus of MAC for its initial public offering and the proxy statement relating to the proposed business combination, including those under “Risk Factors” therein, and in MAC’s other filings with the SEC. MAC caution that the foregoing list of factors is not exclusive. MAC caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. MAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based. More information on potential factors that could affect MAC’s or CSA’s financial results is included from time to time in MAC’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the preliminary and the definitive proxy statements MAC intends to file with the SEC in connection with MAC’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or MAC’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Such There may be additional risks and uncertainties includethat MAC does not presently know, among othersor that MAC currently believes are immaterial, that could also cause actual results to differ from those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed contained in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commissionforward-looking statements. In addition, the forward-looking statements included in this press release represent the Company's reflect MAC’s expectations, plans or forecasts of future events and views only as of the date of this releasecommunication. The Company MAC anticipates that subsequent events and developments will cause the Company's views its assessments to change. However, while the Company MAC may elect to update these forward-looking statements at some point in the future, the Company MAC specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company's views MAC’s assessment as of any date subsequent to the date of this releasecommunication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contains “forward-looking statements statements” within the meaning of The the U.S. Private Securities Litigation Reform Act of 19951995 and “forward- looking information” within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements involve substantial risks in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and uncertainties other similar expressions, including statements in respect to Tilray and the consummation of the merger. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that could cause our management believes to be relevant and reasonable in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment and future approvals and permits. Actual results, performance or achievements achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Please see the heading “Risk Factors” in Tilray’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (“SEC”) and Canadian securities regulators on August 13, 2019, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ significantly materially from those expressed or implied by these in any forward-looking statements. Such risks Tilray does not undertake and uncertainties include, among others, those related specifically declines any obligation to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the update any forward-looking statements that are included herein, except in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaseaccordance with applicable securities laws.

Forward-Looking Statements. Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from RocheThis prospectus supplement, the development of accompanying base prospectus and potential market for the Company's SMA product candidate documents we have filed with the SEC that are incorporated by reference herein and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute therein contain forward-looking statements within the meaning of The Private Section 27A of the Securities Litigation Reform Act and Section 21E of the Securities Exchange Act of 19951934, as amended (the “Exchange Act”). In addition, from time to time we or our representatives have made or will make forward-looking statements in various other filings that we make with the SEC or in other documents, including press releases or other similar announcements. Forward-looking statements involve substantial concern our current plans, intentions, beliefs, expectations and statements of future economic performance. Statements containing terms such as “will,” “may,” “believe,” “do not believe,” “plan,” “expect,” “intend,” “estimate,” “anticipate” and other phrases of similar meaning are considered to be forward-looking statements. Forward-looking statements are based on our assumptions and are subject to known and unknown risks and uncertainties that could cause our future results, performance or achievements actual results to differ significantly materially from those expressed reflected in or implied by these forward-looking statements. Such risks and uncertainties Factors that might cause actual results to differ include, among others, those related set forth under “Risk Factors” in this prospectus supplement and those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and in our future periodic reports filed with the SEC, all of which are incorporated by reference herein. The following are important factors, among others, that could cause actual results, performance or achievements to differ materially from the results, performance or achievements reflected in our forward-looking statements: ● the results of our ongoing review of the Company’s business and go-forward operating and commercial plans; our ability to capitalize on opportunities to deliver products to meet customer requirements; ● our limited operations and need to expand and enhance elements of our production process to fulfill product orders; ● risks associated with obtaining orders and executing upon such orders, including any potential supply chain disruptions; ● market acceptance for our products, including our recently announced W-56 and W-34 platforms; ● the ability to protect our intellectual property; ● negative impacts stemming from the continuing COVID-19 pandemic; ● our ability to attract and retain customers for existing and new products; our ability to control our expenses; ● potential competition, including without limitation shifts in technology; global and local business conditions; ● the prices being charged by our competitors; ● our inability to retain key members of our management team; ● our ability to enter long-term supply contracts including, but not limited to the initiation supply of lithium-ion battery cells; ● our inability to raise additional capital to fund our operations and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, business plan; ● our scientific approach and general development progress, the availability or commercial potential inability to satisfy covenants in our financing agreements; ● our inability to maintain our listing of our product candidates securities on the Nasdaq Capital Market; ● our inability to satisfy our customer warranty claims; ● the outcome of any regulatory proceedings or investigations; and ● our liquidity and other risks and uncertainties and other factors discussed from time to time in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file filings with the Securities and Exchange CommissionSEC. In addition, the Readers are cautioned not to place undue reliance on any forward-looking statements included contained in this press release represent prospectus supplement, the Company's accompanying base prospectus or the documents we have filed with the SEC that are incorporated by reference herein and therein, which reflect management’s views and opinions only as of the date of this releasetheir respective dates. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect We assume no obligation to update these forward-looking statements at some point to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. You are advised, however, to consult any additional disclosures we have made or will make in the futurefilings we make with the SEC, the Company specifically disclaims any obligation to do so. These including reports on Forms 10-K, 10-Q and 8-K. All subsequent forward-looking statements should not be relied upon as representing attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Company's views as of cautionary statements contained in this prospectus supplement, the accompanying base prospectus or any date subsequent to the date of this releaserelated issuer free writing prospectus.

Forward-Looking Statements. Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute This communication contains “forward-looking statements statements” within the meaning of The the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Such statements may also include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of AdTheorent upon completion of the proposed merger and AdTheorent’s plans upon completion of the proposed merger. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on current expectations, forecasts and assumptions that involve substantial risks and uncertainties uncertainties, including, but not limited to, the market for programmatic advertising developing slower or differently than the Company’s expectations, the demands and expectations of clients and the ability to attract and retain clients and other economic, competitive, governmental and technological factors outside of the Company's control, that could may cause our the Company's business, strategy or actual results to differ materially from the forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of AdTheorent, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to differ significantly the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management’s attention from those expressed AdTheorent’s ongoing business operations due to the proposed merger; unexpected costs, charges or implied by these expenses resulting from the proposed merger; AdTheorent’s ability to retain and hire key personnel in light of the proposed merger; certain restrictions during the pendency of the proposed merger that may impact AdTheorent’s ability to pursue certain business opportunities or strategic transactions; the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; potential litigation relating to the proposed merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the effect of the announcement of the proposed merger on AdTheorent’s relationships with its customers, operating results and business generally; and the risk that the proposed merger will not be consummated in a timely manner, if at all.The Company does not intend and undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Such risks and uncertainties include, among others, those related Investors are referred to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file AdTheorent's filings with the Securities and Exchange Commission. In addition, including its Annual Report on Form 10-K and any subsequent filings on Forms 10-Q or 8-K, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releasestatement.

Forward-Looking Statements. Any statements Information included in this press release about future expectationsannouncement constitutes forward-looking statements. When used in this announcement, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995can be identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and other similar words that involve risks and uncertainties. Forward-looking statements inherently involve substantial risks known and unknown risks, uncertainties and other factors that could may cause our the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of resources and reserves, political and social risks, changes to the regulatory framework within which the Company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation as well as other uncertainties and risks set out in the announcements made by the Company from time to time with the Australian Securities Exchange. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its directors and management of the Company that could cause the Company’s actual results to differ significantly materially from those the results expressed or anticipated in these statements. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, among others, those related The Company does not undertake to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability update or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the revise forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views statements, or to change. However, while the Company may elect to update these forward-looking statements at some point publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of information contained in this releasereport, except where required by applicable law and stock exchange listing requirements.

Forward-Looking Statements. Any This Subscription Agreement and the exhibits and schedules annexed hereto contain certain forward looking information within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements in this press release about relate to future expectationsevents or future predictions, plans and prospects for including events or predictions relating to the Company’s future financial performance, including statements about and are generally identifiable by use of the receipt use of a milestone payment from Rocheforward-looking terminology such as “believes”, “expects”, “may”, “will”, “should”, “plan”, “intend”, or “anticipates” or the development negative thereof or other variations thereon or comparable terminology, or by discussion of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute strategy that involve risks an uncertainties. Management wishes to caution each Subscriber that these forward-looking statements within and other statements contained herein regarding matters that are not historical facts, are only predictions and estimates regarding future events and circumstances and involve known and unknown risks, uncertainties and other factors, including the meaning risks described under “Risk Factors” that may cause the Company’s or its industry’s actual results, levels of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties that could cause our future resultsactivity, performance or achievements to differ significantly be materially different from those any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. This information is based on various assumptions by the management which may not prove to be correct. In addition to the risks described in Risk Factors, important factors to consider and evaluate in such forward-looking statements include: (i) changes in the external competitive market factors which might impact the Company’s results of operations; (ii) unanticipated working capital or other cash requirements including those created by the failure of the Company to adequately anticipate the costs associated with clinical trials, manufacturing and other critical activities; (iii) changes in the Company’s business strategy or an inability to execute its strategy due to the occurrence of unanticipated events; (iv) the inability or failure of the Company’s management to devote sufficient time and energy to the Company’s business; and (v) the failure of the Company to complete any or all of the transactions described herein on the terms currently contemplated. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained or incorporated by reference in this Agreement will in fact transpire. All of these assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, there can be no assurance that actual results will meet expectations or will not be materially lower than the results contemplated in this Agreement. Subscribers are cautioned not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views speak only as of the date of this releasedocument or, in the case of documents referred to or incorporated by reference, the dates of those documents. The Company anticipates that subsequent events and developments will cause the Company's views does not undertake any obligation to change. However, while the Company may elect release publicly any revisions to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to reflect events or circumstances after the date of this releasedocument or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements the federal securities laws, which are based on current expectations, forecasts and assumptions that involve substantial risks and uncertainties that could cause our future results, performance or achievements actual outcomes and results to differ significantly materially, including, among others, risks and uncertainties associated with the satisfaction of closing conditions related to the Company’s pending acquisition of La Jolla Commons. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from those expressed or implied by these any forward-looking statements. Such risks and uncertainties include, among otherssee the section entitled “Risk Factors” in the Company’s annual report on Form 10-K filed on February 15, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates 2019 and other factors discussed risks described in documents subsequently filed by the "Risk Factors" section of the final prospectus for our initial public offering, which is on file Company from time to time with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These publicly update or revise any forward-looking statements should not be relied upon as representing the Company's views as statement to reflect changes in underlying assumptions or factors, of any date subsequent to the date of this releasenew information, data or methods, future events or other changes.

Forward-Looking Statements. Any This Subscription Agreement and the exhibits and schedules annexed hereto contain certain forward looking information within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements in this press release about relate to future expectations, plans and prospects for the Companyevents or future predictions, including statements about events or predictions relating to our future financial performance, and are generally identifiable by use of the receipt use of a milestone payment from Rocheforward-looking terminology such as “believes”, “expects”, “may”, “will”, “should”, “plan”, “intend”, or “anticipates” or the development negative thereof or other variations thereon or comparable terminology, or by discussion of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute strategy that involve risks an uncertainties. Management wishes to caution each Subscriber that these forward-looking statements within and other statements contained herein regarding matters that are not historical facts, are only predictions and estimates regarding future events and circumstances and involve known and unknown risks, uncertainties and other factors, including the meaning risks described under “Risk Factors” that may cause the Company’s or its industry’s actual results, levels of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties that could cause our future resultsactivity, performance or achievements to differ significantly be materially different from those any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. This information is based on various assumptions by the management which may not prove to be correct. In addition to the risks described in Risk Factors, important factors to consider and evaluate in such forward-looking statements include: (i) changes in the external competitive market factors which might impact the Company’s results of operations; (ii) unanticipated working capital or other cash requirements including those created by the failure of the Company to adequately anticipate the costs associated with clinical trials, manufacturing and other critical activities; (iii) changes in the Company’s business strategy or an inability to execute its strategy due to the occurrence of unanticipated events; (iv) the inability or failure of the Company’s management to devote sufficient time and energy to the Company’s business; and (v) the failure of the Company to complete any or all of the transactions described herein on the terms currently contemplated. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained or incorporated by reference in this Agreement will in fact transpire. All of these assumptions are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of our Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, there can be no assurance that actual results will meet expectations or will not be materially lower than the results contemplated in this Agreement. You are cautioned not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views speak only as of the date of this releasedocument or, in the case of documents referred to or incorporated by reference, the dates of those documents. The Company anticipates that subsequent events and developments will cause the Company's views does not undertake any obligation to change. However, while the Company may elect release publicly any revisions to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to reflect events or circumstances after the date of this releasedocument or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law.

Forward-Looking Statements. Any statements Certain information contained in this press news release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute may be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; acquisitions may not be able to be completed on satisfactory terms or at all; and Ayr may not be able to raise additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. There can be no assurance that the acquisition of Dispensary 33 will be completed or, if it does, that it will be successful. Estimates and assumptions involve substantial known and unknown risks and uncertainties that could may cause our future results, performance or achievements actual results to differ significantly materially. While Ayr believes there is a reasonable basis for these assumptions, such estimates may not be met. These estimates represent forward- looking information. Actual results may vary and differ materially from those expressed or implied by these forwardthe estimates. Ayr is an expanding vertically integrated, U.S. multi-looking statementsstate cannabis operator, focused on delivering the highest quality cannabis products and customer experience throughout its footprint. Such risks and uncertainties include, among others, those related to Based on the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, belief that everything starts with the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section quality of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the futureplant, the Company specifically disclaims any obligation is focused on superior cultivation to do sogrow superior branded cannabis products. These forward-looking statements should not be relied upon as representing Ayr strives to enrich consumers’ experience every day through the Company's views as wellness and wonder of any date subsequent cannabis. Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the date of this releasecommunities they touch. For more information, please visit ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contains forward-looking statements within the meaning of The the Private Securities Litigation Reform Act of 19951995 that involve risks and uncertainties. ForwardWe have attempted to identify forward-looking statements involve substantial by using such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” or other similar expressions. These forward-looking statements are only predictions and are largely based on our current expectations. A number of known and unknown risks, uncertainties, and other factors could affect the accuracy of these statements. Some of the more significant known risks that we face are the risks and uncertainties inherent in the process of discovering, developing, and commercializing products that could are safe and effective for use as human therapeutics, including the uncertainty regarding market acceptance of our product candidates and our ability to generate revenues, including MultiStem for the treatment of Inflammatory Bowel Disease or other indications. These risks may cause our future actual results, performance levels of activity, performance, or achievements to differ significantly materially from those any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is You should not place undue reliance on file with the Securities and Exchange Commission. In addition, the forward-looking statements included contained in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events , and developments will cause the Company's views we undertake no obligation to change. However, while the Company may elect to publicly update these forward-looking statements at some point in the futurestatements, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon whether as representing the Company's views as a result of any date subsequent to the date of this releasenew information, future events or otherwise.

Forward-Looking Statements. Any statements contained in this press release about future expectations, plans and prospects for the Companythat do not describe historical facts, including statements about the receipt of a milestone payment from Rochefuture operations, the development of are neither promises nor guarantees and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, may constitute “forward-looking statements within statements” as that term is defined in the meaning of The U.S. Private Securities Litigation Reform Act of 1995. ForwardSuch forward-looking statements involve substantial may include words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. Any such forward-looking statements contained herein are based on current assumptions, estimates and expectations, but are subject to a number of known and unknown risks and significant business, economic and competitive uncertainties that may cause actual results to differ materially from expectations. Numerous factors could cause our actual future results, performance or achievements results to differ significantly materially from those current expectations expressed or implied by these such forward-looking statements. Such , including the risks and uncertainties include, among others, those related other risk factors detailed in various publicly available documents filed by CSS from time to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file time with the Securities and Exchange CommissionCommission (SEC), which are available at ▇▇▇.▇▇▇.▇▇▇, including but not limited to, such information appearing under the caption “Risk Factors” in CSS’s Annual Report on Form 10-K filed with the SEC on May 31, 2019. In addition, the Any forward-looking statements included should be considered in this press release represent the Company's views light of those risk factors. CSS cautions readers not to rely on any such forward-looking statements, which speak only as of the date of this releasethey are made. The Company anticipates that subsequent events and developments will cause the Company's views CSS disclaims any intent or obligation to change. However, while the Company may elect to publicly update these or revise any such forward-looking statements at some point to reflect any change in the futureCompany expectations or future events, the Company specifically disclaims conditions or circumstances on which any obligation to do so. These such forward-looking statements should not may be relied upon as representing based, or that may affect the Company's views as of any date subsequent to the date of this releaselikelihood that actual results may differ from those set forth in such forward-looking statements.

Forward-Looking Statements. Any Certain statements made in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute are forward-looking statements. These forward-looking statements are not historical facts but rather are based on Vection Technologies' current expectations, estimates and projections about the industry in which Vection Technologies operates, and beliefs and assumptions. Forward- looking statements can generally be identified by the use of forward-looking words such as 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'will', 'could', 'may', 'target', 'plan' and other similar expressions within the meaning of The Private Securities Litigation Reform Act securities laws of 1995applicable jurisdictions. ForwardIndications of, guidance, or outlook on future earnings, distributions, financial position, or performance are also forward-looking statements. These statements involve substantial risks are not guarantees of future performance and uncertainties that are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the control of Vection Technologies, are difficult to predict and could cause our future results, performance or achievements actual results to differ significantly materially from those expressed or implied by forecasted in the forward- looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with reflect the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views view of Vection Technologies only as of the date of this release. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. The Company anticipates that subsequent forward-looking statements made in this release relate only to events and developments will cause as of the Company's views date on which the statements are made. Vection Technologies has no obligation to change. However, while the Company may elect release publicly any revisions or updates to update these forward-looking statements at some point in the futureto reflect events, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to circumstances or unanticipated events occurring after the date of this releaserelease except as required by law or by any appropriate regulatory authority.

Forward-Looking Statements. Any statements When used in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Rocheprospectus, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate“expects," "believe” “believes," "estimate” “anticipates," "expect” “estimates," "intend," "” “may," "plan" "predict," "project," "target," "potential," "will," "would," "” “could," "should” “intends," "continue," ” and similar expressions, constitute expressions are intended to identify forward-looking statements. These statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial are subject to known and unknown risks and uncertainties that could cause our future results, performance or achievements actual results to differ significantly materially from those expressed projected or otherwise implied by these the forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the These forward-looking statements included in this press release represent the Company's views speak only as of the date of this releaseprospectus. The Company anticipates that subsequent events Given these risks and developments will cause the Company's views to change. Howeveruncertainties, while the Company may elect to update you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements at some point or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the future, the Company specifically disclaims any obligation to do sodocuments we incorporate by reference into this prospectus. These forward-looking statements should not be relied upon as representing the Company's views speak only as of any date subsequent to the date of this releaseprospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

Forward-Looking Statements. Any statements in this This press release about contains forward-looking statements. These statements relate to future expectationsevents or our future financial performance and involve known and unknown risks, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements, and among other things, our ability to maintain cash balances and successfully commercialize or partner our product candidates currently under development. In some cases, you can identify forward-looking statements containing the words "anticipate," "believe," "estimate," "expect," "intend," by terminology such as "may," "plan" "predict," "project," "target," "potential," "will," "wouldshould," "could," "shouldwould," "continueexpects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," or "continue" or the negative of such terms and similar expressionsother comparable terminology. These statements are only predictions based on our current expectations and projections about future events. You should not place undue reliance on these statements. Actual events or results may differ materially. In evaluating these statements, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995you should specifically consider various factors. Forward-looking statements involve substantial risks and uncertainties Additional factors that could cause materially affect actual results can be found in our future resultsForm 10-K for the year ended December 31, performance or achievements to differ significantly from those expressed or implied by these forward-looking statements. Such risks and uncertainties include2019, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file filed with the Securities and Exchange CommissionCommission on March 4, 2020, including under the caption titled "Risk Factors." These and other factors may cause our actual results to differ materially from any forward-looking statement. In addition, We undertake no obligation to update any of the forward-looking statements included in this press release represent the Company's views only as of after the date of this release. The Company anticipates that subsequent events and developments will cause press release to conform those statements to reflect the Company's views to change. Howeveroccurrence of unanticipated events, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon except as representing the Company's views as of any date subsequent to the date of this releaserequired by applicable law.

Forward-Looking Statements. Any statements Certain information contained in this press news release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute may be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; acquisitions may not be able to be completed on satisfactory terms or at all; and Ayr may not be able to raise additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. There can be no assurance that the acquisition of Dispensary 33 will be completed or, if it does, that it will be successful. Estimates and assumptions involve substantial known and unknown risks and uncertainties that could may cause our future results, performance or achievements actual results to differ significantly from those expressed or implied by materially. While Ayr believes there is a reasonable basis for these assumptions, such estimates may not be met. These estimates represent forward-looking statementsinformation. Such risks Actual results may vary and uncertainties includediffer materially from the estimates. Ayr is an expanding vertically integrated, among othersU.S. multi-state cannabis operator, those related to focused on delivering the initiation highest quality cannabis products and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, customer experience throughout its footprint. Based on the availability or commercial potential of our product candidates and other factors discussed in belief that everything starts with the "Risk Factors" section quality of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the futureplant, the Company specifically disclaims any obligation is focused on superior cultivation to do sogrow superior branded cannabis products. These forward-looking statements should not be relied upon as representing Ayr strives to enrich consumers’ experience every day through the Company's views as wellness and wonder of any date subsequent cannabis. Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the date of this releasecommunities they touch. For more information, please visit ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements the federal securities laws, which are based on current expectations, forecasts and assumptions that involve substantial risks and uncertainties that could cause our future results, performance or achievements actual outcomes and results to differ significantly materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from those expressed or implied by these any forward-looking statements. Such risks and uncertainties include, among others, those related to see the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, section entitled “Risk Factors” in the availability or commercial potential of our product candidates Company’s annual report on Form 10-K and other factors discussed risks described in documents subsequently filed by the "Risk Factors" section of the final prospectus for our initial public offering, which is on file Company from time to time with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These publicly update or revise any forward-looking statements should not be relied upon as representing the Company's views as statement to reflect changes in underlying assumptions or factors, of any date subsequent to the date of this releasenew information, data or methods, future events or other changes.

Forward-Looking Statements. Any Certain statements in this press release about future expectationsthe Website and the content may constitute “forward-looking” statements that involve known and unknown risks, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate uncertainties and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute factors that may cause actual returns of investment to be materially di"erent from any future returns or values expressed or implied by such forward-looking statements. Forward- looking statements within typically include words such as “may,” “will,” “expect,” “believe,” “plan,” “expect,” “anticipate,” “intend” and other similar terminology. These statements reflect current expectations regarding future events and speak only as of the meaning date of The Private Securities Litigation Reform Act of 1995being posted to the Website. Forward-looking statements involve substantial significant risks and uncertainties that could cause our uncertainties, should not be read as guarantees of future results, performance or achievements returns, and will not necessarily be accurate indications of whether or not such returns will be achieved. Given these uncertainties and risks, users of the Website, including any person who may or has invested using the BCI technology platform, are cautioned not to differ significantly from those expressed or implied by these place undue reliance on such forward-looking statements. Such risks A variety of factors could cause the actual results and uncertainties include, among others, those related developments of any investment to di"er significantly from the initiation results and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach developments forecasted and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commissionimplied. In addition, the Although forward-looking statements included contained in this press release represent the Company's views only Website, if any, are based upon what BCI and its advisors believe are reasonable assumptions, BCI cannot assure you that actual results, returns or events will be consistent with these forward- looking statements. Forward-looking statements are made as of the date of this release. The being posted to the Website, and Company anticipates that subsequent events and developments will cause the Company's views to change. Howeverits subsidiaries and affiliates assume no obligation, while the Company may elect and expressly disclaim any obligation, to update these or revise forward-looking statements at some point contained in or incorporated by reference into the futureWebsite or the content or any information supplemental thereto to reflect new information, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releasefuture events or circumstances or otherwise.

Forward-Looking Statements. Any Some of the statements contained or incorporated by reference in this press release about future expectationsprospectus may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, plans as amended (the “Securities Act”), and prospects for Section 21E of the CompanyExchange Act and may involve material risks, including assumptions and uncertainties. Forward- looking statements about typically are identified by the receipt use of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "terms such as “may,” “will,” “should,” “believe,” “might,” “expect,” “anticipate," "believe," "estimate," "expect," "” “intend," "may” “plan," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," ” “estimate” and similar expressionswords, constitute although some forward-looking statements within are expressed differently. Although we believe that the meaning of The Private Securities Litigation Reform Act of 1995. Forwardexpectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of future performance and involve substantial certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could cause our future results, performance or achievements actual results and events to differ significantly materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements is included in this press release represent our periodic reports filed with the Company's views only as of SEC and in the date “Risk Factors” section of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaseprospectus.

Forward-Looking Statements. Any statements in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute This MD&A contains certain forward-looking statements within about the meaning objectives, strategies, financial conditions, results of operations and businesses of Global. The Private Securities Litigation Reform Act use of 1995. Forward-looking statements involve substantial risks and uncertainties that could cause our future resultsany of the words “expect”, performance “anticipate”, “continue”, “objective”, “will”, “should”, “believe”, “plan”, “intend”, “ongoing”, “estimate”, “may”, “project” or achievements similar expressions are intended to differ significantly from those expressed or implied by these identify forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the Statements that are not historical facts are forward-looking and are subject to important risks, uncertainties and assumptions. These statements included are based on the Company‟s current expectations about its business and the markets in this press release represent the Company's views only as of the date of this releasewhich it operates, and upon various estimates and assumptions. The Company anticipates that subsequent results or events and developments will cause the Company's views to change. However, while the Company may elect to update predicted in these forward-looking statements at some point may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect the Company‟s business, or if its estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances described in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements statement will materialize. Readers are cautioned that expectations, estimates, projections and assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be relied upon as representing placed on forward-looking statements. Significant and reasonably foreseeable factors that could cause the Company's views as of any date subsequent Company‟s results to differ materially from its current expectations are discussed in the date section entitled "Business Risks" beginning at page [14] of this releaseMD&A. The Company disclaims any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason. For additional guidance, please review the Company‟s annual consolidated financial statements and Annual Information Form, which are available on SEDAR at ▇▇▇.▇▇▇▇▇.▇▇▇.

Forward-Looking Statements. Any statements The matters regarding the future discussed in this press news release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute include forward-looking statements within as defined in the meaning of The Private Securities Litigation Reform Act of 1995. ForwardSuch forward-looking statements involve substantial are intended to be identified in this document by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should” and similar expressions. As described below, such statements are subject to a number of risks and uncertainties that could cause our future results, performance or achievements Startek's actual results to differ significantly materially from those expressed or implied by these any such forward-looking statements. Such Readers are encouraged to review risk factors and all other disclosures appearing in the Company's Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 12, 2020, as well as other filings with the SEC, for further information on risks and uncertainties includethat could affect Startek's business, among others, those related to the initiation financial condition and conduct results of clinical trials, availability operation. Copies of data these filings are available from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the Company’s website or the Company’s investor relations department. Startek assumes no obligation to update or revise any forward-looking statements included in this press release represent the Company's views as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaseherein.

Forward-Looking Statements. Any statements in this This press release about future expectationsmay contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, plans as amended, and prospects for Section 21E of the CompanySecurities Exchange Act of 1934, including as amended. Forward-looking statements about may be identified by the receipt use of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continuemight," "potential," or "continue" and variations or similar expressions. Readers should not unduly rely on these forward-looking statements, constitute which are not a guarantee of future performance. There can be no assurance that forward- looking statements will prove to be accurate, as all such forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks known and unknown risks, uncertainties that could and other factors which may cause our actual results or future results, performance or achievements events to differ significantly materially from those expressed or implied by these the forward-looking statements. Such risks include, but may not be limited to: general economic and business conditions; technology changes; competition; changes in strategy or development plans; governmental regulations and the ability or failure to comply with governmental regulations; the timing of anticipated results; and other factors referenced in the Company's filings with securities regulators. For a discussion of further risks and uncertainties include, among others, those related to the initiation and conduct of clinical trialsCompany's business, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, please refer to the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial Company's public offering, which is on file company reports filed with the TSX Venture Exchange and the U.S. Securities and Exchange Commission. In addition, the forward-All forward- looking statements included in this press release represent the Company's views only are made as of the date of this release. The Company anticipates that subsequent events hereof and developments will cause the Company's views are subject to change. However, while the Company may elect to update these forward-looking statements at some point in the futureExcept as required by law, the Company specifically disclaims any assumes no obligation to do soupdate such statements. These forward-looking statements should This press release does not be relied upon as representing the Company's views as constitute an offer or solicitation of an offer for sale of any date subsequent to securities in any jurisdiction, including the date United States. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the information contained in this press release.

Forward-Looking Statements. Any statements Certain statements, estimates, targets and projections in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute Current Report may be considered forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995statements. Forward-looking statements involve substantial risks generally relate to future events involving, or future performance of, the Company or AEON. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and uncertainties that other factors which could cause our future results, performance or achievements actual results to differ significantly materially from those expressed or implied by these such forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and AEON and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Merger; (ii) the outcome of any legal proceedings that may be relied upon as representing instituted against the Company's views as , AEON, the combined company or others following the announcement of the Merger and any date subsequent definitive agreements with respect thereto; (iii) the inability to complete the Merger due to the date failure to obtain approval of this releasethe stockholders of the Company or AEON or to satisfy other conditions to closing; (iv) changes to the proposed structure of the Merger that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Merger; (v) the ability to meet stock exchange listing standards following the consummation of the Merger; (vi) the risk that the Merger disrupts current plans and operations of AEON as a result of the announcement and consummation of the Merger; (vii) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, the ability to identify, develop and commercialize product candidates, the initiation, cost, timing, progress or results of current or planned preclinical studies and clinical trials, product acceptance and/or receipt of regulatory approvals for product candidates, including related milestones, the plans, strategies and objectives of management for future operations, the beliefs and assumptions of management regarding future events, potential markets or market size, or technological developments, competition and advancement of research and development activities in the biopharma industry, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and retain its management and key employees, costs related to the Merger, changes in applicable laws or regulations, the possibility that AEON or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (viii) AEON’s estimates of expenses and profitability, the evolution of the markets in which AEON competes, the ability of AEON to implement its strategic initiatives and continue to innovate its existing product candidates, the ability of AEON to defend its intellectual property and satisfy regulatory requirements, the impact of the COVID-19 pandemic on AEON’s business; and (ix) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus dated February 11, 2021, relating to its initial public offering and other risks and uncertainties indicated from the time to time in the Proxy Statement, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by the Company.

Forward-Looking Statements. Any statements in this This press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The Private Securities Litigation Reform Act use of 1995any of the words “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “anticipates”, or “does not anticipate”, “continue”, “estimates”, “forecasts”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “intends” or variations of such words and phrases or statements are intended to identify forward-looking information or statements. Forward-looking statements involve substantial information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause our future results, performance actual events or achievements results to differ significantly materially from those expressed or implied by these projected in the forward-looking statementsinformation. Such risks More particularly and uncertainties includewithout limitation, among othersthis press release contains forward-looking statements and information concerning the Acquisition and definitive agreement. The forward-looking statements and information are based on certain key expectations and assumptions made by G▇▇▇▇▇ Gold and Capital Gold. Although G▇▇▇▇▇ Gold and Capital Gold believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is undue reliance should not be placed on file with the Securities and Exchange Commission. In addition, the forward-looking statements included and information because neither of them can give any assurance that it will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. There are risks also inherent in the nature of the Acquisition, including whether the completion of the Acquisition will ultimately occur, whether the anticipated synergies of the acquisition will occur, incorrect assessment of the value of the respective properties of each of G▇▇▇▇▇ Gold and Capital Gold, and failure to obtain the required security holder, regulatory, third party and other approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. There may be other factors that cause actions, events or results not to be anticipated, estimated or intended. The forward-looking statements and information contained in this press release represent the Company's views only are made as of the date of this releasehereof. The Company anticipates There can be no assurance that subsequent forward-looking information will prove to be accurate, as actual results and future events and developments will cause the Company's views to changecould differ materially from those anticipated in such information. However, while the Company may elect Neither G▇▇▇▇▇ Gold nor Capital Gold undertake any obligation to update these publicly or revise any forward-looking statements at some point or information, whether as a result of new information, future events or otherwise, except in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaseaccordance with applicable securities laws.

Forward-Looking Statements. Any statements in this press release about The Supplemental Information may contain “forward-looking statements,” which generally are accompanied by words such as “believe,” “may,” ”could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate, or relate to future expectations, plans and prospects for events or trends or the Company’s future financial or operating performance, including or that are not statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute historical matters. These forward-looking statements within include, but are not limited to, statements regarding the meaning of The Private Securities Litigation Reform Act of 1995Company’s beliefs regarding its financial position and operating performance, as well as future opportunities for the Company to expand its business. Forward-looking statements involve substantial are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by the Company and its management, are subject to risks and uncertainties that could may cause our future results, performance or achievements actual results to differ significantly materially from current expectations. You should carefully consider the risks and uncertainties described in the Company’s documents filed, or to be filed, with the SEC, including but not limited to the Periodic Filings. There may be additional risks that the Company presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those expressed or implied by these contained in the forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent reflect the Company's ’s expectations, plans, or forecasts of future events and views only as of the date of this releaseSupplemental Information. The Company anticipates that subsequent events and developments will cause the Company's views its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views ’s assessments as of any date subsequent to the date of this release.Supplemental Information. Accordingly, undue reliance should not be placed upon the forward-looking statements. Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 2021 2022 2023 Operating Results Marketplace revenues(1) $ 10,951 $ 8,227 $ 6,902 $ 4,632 $ 5,723 $ 7,283 $ 8,152 $ 8,520 $ 107,723 $ 40,665 $ 25,790 Custodial administration fees 5,689 7,673 9,919 10,847 10,997 11,280 10,907 10,722 20,333 28,718 44,031 Transaction-based expenses (178) (86) (87) (19) (83) (148) (181) (29) (3,034) (483) (431) (+) Interest (income) expense, net (266) (874) (1,520) (1,509) (1,319) (1,725) (1,868) (1,709) 2,307 (2,681) (6,421) (+) Provision for income taxes 35 48 121 185 293 291 50 216 386 327 819 (+) Net loss attributable to non-controlling interest - - (46) (73) (211) (609) (435) (370) - (46) (1,328) (+) Depreciation and amortization 2,021 1,428 1,495 1,789 1,747 1,710 1,708 1,816 5,390 6,026 6,954 (+) Loss on impairment of long lived assets 163 - - 536 - - 63 - - 163 599 (+) Impairment of right-of-use assets 17 - - - - - - 186 - 283 - (+) Share-based compensation expense 10,740 26,712 11,950 7,401 8,809 9,233 8,891 9,467 12,231 57,924 34,334 (+) Change in fair value of w ▇▇▇▇▇▇ liabilities (20,558) (25,210) (27) (168) 3,790 (907) 3,750 (4,447) 6,064 (19,836) 6,465 (+) Acquisition-related transaction costs 692 821 (106) - - - - - 882 5,113 - (+) Transaction bonus - - - - - - - - - 17,735 -

Forward-Looking Statements. Any statements The Statements contained in this press release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute that are not purely historical are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks 1995 and are subject to various risks, uncertainties and other factors that could cause our future the Company’s actual results, performance or achievements to differ significantly materially from those expressed or implied by these such forward-looking statements. Such risks and uncertainties includeThese statements often include words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “plan,” “seek,” “could,” “can,” “should” or similar expressions. In addition, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential statements that are not historical should also be considered forward-looking statements. These statements are based on assumptions that we have made in light of our product candidates experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors discussed we believe are appropriate in these circumstances. Forward-looking statements include, but are not limited to, those relating to demand for the Company’s services, the Company’s opportunities for growth, the roles of various individuals in the "Risk Factors" section Company’s management structure and other matters relating to the settlement agreement discussed herein. Such statements are based on current expectations that involve a number of the final prospectus for our initial public offeringknown and unknown risks, uncertainties and other factors, which is on file may cause actual events to be materially different from those expressed or implied by such forward looking statements. Risk, uncertainties and other factors may emerge from time to time that could cause the Company’s actual results to differ from those indicated by the forward-looking statements. Investors are directed to consider such risks, uncertainties and other factors described in documents filed by the Company with the Securities and Exchange Commission. In addition, the The Company assumes no obligation (and expressly disclaims any such obligation) to update any forward-looking statements included contained in this press release represent the Company's views only as a result of the date of this release. The Company anticipates that subsequent new information or future events and developments will cause the Company's views to change. Howeveror developments, while the Company except as may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this releaserequired by law.

Forward-Looking Statements. Any Forward-looking statements in this press release about future expectations, plans and prospects for are made pursuant to the Company, including statements about safe harbor provisions of the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking Generally, these statements involve substantial risks can be identified by the use of words such as “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would” and uncertainties that could cause our future results, performance or achievements similar expressions intended to differ significantly from those expressed or implied by these identify forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the although not all forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update contain these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do soidentifying words. These forward-looking statements should include all matters that are not be relied upon historical facts and include statements regarding our current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, capital expenditures and the industry in which we operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this release. We believe that important factors that could cause our actual results to differ materially from forward-looking statements include, but are not limited to: (i) our history of operating losses and our ability to effectively implement cost-cutting measures and generate sufficient cash from operations or receive sufficient financing, on acceptable terms, to continue our operations; (ii) our reliance on a limited number of customers, in particular our historical sales of products for the U.S. Navy, for a significant portion of our revenue, and our ability to maintain or grow such sales levels; (iii) the entrance of new competitors in our target markets; (iv) general economic conditions in the United States and in other markets in which we sell our products; (v) our ability to implement and manage our growth plans to diversify our customer base, increase sales, and control expenses; (vi) our ability to increase demand in our targeted markets and to manage sales cycles that are difficult to predict and may span several quarters; (vii) the timing of large customer orders and significant expenses, and fluctuations between demand and capacity, as representing we invest in growth opportunities; (viii) our dependence on military maritime customers and on the Company's views levels of government funding available to such customers, as well as funding resources of our other customers in the public sector and commercial markets; (ix) market acceptance of LED lighting technology; (x) our ability to respond to new lighting technologies and market trends, and fulfill our warranty obligations with safe and reliable products; (xi) any delays we may encounter in making new products available or fulfilling customer specifications; (xii) our ability to compete effectively against companies with greater resources, lower cost structures, or more rapid development efforts; (xiii) our ability to protect our intellectual property rights and other confidential information, and manage infringement claims by others; (xiv) the impact of any date subsequent type of legal inquiry, claim, or dispute; (xv) our reliance on a limited number of third-party suppliers, our ability to obtain critical components and finished products from such suppliers on acceptable terms, and the impact of our fluctuating demand on the stability of such suppliers; (xvi) our ability to timely and efficiently transport products from our third-party suppliers to our facility by ocean marine channels; (xvii) our ability to successfully scale our network of sales representatives, agents, and distributors to match the sales reach of larger, established competitors; (xviii) any flaws or defects in our products or in the manner in which they are used or installed; (xix) our compliance with government contracting laws and regulations, through both direct and indirect sale channels, as well as other laws, such as those relating to the date environment and health and safety; (xx) risks inherent in international markets, such as economic and political uncertainty, changing regulatory and tax requirements, currency fluctuations and potential tariffs and other barriers to international trade; (xxi) our ability to attract and retain qualified personnel, and to do so in a timely manner; and (xxii) our ability to maintain effective internal controls and otherwise comply with our obligations as a public company and under Nasdaq listing standards. J▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer Energy Focus, Inc. J▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates, Inc. i▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ On February 21, 2019, Energy Focus, Inc. (the “Company”) entered into an agreement (the “Agreement”) with the investor group comprised of this releaseG▇▇▇ ▇▇▇▇▇, Brilliant Start Enterprise, Inc., Jag International, Ltd., J▇▇▇▇▇▇▇ ▇▇▇, Cleantech Global Ltd., J▇▇▇▇ Tu, 5 Elements Global Fund L.P., Communal International, Ltd., Yeh-Mei H▇▇ ▇▇▇▇▇, and 5 Elements Energy Efficiency Limited, which holds a 17.6% ownership position in the Company (the “Investor Group”), providing for the appointment of two new independent directors to the Board of Directors (the “Board”). The new independent directors, J▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and G▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, were proposed by the Investor Group and approved by the Board and will join the six currently serving directors. M▇. ▇▇▇▇▇ and M▇. ▇▇▇▇▇▇▇ will also serve as members of the Nominating and Corporate Governance Committee of the Board. M▇. ▇▇▇▇▇ is the daughter of Yeh-Mei H▇▇ ▇▇▇▇▇.

Forward-Looking Statements. Any statements Certain information contained in this press news release about future expectations, plans and prospects for the Company, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute may be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995applicable securities laws. Forward-looking statements are often, but not always, identified by the use aotfe”w,or“dbselsiuecvhe”a “foresee”, “could”, “would”, “estimate”, “goa “may”, “tracking”, “pacing” and “should” and outcomes. This news release includes forward-looking information and statements pertaining to, among other things, ▇▇▇’s future growth p cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; acquisitions may not be able to be completed on satisfactory terms or at all; and Ayr may not be able to raise additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. There can be no assurance that the acquisition of Dispensary 33 will be completed or, if it does, that it will be successful. Estimates and assumptions involve substantial known and unknown risks and uncertainties that could may cause our future results, performance or achievements actual results to differ significantly from those expressed or implied by materially. While ▇▇▇ believes there is a reasonable basis for these assumptions, such estimates may not be met. These estimates represent forward-looking statementsinformation. Such risks Actual results may vary and uncertainties includediffer materially from the estimates. Ayr is an expanding vertically integrated, among othersU.S. multi-state cannabis operator, those related to focused on delivering the initiation highest quality cannabis products and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, customer experience throughout its footprint. Based on the availability or commercial potential of our product candidates and other factors discussed in belief that everything starts with the "Risk Factors" section quality of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the futureplant, the Company specifically disclaims any obligation is focused on superior cultivation to do sogrow superior branded cannabis products. These forward-looking statements should not be relied upon as representing Ayr strives to enrich ceoxpnerisenucemeveerry dsay’through the Company's views as wellness and wonder of any date subsequent cannabis. ▇▇▇’s leadership team brings proven expertise disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the date of this releasecommunities they touch. For more information, please visit ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Forward-Looking Statements. Any statements Some of the information in this press release about future expectationsprospectus, plans and prospects for the Companydocuments we incorporate by reference, including statements about the receipt of a milestone payment from Roche, the development of and potential market for the Company's SMA product candidate and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan" "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions, constitute contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995the federal securities laws. You should not rely on forward-looking statements in this prospectus, and the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,” “continue,” and similar words, although some forward-looking statements are expressed differently. This prospectus, and the documents we incorporate by reference, may also contain forward-looking statements attributed to third parties relating to their estimates regarding the markets we may enter in the future. All forward-looking statements address matters that involve substantial risks risk and uncertainties, and there are many important risks, uncertainties and other factors that could cause our future results, performance or achievements actual results to differ significantly materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among others, those related to the initiation and conduct of clinical trials, availability of data from clinical trials, expectations for regulatory approvals, our scientific approach and general development progress, the availability or commercial potential of our product candidates and other factors discussed in the "Risk Factors" section of the final prospectus for our initial public offering, which is on file with the Securities and Exchange Commission. In addition, the forward-looking statements included contained in this press release represent prospectus, and the Company's views only as of documents we incorporate by reference. You should also consider carefully the date statements under “Risk Factors” and other sections of this releaseprospectus, and the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those set forth in the forward- looking statements. The Company anticipates that subsequent events and developments will cause We caution investors not to place significant reliance on the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point contained in this prospectus, and the future, the Company specifically disclaims any documents we incorporate by reference. We undertake no obligation to do so. These publicly update or review any forward-looking statements should not be relied upon statements, whether as representing a result of new information, future developments or otherwise. We expect to use the Company's views as net proceeds from the sale of securities offered by this prospectus and the prospectus supplement for our clinical trials, if any, and preclinical programs, for other research and development activities and for general corporate purposes. These may include additions to working capital, repayment of existing indebtedness and acquisitions. If we decide to use the net proceeds of any date subsequent to offering of securities other than for our clinical trials, if any, and preclinical programs, for other research and development activities and for general corporate purposes, we will describe the date use of this releasethe net proceeds in the prospectus supplement for that offering.