ASSET PURCHASE AGREEMENT between STEMCELL TECHNOLOGIES CANADA ACQUISITIONS INC. and SQZ BIOTECHNOLOGIES COMPANY Dated December 21, 2023

Article 1 Sale and Transfer of Assets; Purchase Price; Closing

Article 2 Closing

Article 3 Representations and Warranties of Seller

Article 4 Representations and Warranties of Purchaser

Article 5 Covenants

Article 6 Closing Conditions

Article 7 Indemnification

Article 8 Additional Covenants

Article 9 Miscellaneous

Article 10 Termination

Article 1 Sale and Transfer of Assets; Purchase Price; Closing

Section 1.1

Section 1.2

Section 1.3

Section 1.4

Article 2 Closing

Section 2.1

Section 2.2

Section 2.3

Article 3 Representations and Warranties of Seller

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

Section 3.8

Section 3.9

Section 3.10

Section 3.11

Section 3.12

Section 3.13

Section 3.14

Section 3.15

Article 4 Representations and Warranties of Purchaser

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Article 5 Covenants

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.9

Section 5.10

Section 5.11

Article 6 Closing Conditions

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Article 7 Indemnification

Section 7.1

Section 7.2

Section 7.3

Section 7.4

Section 7.5

Section 7.6

Section 7.7

Section 7.8

Section 7.9

Section 7.10

Section 7.11

Section 7.12

Article 8 Additional Covenants

Section 8.1

Section 8.2

Article 9 Miscellaneous

Section 9.1

Section 9.2

Section 9.3

Section 9.4

Section 9.5

Section 9.6

Section 9.7

Section 9.8

Section 9.9

Section 9.10

Section 9.11

Section 9.12

Article 10 Termination

Section 10.1

Section 10.2

Section 10.3

Section 10.4

Section 10.5

Section 10.6

all fixed assets and items of machinery, equipment, including laboratory equipment, and all other tangible personal property of Seller, including the SQZ Platform and the Point-of-Care equipment, and all other tangible personal property of Seller set forth on Schedule 1.1.1 (the “Transferred Personal Property”);

that certain ▇▇▇▇▇▇▇ and Restated Exclusive Patent License Agreement (the “MIT Agreement”), dated as of December 2, 2015, by and between the Massachusetts Institute of Technology (“MIT”) and Seller, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time; and, to the extent assignable in accordance with their terms without the consent of the counterparty, (i) all Contributor Intellectual Property Assignment Agreements, (ii) that certain Separation Agreement, dated as of January 13, 2023, by and between Seller and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and (iii) that certain Separation Agreement and Release, dated as of December 12, 2022, by and between Seller and ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, with the MIT Agreement, the “Transferred Contracts”);

all Seller Technology including: (a) copies (in paper or electronic form) of the INDs, supported by and including copies evidencing such Government Authorizations issued to Seller by a Government Entity; (b) all Government Authorization applications and correspondence with Government Entities regarding any Government Authorization (including tracking files, meeting minutes and strategy materials); (c) all data, results and records of all studies, including the Laboratory Studies, Non-Clinical Studies and Clinical Studies, of Seller Products, including the HPV Studies, trial master files, drug master files and all other documents required to be kept by Applicable Law, all safety data and any GMP and GLP documentation for any Seller Product; and (d) all data or information, arising from development or manufacture of any Seller Product, including Software, design and engineering for the SQZ Platform, data included in the Government Authorizations and any applications therefore for any Seller Product, including design history files, technical files, drawings, designs, schematics, manufacturing information, validation documentation, quality documentation, research tools, laboratory notebooks, files and quality reports; and

the Transferred Intellectual Property (collectively, the “Transferred Assets”).

the INDs;

any inventory of the SQZ Clinical Product(s) or SQZ Therapeutic Product(s), including raw materials and other supplies therefor;

all cells owned or controlled by Seller;

the animal-handling equipment;

all Contracts other than the Transferred Contracts, including (i) all consulting Contracts with the individuals set forth on Schedule 1.2.5, (ii) software licenses, and (iii) any Contract primarily related to or entered into in connection with the Clinical Studies (other than for the avoidance of doubt, the MIT Agreement);

any refund of Seller Taxes or other Excluded Liability, any other Tax assets of Seller and Tax assets arising out of the Transferred Assets in any Pre-Closing Tax Period;

all cash and cash equivalents, securities, negotiable instruments, accounts receivable, notes and other amounts receivable;

all bank accounts;

all insurance policies and all rights, claims, credits or causes of action thereunder;

all real property;

furniture, office equipment, lap-top computers and supplies; and

all board minutes, minute books, stock registers, organizational documents, financial records and corporate records.

Assumed Liabilities

Excluded Liabilities

deliver to Purchaser a bill of sale, assignment and assumption agreement (the “Bill of Sale”), executed by ▇▇▇▇▇▇;

deliver to Purchaser assignments of all of the Transferred Intellectual Property (the “IP Assignments”), executed by Seller;

deliver to Purchaser an executed amendment to the MIT Agreement, substantially in the form attached hereto as Exhibit A (the “MIT Amendment”) duly executed by Seller and MIT;

deliver to Purchaser evidence of notice to MIT of the assignment of the MIT Agreement, as required by Section 10 thereunder;

deliver to Purchaser an executed assignment of the MIT Agreement, substantially in the form attached hereto as Exhibit B (the “MIT Assignment and Assumption Agreement”);

subject to Section 5.6, deliver to Purchaser possession or control of the Transferred Personal Property and the Seller Technology in Seller’s possession or control;

deliver to Purchaser the certificate contemplated by Section 6.2.3;

deliver to Purchaser an IRS Form W-9 executed by ▇▇▇▇▇▇;

deliver to Purchaser a list of all actions that, to the Knowledge of Seller, must be taken within 60 days after the Closing Date with respect to maintaining any of the Seller Registered Intellectual Property; and

deliver to Purchaser such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement.

pay an amount equal to the Purchase Price to Seller, by wire transfer of immediately available funds to such account as is designated by Seller in writing;

deliver to Seller the Bill of Sale, executed by ▇▇▇▇▇▇▇▇▇;

deliver to Seller the IP Assignments, executed by ▇▇▇▇▇▇▇▇▇;

deliver to Seller the MIT Assignment and Assumption Agreement, duly executed by Purchaser;

deliver to Seller the certificate contemplated by Section 6.3.3; and

deliver to Seller such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement.

Filed Tax Returns and Tax Payments

Seller has filed or caused to be filed on a timely basis (taking into account any extensions of time for such filings) all Tax Returns that were required to be filed by Seller with respect to the Transferred Assets pursuant to Applicable Laws. All such Tax Returns are complete and correct in all material respects. Except as set forth in Section 3.7 of the Disclosure Schedules, Seller is not currently the beneficiary of any extension of time within which to file any such Tax Return, and such extensions of time were applied for in the Ordinary Course of Business.

Seller has paid, or made provision for the payment of, all Taxes that have become due with respect to the Transferred Assets, except such Taxes, if any, that are set forth in Section 3.7 of the Disclosure Schedules and that are being contested in good faith by appropriate Proceedings and for which adequate reserves have been provided in the Interim Balance Sheet.

No claim has ever been made in writing by any Government Entity in a jurisdiction where Seller does not file Tax Returns with respect to the Transferred Assets that the Seller is subject to taxation by that jurisdiction with respect to the Transferred Assets.

All deficiencies asserted, or assessments made, with respect to the Transferred Assets against Seller as a result of any examinations by any taxing authority have been fully paid.

Audited or Closed Tax Years

There are no pending or threatened in writing audits, investigations, disputes, notices of deficiency, claims or other Proceedings relating to Taxes with respect to the Transferred Assets, nor has Seller agreed to any extension of time or waived any statute of limitations with respect thereto.

Except as set forth in Section 3.7 of the Disclosure Schedules, no Lien for Taxes exists with respect to any Transferred Assets, except statutory Liens for Taxes not yet due and payable.

Miscellaneous

Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

Seller has not participated in any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b).

None of the Transferred Assets is (i) required to be treated as being owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) subject to Section 168(g)(1)(A) of the Code, or (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code.

Except as set forth in Section 3.8 of the Disclosure Schedules:

except as would not reasonably be expected to, individually or in the aggregate, be material to Seller’s ownership or use of the Transferred Assets (taken as a whole), since January 1, 2020, Seller has been in compliance with each Applicable Law that is or was applicable to it or the conduct of Seller’s Business or the ownership or use of the Transferred Assets;

Seller has not received any written notice or, to the Knowledge of Seller, oral communication from any Government Entity regarding any actual or alleged violation of, or failure to comply with, any Applicable Law affecting the Transferred Assets or Assumed Liabilities; and

to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) could constitute or result in a material violation by Seller of, or a material failure on the part of Seller to comply with, any Applicable Law affecting the Transferred Assets or Assumed Liabilities.

Section 3.8 of the Disclosure Schedules lists each IND held by Seller in relation to the HPV Studies. Each IND listed in Section 3.8 of the Disclosure Schedules is valid and in full force and effect. Except as set forth in Section 3.8 of the Disclosure Schedules, since January 1, 2020:

Seller has been in material compliance with each such IND listed in Section 3.8 of the Disclosure Schedules; and

Seller has not received any written notice or, to the Knowledge of Seller, oral communication from any Government Entity regarding (A) any actual or alleged violation of, or failure to comply with, any IND, or (B) any actual, or proposed revocation, suspension, cancellation, termination, or material modification of any IND.

the HPV Studies are the only Clinical Studies performed by or on behalf of Seller;

except pursuant to the HPV Studies, no SQZ Therapeutic Product or third party product produced using a SQZ Platform has been administered to humans or the subject of a Clinical Study;

Except as would not reasonably be expected to, individually or in the aggregate, be material to Seller’s ownership or use of the Transferred Assets (taken as a whole), Seller: (A) is and, since January 1, 2020, has been in compliance with all Applicable Health Laws and the requirements of the FDA with respect to the manufacture and use of Seller Products, the manufacture of any third party product produced using a SQZ Platform, Seller’s Laboratory Studies, Non-Clinical Studies and the HPV Studies; (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other written correspondence or notice from the FDA or any other Government Entity alleging or asserting material noncompliance with any Applicable Health Laws or any Government Authorizations required by any such Applicable Health Laws; (C) possesses all material Government Authorizations necessary for the use of the Transferred Assets and Assumed Liabilities and the performance of the HPV Studies and such Government Authorizations are valid and in full force and effect and Seller is not in material violation of any term of any such Government Authorizations; (D) has not received notice of any Proceeding or other action from the FDA or any other Government Entity alleging that any Seller Product, Seller Service, or any operation or activity by Seller or to the Knowledge of Seller, on behalf of Seller in relation to the Transferred Assets is in material violation of any Applicable Health Laws or Government Authorizations and Seller has no Knowledge that the FDA or any Government Entity is considering any such a Proceeding; (E) has not received written notice that the FDA or any Government Entity has taken, is taking or intends to take action to limit, suspend, materially modify or revoke any material Government Authorizations and has no Knowledge that the FDA or any Government Entity is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Health Laws or Government Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission);

the Laboratory Studies, Non-Clinical Studies, and HPV Studies conducted by or on behalf of Seller were and, if still ongoing, are being conducted in all material respects in accordance with all applicable Government Authorizations and Applicable Health Laws; and

Seller and, to the Knowledge of Seller, its Representatives, before or during their employment with Seller or providing services to Seller, is and are not and have not been debarred, excluded or suspended from any federal healthcare program (as defined in 42 U.S.C. § 1320a-7b(f)) or any other government healthcare program or human clinical research, including under 21 U.S.C. § 335a or any similar Applicable Law. Neither Seller nor, to the Knowledge of Seller, its Representatives is or are subject to or have notice of a Proceeding that could reasonably be expected to result in debarment, suspension, or exclusion.

Seller Intellectual Property Rights

Disclosure of Certain Intellectual Property. Section 3.13.1.1 of the Disclosure Schedules sets forth a list of all Net Names owned by Seller (including the expiration date) and Seller Registered Intellectual Property, grouped by Patents and Trademarks, setting forth for each of the foregoing, as applicable, the current owner, title, application number, filing date and jurisdiction, and registration number for each item of such Seller Registered Intellectual Property.

Enforceability; No Challenges. Except as set forth on Section 3.13.1.2 of the Disclosure Schedules, to the Knowledge of Seller, (a) each registration of Seller Registered Intellectual Property is subsisting; (b) each item of Seller Registered Intellectual Property that has been issued, registered or granted has been determined by the relevant Registration Office to be valid and subsisting, and (c) all applications for Seller Registered Intellectual Property, if allowed or granted, has been determined by the relevant Registration Office to be valid. Without limiting the foregoing, to the Knowledge of Seller, Seller has not taken any actions that would result in a Patent included in Seller Registered Intellectual Property being invalid (including any disclosure, publication or sale of

Proper Filing. All Seller Registered Intellectual Property has been applied for or registered in the name of Seller. With respect to each item of Seller Registered Intellectual Property, all legal and agents fees for services and related expenses incurred due to be made or paid as of the date of this Agreement have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Registration Office) and certificates, due before the date of this Agreement, have been timely filed with all relevant Registration Offices for the purposes of maintaining such Intellectual Property, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. Section 3.13.1.3 of the Disclosure Schedules is a list of all actions, dated as of the date on the Disclosure Schedule, that, to the Knowledge of Seller, must be taken within 60 days after the date hereof: (i) with respect to any of the Seller Registered Intellectual Property; and (ii) with respect to any Seller Licensed Intellectual Property that is Registered Intellectual Property and in respect of which Seller manages or participates in the prosecution of such Seller Licensed Intellectual Property; in each case including payment of any filing, examination, registration, maintenance, renewal and other fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property to avoid loss or abandonment thereof, in each case in accordance with Applicable Law.

Trademarks. Seller has not registered with a Registration Office any Copyrights. With respect to all Trademarks included in Seller Registered Intellectual Property, to the Knowledge of Seller, each such item has not lapsed, expired or been abandoned and has not been revoked, cancelled or rejected by any Registration Office. With respect to such Trademarks, Seller has taken all commercially reasonable measures and precautions necessary to protect, control and maintain such Trademarks and the full value of and goodwill associated with such Trademarks.

Patents. To the Knowledge of Seller, with respect to all Patents included in Seller Registered Intellectual Property and all Patents that have been filed or registered with a Registration Office, (A) such Patents have been prosecuted in good faith and (B) Seller and its patent counsel have complied with their duty of candor and disclosure to all Registration Offices with respect to such Patents and have made no misrepresentations in connection with the prosecution or maintenance of such Patents.

Trade Secrets. Seller has taken all commercially reasonable measures and precautions necessary to protect and maintain the confidentiality and value of all Trade Secrets included in Seller Owned Intellectual Property and to avoid the misappropriation of Trade Secrets owned by others.

Ownership of and Right to Use Seller Intellectual Property; No Liens

Except as set forth on Section 3.13.2.1 of the Disclosures Schedules, Seller is the sole and exclusive owner of all right, title and interests in and to all Seller Registered Intellectual Property, free and clear of all Liens, other than Permitted Liens. Seller has not transferred ownership of, or except as specifically identified in Section 3.13.2.1 of the Disclosure Schedules, granted any exclusive license with respect to, any Seller Registered Intellectual Property to any Person, and Seller has not permitted the rights of Seller in any Seller Registered Intellectual Property to enter into the public domain.

Seller has the right to use the Seller Licensed Intellectual Property.

Agreements Related to Seller Intellectual Property

Disclosure of Outbound Licenses. Except as set forth the in Section 3.13.3.1 of the Disclosure Schedules, Seller has not granted and is not required to grant to any Person any right under or license (expressly, by implication, by estoppel or otherwise), any covenant not to assert or sue or other immunity from suit under or any other rights, to any current or future Seller Intellectual Property, or where Seller has undertaken or assumed any obligation not to assert any current or future Seller Intellectual Property against any Person prior to asserting any Seller Intellectual Property against any other Person or any obligation to exhaust remedies as to any Seller Intellectual Property against one or more Persons prior to seeking remedies against any other Person.

Disclosure of Inbound Licenses. Section 3.13.3.2 of the Disclosure Schedules lists all Contracts for Seller Licensed Intellectual Property material to the Transferred Assets.

No Joint Ownership in Seller Intellectual Property. Except as disclosed in Section 3.13.4 of the Disclosure Schedules, Seller does not jointly own any right, title or interest with any other Person of any Seller Owned Intellectual Property.

No Infringement by Other Persons. Except as set forth in Section 3.13.5 of the Disclosure Schedules, to the Knowledge of Seller, no Seller Owned Intellectual Property or Seller Licensed Intellectual Property that is exclusively licensed to Seller is currently being, or since January 1, 2020 has, infringed, misappropriated or violated by any operation or conduct of any Person.

No Infringement by Seller. To the Knowledge of Seller, the use of the Transferred Assets and Assumed Liabilities, including the making, using, offering for sale, selling, distributing and/or importing of Seller Products and the performance of Seller Services has not since January 1, 2020, and does not currently violate, infringe (including contributory infringement and inducement to infringe) or misappropriate the Intellectual Property of any Third Party. Since January 1, 2020, Seller has not received any written notification, that Seller Business violates, infringes (including contributory infringement and inducement to infringe) or misappropriates any Third Party’s Intellectual Property. Seller has not obtained any non-infringement, freedom to operate, clearances or invalidity opinions from counsel (inside or outside counsel) regarding Seller Business or any Seller Product or Seller Service.

Employee and Contractor Agreements. Except as set forth in Section 3.13.7 of the Disclosure Schedules, to the Knowledge of Seller, all current and former employees, consultants and independent contractors of Seller who are or were materially involved in the creation or development of any Seller Owned Intellectual Property (any such Person, a “Contributor”) have executed and delivered to Seller a written agreement regarding the confidentiality of proprietary information and the irrevocable present assignment to Seller of all right, title, and interest such in Seller Owned Intellectual Property (each, a “Contributor Intellectual Property Assignment Agreement”). Each such agreement is substantially consistent with to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously made available by Seller to Purchaser. Except as disclosed in Section 3.13.7 of the Disclosure Schedules, to the Knowledge of Seller, no current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Seller.

No Government Funding. To the Knowledge of Seller, no funding, facilities, resources or personnel of any Government Entity was used in connection with the development or creation, in whole or in part, of any Seller Owned Intellectual Property such that there is an automatic license to any Government Entity of any Seller Owned Intellectual Property, any obligation to report utilization of any Seller Owned Intellectual Property or an obligation to manufacture such Seller Owned Intellectual Property in the United States of America.

No Limits on Purchaser’s Rights. Other than pursuant to the MIT Agreement, the execution or performance of this Agreement contemplated hereby, or the consummation of the transactions contemplated by this Agreement, will not cause: (i) Seller to grant to any other Person any right to or with respect to any Seller Intellectual Property, (ii) Seller to be bound by, or subject to, any non-compete or other restriction on the operation or scope of its businesses, or (iii) Seller to be obligated to pay any royalties or other fees or consideration with respect to Intellectual Property of any Person in excess of those payable by Seller in the absence of this Agreement or the transactions contemplated hereby.

neither Seller nor any other person makes any representations or warranties, whether express, implied or statutory, with respect to the Transferred Assets or the Assumed Liabilities or the probable success or profitability of the Transferred Assets or otherwise, including any implied warranties or merchantability, fitness for a particular purpose, including as to (a) the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, (b) the operation of the Transferred Assets by Purchaser after the Closing or (c) the probable success or profitability of the Transferred Assets after the Closing.

Seller hereby disclaims all Liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, advice, information, documents, projections, forecasts or other material made available to Purchaser or its Affiliates or representatives) in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the Agreement, the Transaction Documents or any of the other transactions contemplated hereby and thereby.

Subject in each case to Section 5.3, except (w) for matters set forth in Section 5.2 of the Disclosure Schedules, (x) as otherwise permitted or required by the terms of the Transaction Documents, or (y) as required by Applicable Law, in each case, during the Pre-Closing Period, Seller shall use commercially reasonable efforts to:

preserve the Transferred Assets in all material respects, and in any event, in a state of repair and condition that complies with Applicable Laws;

comply with all Applicable Laws applicable to Seller or the Transferred Assets and the terms of the MIT Agreement; and

Subject in each case to Section 5.3, in addition to (and without limiting the generality of) Section 5.2.1, except (v) as set forth in Section 5.2 of the Disclosure Schedules, (w) as otherwise permitted or required by the terms of the Transaction Documents, (x) as required by Applicable Law, or (y) for any actions or omissions taken (including the cessation or reduction of activities), or any plans, procedures and practices adopted (and compliance therewith), in connection with the mitigation (or attempted mitigation) of risks associated with COVID-19, in each case, during the Pre-Closing Period, Seller shall not do any of the following without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

mortgage, pledge or subject the Transferred Assets to any Liens (other than Permitted Liens);

terminate the MIT Agreement or any other Transferred Contract;

transfer or grant any rights or options in or to any of the Transferred Assets;

transfer or agree to transfer to any Third Party any rights under any licenses, sublicenses or other agreements with respect to any Transferred Intellectual Property;

fail to pay all payables and Taxes relating to the Transferred Assets as and when due and payable in the Ordinary Course of Business;

make, rescind or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, prepare any Tax Return in a manner inconsistent with past practices, file any Tax Return other than in the Ordinary Course of Business consistent with past practices or any amendment to a Tax Return other than as may be required by Applicable Law, fail to file, on a timely basis, including allowable extensions, with any Tax Authority, any Tax Return, failure to timely pay or remit (or cause to be timely paid or remitted) any Taxes due, enter into any closing agreement (including an advance Tax ruling and/or an advance pricing agreement), settle any claim or assessment in respect of Taxes, request a ruling with respect to Taxes, surrender any right to claim a refund, offset or other reduction in Tax, incur any material Tax liability outside the Ordinary Course of Business, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, in each case, solely to the extent any such Taxes arise out of, or such Tax Return is filed with respect to, the Transferred Assets and such action would reasonably be expected to adversely affect the Transferred Assets after the Closing Date;

(A) initiate any litigation or arbitration actions against MIT or any counterparty to any other Transferred Contract or (B) make any claims or demands for breach against MIT or any counterparty to any other Transferred Contract, or threaten to take any such action;

initiate any litigation or arbitration actions against any Third Party with respect to any Transferred Intellectual Property, or threaten to take any such action; or

agree to take any of the actions specified in this Section 5.2.

any occurrence that has caused any representation or warranty of Seller contained in Article 3 to be untrue or inaccurate in a manner that would cause the condition set forth in Section 6.2.1 not to be satisfied;

any occurrence that has caused any covenant of Seller in this Article 5 or any occurrence that could make the satisfaction of any condition in Article 6 not to be satisfied; provided, however, that no such notice will be deemed to have cured any breach of any covenant or affect any right or remedy under this Agreement;

receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under the MIT Agreement;

receipt of any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement (unless such consent has been obtained or is described in the Disclosure Schedules);

receipt of any notice or other communication from any Government Entity in connection with the Transaction;

the commencement of any Proceeding or, to the Knowledge of Seller, the threat of any Proceeding involving or affecting Seller or any of the Transferred Assets or Assumed Liabilities; or

the occurrence of any event that resulted in, or could reasonably be expected to result in, a Material Adverse Effect of Purchaser.

Prosecution of Intellectual Property. During the Pre-Closing Period, Seller shall use commercially reasonable efforts to preserve the Seller Registered Intellectual Property, including by the filing, prosecution and maintenance of the Seller Registered Intellectual Property and defending or prosecuting office actions, prosecutions or interferences, and, if the Closing occurs, Purchaser shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller related thereto no earlier than 30 days following the Closing, and in any event, against an invoice delivered to the Purchaser in respect of same. Purchaser shall have no obligation to reimburse Seller for costs and expenses incurred by Seller related to such matters referred to in the preceding sentence if Seller fails to abandon or not take any further steps towards the filing, prosecution and maintenance of any particular Transferred Intellectual Property upon the request by Purchaser therefore.

Licensing of Intellectual Property. From and after the Closing, Seller shall use commercially reasonable efforts to withdraw the INDs and close out the HPV Studies. From and after the Closing and until the earlier of the date on which (a) the INDs are withdrawn and the HPV Studies are closed out; and (b) three years from the Closing, Purchaser hereby grants to Seller a non-exclusive license under the Transferred Intellectual Property to withdraw the INDs and close out the HPV Studies.

Use of Trademarks and Net Names. Purchaser shall permit Seller to use the Trademarks and Net Names included in the Seller Intellectual Property on a non-exclusive basis that were used by Seller or its Affiliates immediately prior to the Closing solely to the extent necessary to continue operations of Seller until completion of the wind-down of its organization and dissolution under Applicable Laws. Upon such dissolution, Seller shall cease using the Trademarks and Net Names included in the Seller Intellectual Property. Seller will comply with Purchaser’s reasonable requests for usage guidelines, quality control, and presentation of the Trademarks, and will not modify the Trademarks. This license is terminable by notice on material breach of Seller’s obligations in this Section 5.7.3.

For a period of two years following the Closing Date:

Seller shall not, directly or indirectly, engage in, invest in, own, manage, operate, control, advise or, render services to any Person engaged in a Competing Business; provided, however, that any Seller may acquire or otherwise own less than 5% of the outstanding capital stock of a Person that is listed on any national securities exchange or which is registered under Section 12(g) of the Exchange Act.

Seller shall not, directly or indirectly, knowingly cause, induce, or attempt to cause or induce any Person that was, as of the Closing Date, a consultant or independent contractor of Seller to terminate such relationship.

Seller shall not make any public statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or defames Purchaser, the Seller Business, Seller Products or Seller Services.

Seller agrees that this Section 5.8, including the provisions relating to duration and scope, is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Transferred Assets, and to prevent an unfair advantage from being conferred on Seller.

If any provision of this Section 5.8 would be held to be excessively broad as to duration, geographical area, scope, activity, or subject, for any reason, such provision shall be modified, by limiting and reducing it, so as to be enforceable to the extent allowed by Applicable Laws.

Solicitation or Negotiation. Seller agrees that, except as expressly permitted by this Section 5.10, it will not, and it will direct and use its commercially reasonable efforts to cause its Affiliates and Representatives not to:

initiate, solicit, knowingly facilitate or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or continue to do any of the foregoing;

engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, except to notify such Person of the existence of this Section 5.10; or

approve, support, adopt, endorse or recommend or enter into any agreements or other instruments (whether binding or not binding) any Acquisition Proposal or any Contract with respect thereto.

Ceasing Discussions. Seller will and will direct and use its commercially reasonable efforts to cause its Representatives to, immediately cease any and all existing discussions or negotiations with any Third Parties conducted heretofore with respect to, or that could lead to, any Acquisition Proposal.

Response to Acquisition Proposals. Notwithstanding anything in the foregoing to the contrary, prior to, but not after, the date and time at which the Shareholder Approval is obtained (“End Date”), if Seller or its Representatives receive a bona fide written Acquisition Proposal that did not result from a breach of this Section 5.10, Seller and its Representatives may (i) after having complied with Section 5.10.6, provide information in response to a request therefor by the Person who has made such Acquisition Proposal but only if Seller receives from the Person so requesting such information an executed confidentiality agreement on terms no less restrictive in the aggregate to such Person than those contained herein and prior to or concurrently with disclosing any information to such Person or any of its Affiliates or Representatives in response to such Acquisition Proposal, Seller makes such information available to Purchaser (to the extent such information has not been previously made available to Purchaser); (ii) after having complied with Section 5.10.6, engage or participate in any discussions or negotiations with such Person; and (iii) after having complied with Section 5.10.4, approve, recommend, or otherwise declare advisable or propose to approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only to the extent that, (A) prior to taking any action described in clause (i) or (ii) above, the Seller Board determines in good faith after consultation with outside legal counsel that the failure to take such action, in light of the Acquisition Proposal and the terms of this Agreement, would be inconsistent with the directors’ fiduciary duties under Applicable Law, (B) in each such case referred to in clause (i) or (ii) above, the Seller Board has determined in good faith based on the information then available and after consultation with outside legal counsel and Seller’s financial advisor that such Acquisition Proposal either constitutes a Superior Proposal or would be reasonably likely to result in a Superior Proposal, and (C) in the case referred to in clause (iii) above, the Seller Board determines in good faith (after consultation with outside legal counsel and Seller’s financial advisor) that such Acquisition Proposal is a Superior Proposal.

Change of Recommendation; Alternative Acquisition Agreement

The Seller Board and each committee of the Seller Board will not, directly or indirectly:

(1) except as expressly permitted by this Section 5.10, withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Purchaser, the Seller Board Recommendation with respect to the transactions contemplated by this Agreement, or (2) approve, propose to approve, resolve to approve, recommend or otherwise declare advisable (publicly or otherwise), any Acquisition Proposal; or

except as expressly permitted by, and after compliance with, Section 10.5.1, cause or permit Seller to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other Contract (other than a confidentiality agreement referred to in Section 5.10.2 entered into in compliance with Section 5.10.2) (an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal.

Notwithstanding anything to the contrary set forth in this Agreement, the Seller Board may withhold, withdraw, qualify or modify the Seller Board Recommendation (a “Change of Recommendation”) prior to the End Date if the Seller Board determines in good faith based on information then available, after consultation with outside legal counsel and its financial advisor, that an Acquisition Proposal is a Superior Proposal and, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with directors’ fiduciary duties under Applicable Law; provided, however, that Seller will not effect a Change of Recommendation in connection with a Superior Proposal, or take any action pursuant to Section 10.5.1 with respect to a Superior Proposal unless: (A) Seller notifies Purchaser in writing, 10 calendar days in advance, that it intends to effect a Change of Recommendation in connection with a Superior Proposal, or to take action pursuant to Section 10.5.1 with respect to a Superior Proposal, which notice will specify the reasons for such action and will specify the identity of the party who made such Superior Proposal and, in reasonable detail, all of the material terms and conditions of such Superior Proposal and attach the most current version of the agreement reflecting such terms and conditions; (B) after providing such notice and prior to making such Change of Recommendation in connection with a Superior Proposal, or taking any action pursuant to Section 10.5.1 with respect to a Superior Proposal, Seller will negotiate in good faith with Purchaser during such 10 calendar day period (to the extent that Purchaser desires to negotiate) to make such revisions to

A Change of Recommendation may also be made at any time prior to the End Date if:

there shall occur or arise after the date of this Agreement and prior to the receipt of the Shareholder Approval a material and fundamental development or material and fundamental change in circumstances that relates to the Transferred Assets that does not relate to any Acquisition Proposal (any such material development or material change in circumstances unrelated to an Acquisition Proposal being referred to in this Agreement as an “Intervening Event”); provided, however, that in no event shall the receipt, existence or terms of any Acquisition Proposal or any inquiry, offer, request or proposal that would reasonably be expected to lead to an Acquisition Proposal constitute or be deemed to contribute to or otherwise be taken into account in determining whether there has been an Intervening Event;

Seller had no Knowledge of such Intervening Event as of the date of this Agreement and such Intervening Event was not reasonably foreseeable;

the Seller Board determines in good faith, after consultation with outside legal counsel, that, in light of such Intervening Event, the failure to make a Change of Recommendation, if this Agreement were not amended or an alternative transaction with Purchaser were not entered into, would be inconsistent with the directors’ fiduciary duties under Applicable Law;

a Change of Recommendation is not made at any time within the period of 10 calendar days after ▇▇▇▇▇▇▇▇▇ receives written notice from Seller confirming that the Seller Board has determined that the failure to make a Change of Recommendation in light of such Intervening Event would be inconsistent with the directors’ fiduciary duties under Applicable Law (which notice specifies, in reasonable detail, the reasons for such action);

during such 10-calendar day period, if requested by Purchaser, Seller engages in good faith negotiations with Purchaser to amend this Agreement or enter into an alternative transaction with Purchaser so that the failure to make a Change of Recommendation in light of such Intervening Event would not be inconsistent with the directors’ fiduciary duties under Applicable Law; and

at the end of such 10 calendar day period, the Seller Board determines in good faith, after consultation with outside legal counsel, that the failure to make a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under Applicable Law in light of such Intervening Event (taking into account any written proposal submitted to Seller by Purchaser to amend this Agreement or enter into an alternative transaction with Purchaser as a result of the negotiations contemplated by Section 5.10.4.3.5).

Certain Permitted Disclosure; Standstills

Nothing in this Agreement shall prohibit Seller or the Seller Board from disclosing to Seller’s shareholders a position with respect to a tender offer by a Third Party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or Item 1012(a) of Regulation M-A; provided, however, that unless such disclosure consists solely of a “stop, look and listen” communication containing only statements contemplated by Rule 14d-9(f) under the Exchange Act, Seller shall first comply with Section 5.10.4 and Section 5.10.6, to the extent applicable to such disclosure.

Seller shall not grant any waiver or release under, or fail to enforce, any standstill or similar agreement; provided, however, at any time prior to the End Date, Seller may grant a waiver or release under any standstill agreement if the Seller Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action

Notice. Seller agrees that it will promptly (and, in any event, within 72 hours) notify Purchaser if any proposals or offers with respect to an Acquisition Proposal are received by, any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the identity of the Person making the proposal or offer and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed Contracts) and thereafter will keep Purchaser informed on a current (and no less than daily basis) of the status of any such discussions or negotiations. In the event that any party modifies its Acquisition Proposal in any respect, Seller will notify Purchaser within 72 hours of receipt of such modification of the fact that such Acquisition Proposal has been modified and the terms of such modification (including, if applicable, copies of any written documentation reflecting such modification). Seller agrees that it will not enter any confidentiality (or similar) agreement subsequent to the date of this Agreement that prohibits Seller from providing to Purchaser such material terms and conditions and other information. Seller will promptly (and in any event within 72 hours thereafter) notify Purchaser of the identity of any Person with which Seller enters into such a confidentiality (or similar) agreement.

As promptly as practicable after the date hereof Seller shall prepare and file with the SEC a preliminary proxy statement to be used in connection with the solicitation of proxies for use at the Shareholder Meeting (the “Proxy Statement”). Seller and Purchaser shall use commercially reasonable efforts to respond to any comments of the SEC and its staff, and Seller shall file a definitive Proxy Statement as soon as reasonably practicable following resolution of any SEC comments and mail to its shareholders the Proxy Statement and all other proxy materials for such Shareholder Meeting. Each of Seller and Purchaser shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. If necessary, in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, Seller shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to

Seller shall, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and Seller’s Organizational Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholder Meeting”) for the purpose of obtaining the Shareholder Approval and the other matters described in this Section 5.11.2 as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Seller Board after consultation with Purchaser). Seller shall use commercially reasonable efforts to solicit from its shareholders proxies for the purposes of obtaining the Shareholder Approval and to obtain Shareholder Approval in accordance with the DGCL, Seller’s Organizational Documents and the Exchange Act. Seller shall, upon the reasonable request of Purchaser, advise Purchaser at least on a daily basis on each of the last five Business Days prior to the date of the Shareholder Meeting as to the aggregate tally of proxies received by Seller with respect to the Shareholder Approval. Without the prior written consent of Purchaser, the adoption of this Agreement and the transactions contemplated hereby and the anticipated dissolution of Seller shall be the only matters (other than procedural matters) that Seller shall propose to be acted on by the shareholders of Seller at the Shareholder Meeting.

Purchaser shall furnish all information concerning Purchaser as may be reasonably requested in connection with the preparation and filing with the SEC of the Proxy Statement so as to comply with Applicable Law. Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and definitive Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in good faith in such document any comments reasonably and timely proposed by Purchaser and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Purchaser and its counsel with copies of any written comments, and advise Purchaser and its counsel of any comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Purchaser and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by ▇▇▇▇▇▇▇▇▇ and its counsel. Purchaser hereby represents, covenants and agrees that none of the information to be supplied by or on behalf of Purchaser or any Affiliate thereof for inclusion or incorporation by reference in the Proxy Statement shall, at the date it is first mailed to the shareholders of Seller or at the time of the Shareholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by Purchaser with respect to statements made or incorporated by reference therein to the extent based on information supplied by Seller in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein.

No Injunction; No Legal Impediment

Shareholder Approval

(i) the Seller Fundamental Representations shall be true and correct in all material respects as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), and (ii) all other representations and warranties of Seller contained in Article 3 shall be true and correct (without giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except for inaccuracies of such other representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to result in a Material Adverse Effect;

Seller shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and

Purchaser shall have received a certificate of an authorized signatory of Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.2.1 and Section 6.2.2 applicable to such Party have been satisfied.

the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without giving effect to any materiality qualifications set forth therein) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates would not materially interfere with, prevent, or materially delay the Closing;

Purchaser shall have performed or complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing; and

Seller shall have received a certificate of an authorized signatory of Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.3.1 and Section 6.3.2 have been satisfied.

Subject to Section 10.1, all representations, warranties, covenants, and obligations in this Agreement, the Disclosure Schedules, the supplements to the Disclosure Schedules, and any certificate, document, or other writing delivered pursuant to this Agreement will survive the Closing and the consummation and performance of the Transactions.

No party shall be entitled to indemnification, payment, reimbursement, or other remedy for any Losses resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had Knowledge (in the case of Seller) or actual knowledge of Luba Metlitskaia or ▇▇▇▇ ▇▇▇▇▇▇▇▇ (in the case of Purchaser) of such breach: (i) on or prior to the date of this Agreement, or, (ii) during the Pre-Closing Period, and in the case of clause (ii), such breach would have relieved Purchaser of its obligation to consummate the Transactions.

The waiver of any condition relating to any representation, warranty, covenant, or obligation will not affect the right to indemnification, payment, reimbursement, or other remedy based upon such representation, warranty, covenant, or obligation.

any breach of any representation or warranty made by Seller in this Agreement; and

any breach or non-fulfillment of any covenant or agreement of Seller set forth in this Agreement; and

the Excluded Assets and the Excluded Liabilities.

any breach of any representation or warranty made by Purchaser in this Agreement;

any breach or non-fulfillment of any covenant or agreement of Purchaser set forth in this Agreement; and

any Assumed Liability.

Deductible.

No Purchaser Indemnified Person shall be entitled to indemnification under Section 7.2 with respect to any claim for indemnification unless and until the aggregate amount of Losses incurred by the Purchaser Indemnified Persons, taken together, exceeds $250,000 (the “Deductible”), in which case, the Purchaser Indemnified Persons shall be entitled to indemnification in respect of the first dollar of losses and not only the portion of Losses that exceeds the Deductible (subject to all the other terms and conditions set forth herein). For clarity, the Deductible shall not apply to claims for breaches of Seller Fundamental Representations.

No Seller Indemnified Persons shall be entitled to indemnification under Section 7.3 with respect to any claim for indemnification unless and until the aggregate amount of Losses incurred by the Seller Indemnified Persons, taken together, exceeds the Deductible, in which case the Seller Indemnified Persons shall be entitled to indemnification in respect of the first dollar of Losses and not only the portion of Losses that exceeds the Deductible (subject to all the other terms and conditions set forth herein).

Cap.

The maximum aggregate amount of indemnifiable Losses payable by Seller under Section 7.2 in respect of all claims made thereunder shall not exceed $590,000 (the “Cap”); provided, however, that the maximum aggregate amount of indemnifiable Losses payable by Seller under Section 7.2 in respect of all claims with respect to breaches of any Seller Fundamental Representation shall not exceed the Purchase Price.

The maximum aggregate amount of indemnifiable Losses payable by Purchaser under Section 7.3 in respect of all claims made thereunder shall not exceed the Cap.

Promptly after receipt by an Indemnified Person of notice of the commencement of any Proceeding involving a Third Party (such Proceeding, a “Third Party Claim”), such Indemnified Person shall give to Seller or Purchaser, as applicable (each, an “Indemnifying Person”) written notice of such Third Party Claim (i) describing in reasonable detail in light of the circumstances then known to such Indemnified Person the nature of such claim, (ii) including a copy of all papers served with respect to such claims (to the extent in the possession of the Indemnified Person) and (iii) specifying the estimated amount of the Losses, if known (the “Third-Party Claim Notice”), provided, however, that no failure or delay on the part of an Indemnified Person in notifying an Indemnifying Person will relieve the Indemnifying Person from any obligation under this Article 7 except to the extent that the failure or delay materially prejudices the defense of the Third-Party Claim by the Indemnifying Person.

Except as provided in Section 7.7.3, the Indemnifying Person may elect to assume the defense of the Third-Party Claim with counsel satisfactory to the Indemnified Person by giving notice to the Indemnified Person of its election to assume the defense of the Third-Party Claim no later than 30 days after the Indemnified Person gives a Third-Party Claim Notice.

If the Indemnifying Person elects to assume the defense of a Third-Party Claim:

it shall diligently conduct the defense and, except in the case of fraud, bad faith, gross negligence or wilful misconduct, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation;

the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief from the Indemnifying Person under this Agreement for any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim (subject to the provisions of Section 7.6);

no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (I) there is no finding or admission of any violation by the Indemnified Person of any Applicable Law or any rights of any Person, (II) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and

the Indemnifying Person shall have no Liability with respect to any compromise or settlement of such claims effected without its consent.

If the Indemnifying Person does not assume the defense of a Third-Party Claim in the manner and within the period provided in Section 7.7.2.1, or if the Indemnifying Person does not diligently conduct the defense of a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person and the Indemnifying Person shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

The Indemnifying Person shall not be entitled to assume the defense of any Third-Party Claim if: (i) such Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (ii) such Third-Party Claim seeks or involves an injunction, equitable or other relief against the Indemnified Person other than monetary damages for which it would be entitled to relief under this Agreement. Notwithstanding the foregoing, if the defendants in any such action include both the Indemnifying Person and the Indemnified Person, and the Indemnified Person reasonably in good faith shall have concluded that there may be a conflict between the positions of the Indemnifying Person and the Indemnified Person in conducting the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Person, then the Indemnified Person shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of the Indemnified Person, in which case the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Person. In each of the circumstances set out in this Section 7.7.3, by notice to the Indemnifying Person, the Indemnified Person may assume the exclusive right to defend, compromise, or settle such Third-Party Claim.

Notwithstanding the provisions of Section 9.8, Indemnifying Person consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein.

With respect to any Third-Party Claim subject to this Article 7:

any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceeding at all stages thereof where such Person is not represented by its own counsel; and

both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

In addition to Section 9.9, with respect to any Third-Party Claim subject to this Article 7, the parties shall cooperate in a manner to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that:

it shall use commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with Applicable Law and rules of procedure); and

all communications between any party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Any claim under this Article 7 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

To recover any Loss under the indemnification obligations set forth in Section 7.2 or Section 7.3, an Indemnified Person must deliver to the Indemnifying Person on or before a date no later than one (1) Business Day following the Survival Period a certificate signed by any authorized representative of the Indemnified Person (a “Claim Certificate”) stating that Loss exists with respect to the indemnification obligations set forth in Section 7.2 or Section 7.3, and specifying in reasonable detail (based on the information then known) the individual items of such Loss included in the amount so stated, and the misrepresentation, breach of warranty, covenant or claim to which such item is related, including the relevant Section of this Agreement.

The Indemnifying Person shall have a period of forty-five (45) days from and after delivery of any Claim Certificate to deliver to the Indemnified Person a response, in which the Indemnifying Person shall: (i) agree that the Indemnified Person is entitled to receive all of the requested Loss or (ii) dispute that the Indemnified Person is entitled to receive the requested Loss.

If the Indemnifying Person has not delivered a response before the expiration of the forty-five (45) day period referred to in Section 7.10.2 disputing any claim or claims made in the Claim Certificate, the Indemnified Person shall, subject to the provisions of this Article 7, be entitled to recover such Loss.

If the Indemnifying Person disputes any claim or claims made in any Claim Certificate, the Indemnified Person shall have forty-five (45) days to respond in a written statement to the objection of the Indemnifying Person. If after such forty-five (45) day period there remains a dispute as to any claims, the Indemnifying Person and the Indemnified Person shall attempt in good faith for forty-five (45) days to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnifying Person and the Indemnified Person should so agree, a memorandum setting forth such agreement shall be prepared and signed by Indemnifying Person and the Indemnified Person.

After the Closing, Seller shall cooperate with Purchaser and its counsel and shall use commercially reasonable best efforts, at Purchaser’s sole cost and expense, to cause its employees and contractors to be available to Purchaser in connection with the institution or defense of any Proceeding, whether existing, threatened, or anticipated, involving or relating to the Transactions, Purchaser, or Seller, including providing testimony, Records, and other information.

Seller and Purchaser will make available to the other any Records in the non-requesting party’s custody or control for the purpose of preparing any financial statement. The party requesting such Records will reimburse the non-requesting party for the reasonable out-of-pocket costs and expenses incurred by the non-requesting party. The non-requesting party will afford access to such Records during normal business hours, upon reasonable advance notice given by the requesting party, and subject to such reasonable limitations as the non-requesting party may impose to delete competitively sensitive or privileged information.

Straddle Periods. In the case of any Taxes relating to a Tax period that includes (but does not end on) the Closing Date (the “Straddle Period”), the portion of such Tax which relates to the Pre-Closing Tax Period shall (i) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of all other Taxes, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date.

Cooperation. Purchaser and Seller shall cooperate to the extent reasonably requested by the other party in connection with the preparation and filing of any Tax Return relating to the Transferred Assets, and the defense of any Tax Proceeding, claim, audit, litigation or other Proceeding with respect to Taxes relating to the Transferred Assets. Purchaser and Seller agree to abide by all record retention requirements of, or record retention agreements entered into with, any Tax Authority with respect to the Transferred Assets. Such cooperation shall include the retention and, upon a Party’s reasonable request, the provision of records and information that are reasonably relevant to any such tax proceeding and access to employees and representatives on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

It is understood by the Parties hereto that the information, documents, and instruments delivered to Purchaser by Seller and its agents, and the information, documents, and instruments delivered to Seller by Purchaser and its agents are of a confidential and proprietary nature. Each of the Parties agrees that prior to the Closing it will maintain the confidentiality of all such confidential information, documents, or instruments delivered to it by the other Party hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions, and covenants hereof and will only disclose such information, documents, and instruments to its respective Representatives and applicable Government Entities in connection with any required notification or application for approval or exemption therefrom. Each of the Parties hereto further agrees that if the transactions contemplated hereby are not consummated, it will return all such documents and instruments and all copies thereof in its possession to the other Party to this Agreement upon written request.

Seller acknowledges that the success of transactions contemplated under this Agreement after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by Seller or its Affiliates, agents and Representatives, that the preservation of the confidentiality of such information by Seller is an essential premise of the bargain between Seller and Purchaser, and that Purchaser would be unwilling to enter into this Agreement in the absence of this Section 9.9. Accordingly, Seller hereby agrees that it will not, and it will cause its Affiliates, agents and Representatives not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of Purchaser, disclose or use any confidential or proprietary information involving or relating to the Transferred Assets; provided, however, that the information subject to the foregoing provisions of this sentence will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof); and provided, further, that the provisions of this Section 9.9 will not prohibit any retention of copies of records or disclosure (i) required by any Applicable Law so long as reasonable prior notice is given of such disclosure and a reasonable opportunity is afforded to contest the same or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement.

Each of the Parties recognizes that any breach of this Section 9.9 would result in irreparable harm to the other Party to this Agreement and its Affiliates and that therefore either Seller or Purchaser shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash, or otherwise, in addition to all of its other legal and equitable remedies. Nothing in this Section 9.9, however, shall prohibit the use of such confidential information, documents, or information for such governmental filings as in the opinion of Seller’s counsel or Purchaser’s counsel are required by Applicable Law, including, for the avoidance of doubt, any filings or related disclosures required by the SEC or any other Government Entity to be made by Seller in connection with the execution of this Agreement or in the Seller’s Ordinary Course of Business.

If Seller becomes compelled in any Proceeding to make any disclosure that is prohibited by this Section 9.9, Seller shall, to the extent legally permissible, provide Purchaser with prompt notice of such compulsion so that Purchaser may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 9.9.4. In the absence of a protective order or other remedy, Seller may disclose that portion (and only that portion) of the confidential information that, based upon the opinion of Seller’s counsel, Seller is legally compelled to disclose; provided, however, that Seller shall use commercially reasonable efforts to obtain written assurance that any Person to whom any confidential information is so disclosed shall accord confidential treatment to such confidential information.

Nothing in this Section 9.9 will diminish the protections and benefits under Applicable Laws to which any Trade Secret relating to the Transferred Assets is entitled. If any information that Seller asserts to be a Trade Secret under Applicable Laws is found by a court of competent jurisdiction not to be such a Trade Secret, such information will nonetheless be considered confidential information of Seller for purposes of this Section 9.9.

Where this Agreement states that a Party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.

The captions, titles, headings, recitals and table of contents, included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.

This Agreement does not, and is not intended to, confer any rights or remedies in favor of any Person other than the Parties, except as may be specifically set forth in other provisions of this Agreement.

The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole (including any annexes, exhibits and schedules to this Agreement) and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified.

Any reference to any legal term or concept customarily used in the jurisdiction of the State of Delaware shall, in respect of any jurisdictions other than the State of Delaware, be construed as a reference to the nearest equivalent term or concept in such jurisdiction.

Any statement in this Agreement to the effect that any information, document or other material has been “made available” to Purchaser or any of its representatives refer to documents (i) posted to the data room maintained by Seller or its Representatives in connection with the Transaction, (ii) delivered in person or electronically to Purchaser or any of its Representatives or (iii) that are publicly made available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, in each case, no later than 11:59 p.m. Eastern time on the date prior to the date hereof.

Any reference in this Agreement to wire transfers or other payments requires payment in United States dollars unless some other currency is expressly stated in that reference.

Any reference in this Agreement to the singular includes the plural where appropriate. Any reference in this Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate.

The information set forth in the Disclosure Schedules shall be deemed to provide, or otherwise qualify, the information contemplated by the representations and warranties of Seller set forth in the corresponding section or subsection of this Agreement and any other section or subsection of this Agreement if and to the extent that it is reasonably apparent on the face of the disclosure that it applies to such other section or subsection of this Agreement. The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to either Party, has resulted in or would result in a material adverse effect with respect to Purchaser or a Material Adverse Effect with respect to Seller, or is outside the Ordinary Course of Business with respect to Purchaser or Seller.

the Closing shall not have occurred by 5:00 p.m. Eastern Time on April 30, 2024 (the “Outside Date”); provided, however, that neither Seller nor Purchaser may terminate this Agreement pursuant to this Section 10.3.1 if such Party is in breach of any of its obligations hereunder and such breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating Party set forth in Article 5 prior to the Outside Date, or (ii) the failure of the Closing to have occurred prior to the Outside Date;

there shall be in effect a final, non-appealable order of a Government Entity having competent jurisdiction over the business of Seller permanently enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; provided, however, that neither Seller nor Purchaser may terminate this Agreement pursuant to this Section 10.3.2 if such Party is in breach of any of its obligations hereunder and such breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating Party set forth in Article 5 prior to the Outside Date, or (ii) the failure of the Closing to have occurred prior to the Outside Date; or

the Shareholder Meeting shall have been held and completed and the Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a final vote taken at the Shareholder Meeting (or any adjournment or postponement thereof at which such vote was taken).

(i) Purchaser is not in material breach of any of its obligations hereunder and (ii) Seller is in material breach of any of its representations, warranties or obligations hereunder that would render any condition set forth in Section 6.2.1 or Section 6.2.2 not to be satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) 30 Business Days after the giving of written notice by ▇▇▇▇▇▇▇▇▇ to Seller and (y) two Business Days prior to the Outside Date; or

the Seller Board (i) shall have made a Change of Recommendation; (ii) fails to include the Seller Board Recommendation in the Proxy Statement; (iii) shall have failed to reaffirm its approval or recommendation of this Agreement and the sale of the Transferred Assets and Assumed Liabilities as promptly as reasonably practicable (but in any event within 10 Business Days after receipt of any written request to do so from Purchaser) at any time following the public disclosure of an Acquisition Proposal; or (iv) prior to 10 Business Days after the commencement of a tender or exchange offer for outstanding equity securities of Seller that has been publicly disclosed (other than by Purchaser or an Affiliate of Purchaser), shall fail to recommend against a tender offer or exchange offer.

(i) Seller is not in material breach of any of its obligations hereunder and (ii) Purchaser is in material breach of any of its representations, warranties or obligations hereunder that would render any condition set forth in Section 6.3.1 or Section 6.3.2 not to be satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) 30 Business Days after the giving of written notice by Seller to Purchaser and (y) two Business Days prior to the Outside Date; or

at any time prior to the End Date, if (i) Seller has not breached any of the terms of Section 5.10 and (ii) Seller has complied with the terms of Section 5.10.4.2 and, following the three Business Day period (or shorter period) provided for therein and after consideration of any change to this Agreement proposed in negotiations with Purchaser and during such period, the Seller Board authorizes Seller, subject to complying with the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal.

In the event of termination and abandonment by Seller or Purchaser, or both, pursuant to Section 10.2, written notice thereof specifying the relevant provision under which termination is made shall be given to the other Party.

In the event that this Agreement is validly terminated in accordance with this Article 10, then each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Parties; provided, however, that subject to the terms of this Section 10.6.2, (a) no such termination shall (i) restrict the availability of specific performance, if any, set forth in Section 9.2 with respect to surviving obligations that are to be performed following such termination or (ii) relieve any Party from liability for damages resulting from any breach and (b) the provisions of Article 9 and Article 10 shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms. In addition to the foregoing, no termination of this Agreement in accordance with this Article 10 shall relieve either Party of its obligations under Section 9.9.

In the event that this Agreement is terminated by (i) Seller pursuant to Section 10.5.2 or (ii) by Purchaser pursuant to Section 10.4.2, Seller shall pay to Purchaser a fee equal to $360,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account designated by Purchaser in writing. The Termination Fee shall be paid promptly, but in no event later than five Business Days after the date of receipt by Seller of such wiring instructions. Receipt of the Termination Fee shall be Purchaser’s sole and exclusive remedy against Seller for accepting a Superior Proposal.