SUNation Energy, Inc.

EX-99.1 · JOINT PRESS RELEASE ISSUED ON JUNE 8, 2026

EX-99.1
 4
 ea029387601ex99-1.htm
 JOINT PRESS RELEASE ISSUED ON JUNE 8, 2026

 Exhibit 99.1

 SUNATION
ENERGY AND SUNIVA ENTER DEFINITIVE

MERGER AGREEMENT, CREATING A PLATFORM FOR AMERICAN SOLAR MANUFACTURING AND SERVICES LEADERSHIP

 Combined company to accelerate Suniva’s
U.S. solar cell manufacturing expansion and market leadership, backed by SUNation's established market presence, deep end-market relationships,
and Nasdaq-listed platform

 Suniva to merge with SUNation, combined company
expected to operate under the Suniva name and continue SUNation’s Nasdaq listing

 Transaction expected to enhance domestic solar
capacity, support margin expansion and broaden access to U.S. capital markets to fund future growth and strategic opportunities

 RONKONKOMA, N.Y. & NORCROSS, GA, June
8, 2026 (GLOBE NEWSWIRE) -- SUNation Energy, Inc. (Nasdaq: SUNE ) (“ SUNation ”), a leading provider of residential
and commercial solar energy systems, battery storage solutions, and comprehensive energy services, and Suniva, (“ Suniva ”)
the largest and oldest U.S. merchant manufacturer of high-efficiency monocrystalline silicon solar cells, have signed a definitive reverse
merger agreement (the “ Merger Agreement ”) pursuant to which Suniva will merge with a wholly-owned subsidiary of SUNation,
and the combined company is expected to operate under the Suniva name and continue SUNation’s listing on the Nasdaq Capital Market.
Pursuant to the Merger Agreement, upon closing, pre-merger SUNation stockholders are expected to own equity with an implied value of
approximately $2.26 per share. The transaction represents a premium of approximately 100% over SUNE’s most recent closing price.

 By combining with SUNation's established downstream
business in high-electricity-cost markets, Suniva, the country’s only U.S.-owned and operated merchant solar cell manufacturer,
stands to gain additional market presence and access to U.S. capital markets to fund continued growth in American solar manufacturing.
With a successful 1 GW nameplate cell facility operating in Georgia, Suniva is expanding capacity by 4.5 GW in Laurens County, South
Carolina, supported by expected financing that is targeted to close later this month.

 “We’ve spent the last two years transforming
SUNation into a stronger, more disciplined and more resilient platform, and this proposed merger with Suniva is the next logical step
in that journey,” said Scott Maskin, Chief Executive Officer of SUNation. “By bringing together Suniva’s U.S.-based
solar cell manufacturing footprint with our high-growth residential, commercial and service businesses in some of the highest electricity-cost
markets in the country, we believe we can deliver a unique domestic content offering for customers. SUNation’s residential and
commercial capabilities, along with deep relationships with other leading installers across the country, should support Suniva and its
module partners in accelerating American solar’s transition to a domestic supply chain.

 Tony Etnyre, Chief Executive Officer of Suniva ,
commented: "Suniva was built on the belief that America's energy future must be built here at home. As the first company to bring
U.S. solar cell manufacturing back online, we believe we've proven the manufacturing model works - in metro Atlanta, and soon in Laurens,
South Carolina. Along the way, we have learned from some of the best firms in the industry to develop American operating expertise in
the highest-barrier layer of the domestic supply chain, the solar cell, and accelerate a productivity migration of solar manufacturing
to the U.S. What we believe this combination gives us is the platform to execute our mission at the speed and scale the moment demands.
Access to U.S. public capital markets means we can move faster, invest deeper, and expand further into the domestic manufacturing capacity
this country urgently needs. SUNation brings an established, customer-facing business that strengthens our foundation as we build toward
that future together."

 TRANSACTION OVERVIEW

 The transaction, approved by both companies’
boards and targeted to close in the second half of 2026, is contingent on stockholder approvals of the issuance of SUNation shares to
Suniva stockholders and other items, SEC effectiveness of a Form S-4 registration statement, Nasdaq listing clearance and other customary
closing conditions.

 ● The
 transaction combines Suniva’s U.S.-based solar cell manufacturing capabilities with
 SUNation’s established downstream installation, service and energy solutions businesses.

 ● By
 pairing Suniva's domestic advanced manufacturing platform and domestic moduling relationships
 with SUNation's local-market presence, the combined company aims to strengthen domestic supply-chain
 resilience and expand access to domestically produced solar solutions.

 ● Management
 believes this structure will enhance domestic supply-chain control, support margin expansions
 over time, and broaden access to U.S. capital markets for growth.

 ● Under
 the Merger Agreement, SUNation Merger Sub, Inc., a wholly-owned subsidiary of SUNation, will
 merge with and into Suniva, with Suniva surviving and continuing as a wholly-owned subsidiary
 of SUNation. SUNation is expected to change its name to Suniva, and the combined company
 is expected to operate under the Suniva name following closing.

 ● Based
 on the merger consideration formula in the Merger Agreement, pre-merger Suniva stockholders
 are expected to own approximately 98.2% of the combined company and pre-merger SUNation stockholders
 approximately 1.8% upon closing, subject to possible adjustment for SUNation’s net
 cash at closing.

 COMBINED
COMPANY POSITIONING

 ● The
 combined company is expected to operate as a Nasdaq-listed solar platform anchored by Suniva's
 American-owned and operated manufacturing capabilities alongside SUNation's proven installation
 and service businesses in high-demand regional markets.

 ● SUNation’s
 leadership brings deep relationships across the U.S. residential and commercial solar landscape,
 and is anticipated to help Suniva and its moduling partners serve these markets with domestic-content
 cells.

 ● The
 U.S. has roughly 59 gigawatts of solar module-assembly capacity but only about 3 gigawatts
 of operational cell capacity, leaving module makers heavily reliant on imported cells. Suniva
 intends to become the leading domestic solar cell supplier serving a more than 500 gigawatt
 market over the next decade.

 ● This
 combined company structure is designed to align with U.S. industrial and clean energy policy
 priorities, leverage domestic manufacturing incentives and support continued expansion of
 American-made solar capacity with the nation's growing energy needs.

 2

 SUNIVA’S LEADERSHIP POSITION IN THE MERGED COMPANY

 Suniva brings the one capability the U.S. market
has the least of and the parties believe need the most: operating, scaled, American-owned solar cell manufacturing at the highest-barrier
point in the solar supply chain. In combination with SUNation’s downstream platform, the companies plan to create a differentiated,
fully domestic solar company with both manufacturing and customer-facing depth. Key elements that support Suniva’s role at the
helm of the new company include:

 ● Scaled
 U.S. cell manufacturing base - About 1 GW of operating nameplate capacity in Georgia,
 with an advanced plan to add 4.5 GW in South Carolina for more than 5.5 GW total.

 ● Market
 Leadership – Suniva has proven success in building and growing domestic solar cell
 manufacturing, the missing link in a U.S. market with operating solar cell manufacturing
 capacity that is less than 10% of deployed module capacity.

 ● Domestic-content
 advantage - Suniva’s US-made cells help customers meet domestic-content and foreign-entity-of-concern
 requirements.

 ● Long-term
 demand visibility - Substantial long-term offtake commitments that support volume planning
 and capital deployment.

 ● Downstream
 fit with SUNation - SUNation’s residential, commercial, storage and service business
 in high-cost markets provides a ready channel to deliver Suniva’s American-made cells
 to end customers.

 OTHER
IMPORTANT DISCLOSURES

 ● SUNation
 has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission describing
 and filing the Merger Agreement and related matters, which investors are encouraged to review
 for additional information about the proposed transaction.

 ● Closing,
 targeted for the second half of 2026, is subject to customary closing conditions, including
 approvals by SUNation stockholders of the issuance of SUNation stock to Suniva stockholders
 and other matters and Suniva stockholders of the proposed transaction, effectiveness of an
 SEC registration statement on Form S-4, and Nasdaq approval of the listing of the shares
 to be issued in the Merger.

 ● Following
 closing, the combined company’s board of directors is currently expected to consist
 of five members, all of whom will be designated by Suniva.

 ● In
 connection with signing the Merger Agreement, certain key stockholders of SUNation holding
 approximately 10.4% of the company entered into voting agreements in support of the transaction.

 ● Roth
 Capital Partners is serving as financial advisor to Suniva in connection with the transaction,
 and Kilpatrick Townsend is serving as legal counsel to Suniva. Gibson, Dunn & Crutcher
 is serving as legal counsel to Roth Capital Partners. Maxim Group is serving as financial
 advisor to SUNation, and Rimon P.C. is serving as legal counsel to SUNation.

 3

 ABOUT SUNIVA

 Headquartered in metro Atlanta, Georgia, Suniva
is the leading American manufacturer of high-efficiency crystalline silicon photovoltaic (PV) solar cells. As the only U.S.-owned and
operated solar cell manufacturer in the country, the company is known for its high-quality products, industry-leading technology, reliability,
and high-power density. In April 2026, Suniva announced plans to invest approximately $350 million in a 4.5 gigawatt solar cell manufacturing
facility in Laurens County, South Carolina, which, together with the company’s existing approximately 1 gigawatt nameplate operation
in metro Atlanta, is expected to bring total annual nameplate cell capacity to more than 5.5 gigawatts once fully online in 2027.

 For more information, visit www.suniva.com.

 ABOUT SUNATION ENERGY

 SUNation Energy, Inc. (Nasdaq: SUNE) is a leading
provider of sustainable solar energy, battery storage, backup power and related energy services to households, businesses and municipalities,
with a focus on high–electricity-cost markets. Through its portfolio of brands, including SUNation, Hawaii Energy Connection and
E-Gear, SUNation offers an end-to-end product set spanning residential and commercial solar, battery storage, grid services, roofing
and high-margin service and maintenance for both its own systems and “orphaned” systems installed by other providers. SUNation’s
largest markets include New York, Florida and Hawaii, where it has grown sales to approximately $71.9 million in 2025, improved gross
margins into the high-30-percent range, reduced total debt by roughly 64 percent versus year-end 2024 and delivered positive full-year
adjusted EBITDA of about $2.5 million.

 For more information, visit ir.sunation.com.

 CONTACTS

 SUNation Energy

 Scott Maskin

 Chief Executive Officer, SUNation Energy, Inc.

smaskin@sunation.com

 James Brennan

 Chief Financial Officer, SUNation Energy, Inc.

 jbrennan@sunation.com

 Investor Relations

 Alliance Advisors IR

 IR@sunation.com

 Suniva

 Media inquiries

 info@suniva.com

 4

 FORWARD-LOOKING STATEMENTS

 This communication contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements
include all statements that are not historical facts and may be identified by words such as “anticipate,” “believe,”
“expect,” “intend,” “estimate,” “plan,” “project,” “target,”
“design,” “will,” “would” and similar expressions. These statements include, but are not limited
to, statements regarding the proposed merger of SUNation and Suniva and its anticipated benefits; the expected timing and completion
of the transaction; the combined company’s strategy, Nasdaq listing and future operations; expectations regarding the merger’s
effect on margins, market access, access to capital markets and strategic opportunities; the expected relative ownership of SUNation
and Suniva stockholders in the post-merger combined company, which is subject to potential adjustment based on SUNation’s net cash
at closing; the combined company’s expected post-closing leadership; Suniva’s planned 4.5 gigawatt manufacturing expansion
in Laurens County, South Carolina, including its estimated cost, building size, contracted water and power, expected timing and total
annual cell capacity; the availability and sufficiency of debt and equity financing; long-term offtake agreements and the share of production
capacity they cover; Suniva’s plan to become the largest domestic supplier of solar cells; production yields at the Norcross facility;
the Company’s PERC technology and its scalability and efficiency potential; and third-party forecasts regarding U.S. solar and
data-center demand.

 These forward-looking statements are based on
current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied. These risks include, among others: the risk that the proposed merger may not be completed on the anticipated
timeline or at all; the failure to obtain required stockholder approvals, SEC effectiveness of the Form S-4 registration statement, or
Nasdaq listing approval; the parties’ ability to satisfy the conditions to closing and to close expected financing; risks relating
to constructing, equipping, permitting and ramping up the Laurens facility on time and on budget; the ability to convert offtake agreements
into realized revenue; competition, tariffs, trade actions and changes in tax incentives, including the Section 45X advanced manufacturing
production credit; technology, supply-chain and execution risks; the accuracy of third-party market data and forecasts; the operating
history of Suniva; potential net losses incurred as a result of the current expansion stage nature of Suniva, as well as net losses carried
forward from SUNation’s long standing business operations; the ability to raise additional capital; the ability of Suniva to execute
on its business plans and for the combined companies to integrate SUNation’s solar installation systems into Suniva’s solar
cell manufacturing operations; the effects of the One Big Beautiful Act of 2025 on the residential solar industry, which has had a material
negative impact on residential solar installations since the January 2026 effectiveness thereof; Suniva’s limited experience in
operating a public company; the substantial competition Suniva faces in developing and selling its solar cell development products; the
ability to attract, hire, and retain skilled executive officers and employees; the ability of SUNation or Suniva to protect their respective
intellectual property and proprietary technologies; reliance on third parties, contract manufacturers, and contract research organizations;
uncertainties as to the timing of the consummation of the proposed transactions and the ability of each of the parties to consummate
the proposed transactions; risks related to SUNation’s continued listing on Nasdaq until the closing of the proposed transactions;
risks related to SUNation’s and Suniva’s ability to correctly estimate their respective operating expenses and expenses associated
with the proposed transactions, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated
cash resources of the combined company upon closing and other events and unanticipated spending and costs that could reduce the combined
company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination
of the Merger Agreement; competitive responses to the proposed transactions; unexpected costs, charges or expenses resulting from the
proposed transactions; the outcome of any legal proceedings that may be instituted against SUNation, Suniva or any of their respective
directors or officers related to the Merger or the proposed transactions contemplated thereby; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the proposed transactions; the effect of the announcement
or pendency of the transactions on SUNation’s or Suniva’s business relationships, operating results and business generally;
the compliance and qualification for initial listing on Nasdaq related to the expected trading of the combined company’s stock
on Nasdaq and the combined company’s ability to remain listed following the proposed transactions; the risk that as a result of
adjustments to the Exchange Ratio (as set forth in the Merger Agreement, SUNation's stockholders and Suniva's stockholders could own
more or less of the combined company than is currently anticipated; risks related to the market price of SUNation common stock relative
to the Exchange Ratio; legislative, regulatory, political and economic developments and general market conditions, including those surrounding
the viability of residential solar businesses following the loss of federal tax credits beginning in January 2026; and the other risks
described in SUNation’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and to be described in
the Form S-4 and related proxy statement/prospectus.

 Forward-looking statements speak only as of the
date of this communication. Except as required by law, neither SUNation nor Suniva undertakes any obligation to update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue
reliance on these forward-looking statements.

 5

 NO OFFER OR SOLICITATION

 This communication is for informational purposes
only and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed
transactions or (ii) an offer to sell or buy, or the solicitation of an offer to sell or buy, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.

 Subject to certain exceptions to be approved
by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or
instrumentality (including without limitation, email, telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.

 NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.

 ADDITIONAL INFORMATION AND WHERE TO FIND IT

 This
press release is not a substitute for the registration statement or for any other document that SUNation may file with the U.S. Securities
and Exchange Commission (“ SEC ”) in connection with the proposed transactions. In connection with the proposed transaction,
SUNation intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of SUNation and a prospectus
(the “ proxy statement/prospectus ”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS, CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents, when available, at the SEC’s website at www.sec.gov. In addition,
investors and stockholders should note that SUNation communicates with investors and the public using its website (www.sunation.com)
and the investor relations website, ( https://ir.sunation.com/ ), where
anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by SUNation with the SEC and stockholders
are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting
or investment decision with respect to the proposed transactions.

 PARTICIPANTS IN THE SOLICITATION

 SUNation, Suniva and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from SUNation’s shareholders in respect
of the proposed transaction. Information regarding SUNation’s directors and executive officers is set forth in SUNation’s
most recent Annual Report on Form 10-K, including any information incorporated by reference, as filed with the SEC on March 23, 2026.
Additional information regarding the participants in the solicitation and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes available.

 Source: SUNation Energy, Inc.

 6

EX-2.1 · AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 5, 2026, BY AND AMONG SUNATION ENE

EX-2.1
 2
 ea029387601ex2-1.htm
 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 5, 2026, BY AND AMONG SUNATION ENERGY, INC., SUNATION MERGER SUB, INC. AND SUNIVA, INC.

 Exhibit 2.1

 Execution Version

 AGREEMENT AND PLAN OF MERGER

 by and among

 SUNation Energy, Inc.,

a Delaware corporation,

 SUNation Merger Sub, Inc.,

a Delaware corporation,

 and

 Suniva, Inc.,

a Delaware corporation

 Dated as of June 5, 2026

 TABLE OF CONTENTS

 Page

 ARTICLE I THE MERGER
 2

 Section 1.01
 The Merger
 2

 Section 1.02
 Closing
 2

 Section 1.03
 Effective Time
 2

 Section 1.04
 Effects of the Merger
 3

 Section 1.05
 Surviving Corporation and Parent Charter Documents
 3

 Section 1.06
 Directors and Officers
 3

 ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
 4

 Section 2.01
 Effect of the Merger on Capital Stock
 4

 Section 2.02
 Treatment of Warrants, RSUs and Other Stock-Based Instruments
 5

 Section 2.03
 Exchange Procedures
 6

 Section 2.04
 Adjustments
 7

 Section 2.05
 Withholding Rights
 8

 Section 2.06
 Lost Certificates
 8

 Section 2.07
 Tax Treatment
 8

 Section 2.08
 Dissenters’ Rights
 8

 Section 2.09
 Allocation Statement
 8

 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 9

 Section 3.01
 Organization; Standing and Power; Charter Documents; Subsidiaries
 9

 Section 3.02
 Capital Structure
 9

 Section 3.03
 Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes
 10

 Section 3.04
 Financial Statements; Undisclosed Liabilities; Off-Balance Sheet Arrangements
 12

 i

 Section 3.05
 Absence of Certain Changes or Events
 13

 Section 3.06
 Taxes
 13

 Section 3.07
 Intellectual Property
 15

 Section 3.08
 Privacy and Data Security
 17

 Section 3.09
 Compliance; Permits
 17

 Section 3.10
 Litigation
 18

 Section 3.11
 Product Liability
 18

 Section 3.12
 Brokers’ and Finders’ Fees
 18

 Section 3.13
 Related Person Transactions
 18

 Section 3.14
 Employee Benefit Issues
 19

 Section 3.15
 Real Property and Personal Property Matters
 23

 Section 3.16
 Environmental Matters
 23

 Section 3.17
 Material Contracts
 24

 Section 3.18
 Insurance
 27

 Section 3.19
 Information Supplied
 27

 Section 3.20
 Anti-Bribery and Corruption, Customs & Trade Laws, Sanctions and Compliance
 27

 Section 3.21
 Subsidies and Grants
 29

 Section 3.22
 Bankruptcy Matters
 29

 Section 3.23
 Independent Investigation
 30

 Section 3.24
 Acknowledgement of No Other Representations and Warranties
 30

 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
 30

 Section 4.01
 Organization; Standing and Power; Charter Documents; Subsidiaries
 30

 Section 4.02
 Capital Structure
 31

 Section 4.03
 Authority; Non-Contravention; Governmental Consents; Board Approval
 33

 ii

 Section 4.04
 SEC Filings; Financial Statements; Undisclosed Liabilities
 35

 Section 4.05
 Absence of Certain Changes or Events
 36

 Section 4.06
 Taxes
 37

 Section 4.07
 Intellectual Property
 39

 Section 4.08
 Privacy and Data Security
 41

 Section 4.09
 Compliance; Permits
 42

 Section 4.10
 Litigation
 42

 Section 4.11
 Product Liability
 42

 Section 4.12
 Brokers
 43

 Section 4.13
 Related Person Transactions
 43

 Section 4.14
 Employee Benefit Issues
 43

 Section 4.15
 Real Property and Personal Property Matters .
 47

 Section 4.16
 Environmental Matters
 48

 Section 4.17
 Material Contracts
 49

 Section 4.18
 Insurance
 52

 Section 4.19
 Information Supplied
 52

 Section 4.20
 Anti-Bribery and Corruption, Customs & Trade Laws, Sanctions and Compliance
 52

 Section 4.21
 Subsidies and Grants
 53

 Section 4.22
 Ownership of Company Common Stock
 53

 Section 4.23
 Merger Sub
 54

 Section 4.24
 Fairness Opinion
 54

 Section 4.25
 Independent Investigation
 54

 Section 4.26
 Acknowledgement of No Other Representations and Warranties
 54

 iii

 ARTICLE V COVENANTS
 54

 Section 5.01
 Conduct of Business of the Company
 54

 Section 5.02
 Conduct of the Business of Parent
 57

 Section 5.03
 Access to Information; Confidentiality
 60

 Section 5.04
 No Solicitation
 61

 Section 5.05
 Preparation of Proxy Statement and Form S-4
 62

 Section 5.06
 Company Stockholder Approval
 63

 Section 5.07
 Parent Stockholders Meeting; Approval by Sole Stockholder of Merger Sub
 63

 Section 5.08
 Notices of Certain Events
 64

 Section 5.09
 Employees; Benefit Plans
 64

 Section 5.10
 Directors’ and Officers’ Indemnification and Insurance
 65

 Section 5.11
 Reasonable Best Efforts
 67

 Section 5.12
 Public Announcements
 68

 Section 5.13
 Anti-Takeover Statutes
 68

 Section 5.14
 Section 16 Matters
 68

 Section 5.15
 Stock Exchange Matters
 69

 Section 5.16
 Certain Tax Matters
 69

 Section 5.17
 Stockholder Litigation
 70

 Section 5.18
 Obligations of Merger Sub
 71

 Section 5.19
 Further Assurances
 71

 Section 5.20
 Parent and Parent Subsidiary Boards and Management
 71

 Section 5.21
 Parent Indebtedness
 72

 Section 5.22
 Representation and Warranty Insurance Policy
 72

 Section 5.23
 Parent Net Cash
 72

 Section 5.24
 Post-Closing Workforce Actions; WARN Act Compliance
 73

 Section 5.25
 Parent Legal Action
 73

 iv

 ARTICLE VI CONDITIONS
 74

 Section 6.01
 Conditions to Each Party’s Obligation to Effect the Merger
 74

 Section 6.02
 Conditions to Obligations of Parent and Merger Sub
 75

 Section 6.03
 Conditions to Obligation of the Company
 76

 Section 6.04
 Frustration of Closing Conditions
 77

 ARTICLE VII TERMINATION, AMENDMENT, AND WAIVER
 78

 Section 7.01
 Termination by Mutual Consent
 78

 Section 7.02
 Termination by Either Parent or the Company
 78

 Section 7.03
 Termination by Parent
 78

 Section 7.04
 Termination by Company
 79

 Section 7.05
 Notice of Termination; Effect of Termination
 79

 Section 7.06
 Fees and Expenses Following Termination
 80

 Section 7.07
 Amendment
 81

 Section 7.08
 Extension; Waiver
 81

 ARTICLE VIII MISCELLANEOUS
 81

 Section 8.01
 Definitions
 81

 Section 8.02
 Interpretation; Construction
 95

 Section 8.03
 Survival
 96

 Section 8.04
 Governing Law
 96

 Section 8.05
 Submission to Jurisdiction
 96

 Section 8.06
 Waiver of Jury Trial
 96

 Section 8.07
 Notices
 97

 Section 8.08
 Entire Agreement
 97

 Section 8.09
 No Third-Party Beneficiaries
 98

 Section 8.10
 Severability
 98

 Section 8.11
 Assignment
 98

 Section 8.12
 Remedies Cumulative
 98

 Section 8.13
 Specific Performance
 99

 Section 8.14
 Counterparts; Effectiveness
 99

 Section 8.15
 Expenses
 99

 v

 AGREEMENT AND PLAN OF MERGER

 This Agreement and Plan of
Merger (this “ Agreement ”), is entered into as of June 5, 2026, by and among Suniva, Inc., a Delaware corporation (the
“ Company ”), SUNation Energy Inc., a Delaware corporation (“ Parent ”), and SUNation Merger Sub, Inc.,
a Delaware corporation and a wholly-owned Subsidiary of Parent (“ Merger Sub ”). Capitalized terms used herein (including
in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section
8.01 hereof.

 RECITALS

 WHEREAS, the parties intend
that Merger Sub be merged with and into the Company, with the Company surviving that merger on the terms and subject to the conditions
set forth herein;

 WHEREAS, the Board of Directors
of the Company (the “ Company Board ”) has unanimously: (a) determined that it is in the best interests of the Company
and its shareholders, and declared it advisable, to enter into this Agreement with Parent and Merger Sub; (b) approved the execution,
delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; and (c)
resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement and the Plan of Merger
by the shareholders of the Company; in each case, in accordance with the Delaware General Corporation Law (the “ DGCL ”)
and the Company’s Charter Documents;

 WHEREAS, the respective boards
of directors of Parent (the “ Parent Board ”) and Merger Sub (the “ Merger Sub Board ”) have each unanimously:
(a) determined that it is in the best interests of Parent or Merger Sub, as applicable, and their respective stockholders, and declared
it advisable, to enter into this Agreement; and (b) approved the execution, delivery, and performance of this Agreement and the consummation
of the transactions contemplated hereby, including the Merger; in each case, in accordance with the DGCL;

 WHEREAS, the Parent Board
has resolved to recommend that the holders of shares of Parent’s common stock, par value $0.05 per share (the “ Parent Common
Stock ”), approve the Parent Stockholder Matters;

 WHEREAS, for U.S. federal
income Tax purposes, the parties intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the “ Code ”), and that this Agreement be, and is hereby, adopted as
a plan of reorganization within the meaning of Section 368(a) of the Code;

 1

 WHEREAS, the parties desire
to make certain representations, warranties, covenants, and agreements in connection with the Merger and the other transactions contemplated
by this Agreement and also to prescribe certain terms and conditions to the Merger; and

 WHEREAS, as an inducement
to the parties to enter into this Agreement, certain stockholders of Parent and certain shareholders of the Company have entered into
voting agreements dated as of the date hereof.

 NOW, THEREFORE, in consideration
of the foregoing and of the representations, warranties, covenants, and agreements contained in this Agreement, the parties, intending
to be legally bound, agree as follows:

 Article
I

The Merger

 Section 1.01 The Merger .
On the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective
Time: (a) Merger Sub will merge with and into the Company (the “ Merger ”); (b) the separate corporate existence of
Merger Sub will cease; and (c) the Company will continue its entity existence under the DGCL as the surviving entity in the Merger and
a Subsidiary of Parent (sometimes referred to herein as the “ Surviving Corporation ”).

 Section 1.02 Closing .
Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “ Closing ”) will
take place at 11:00 a.m. New York time, as soon as practicable (and, in any event, within three (3) Business Days) after the
satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VI (other
than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent
permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless
another time or date is agreed to in writing by the parties hereto. The Closing shall take place remotely by exchange of documents
and signatures (or their electronic counterparts) unless another place is agreed to in writing by the parties hereto. The actual
date of the Closing is hereinafter referred to as the “ Closing Date .”

 Section 1.03 Effective
Time . Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause: (a) a certificate
of merger (the “ Certificate of Merger ”) to be executed, acknowledged, and filed with the Secretary of State of the
State of Delaware in accordance with the relevant provisions of the DGCL; and (b) shall make all other filings or recordings required
under the DGCL. The Merger will become effective at such time as the Certificate of Merger is accepted for filing by the Secretary of
State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the
Certificate of Merger and Plan of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to
as the “ Effective Time ”).

 2

 Section 1.04 Effects of
the Merger . The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting
the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities,
powers, franchises, licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities,
obligations, restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions,
and duties of the Surviving Corporation.

 Section 1.05 Surviving
Corporation and Parent Charter Documents .

 (a) At
the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated so as to read identically
to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, and, as so amended and restated,
shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof and
applicable Law, provided, however , that at or immediately prior to the Effective Time, the Surviving Corporation shall file an
amendment to its Certificate of Incorporation to change the name of the Surviving Corporation to a name selected by the Company.

 (b) At
the Effective Time, the bylaws of the Surviving Corporation shall be the bylaws of the Company as in effect immediately prior to the Effective
Time (except that the name of the Surviving Corporation shall be the name selected pursuant to Section 1.05(a) ), and shall be the
bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the terms of the Surviving Corporation’s
Certificate of Incorporation and as provided by applicable Law.

 (c) At
the Effective Time, the Certificate of Incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately
prior to the Effective Time; provided, however , that at or immediately prior to the Effective Time, Parent shall file the Parent
Charter Amendment.

 Section 1.06 Directors
and Officers . The directors and officers of the Company, in each case, immediately prior to the Effective Time shall, from and after
the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected
or appointed and qualified or until their earlier death, resignation, or removal in accordance with the Charter Documents of the Surviving
Corporation.

 3

 Article
II

Effect of the Merger on Capital Stock; Exchange of certificates

 Section 2.01 Effect of
the Merger on Capital Stock . At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger
Sub, or the Company or the holder of any capital stock of Parent, Merger Sub, or the Company:

 (a) Cancellation
of Certain Company Stock . Each share of common stock of the Company, par value $0.001 (“ Company Common Stock ”)
and each share of preferred stock, par value $0.001 (“ Company Preferred Stock ”) that is owned by the Company (as treasury
stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries as of immediately prior to the Effective Time
(the “ Cancelled Shares ”) will automatically be cancelled and retired and will cease to exist, and no consideration
will be delivered in exchange therefor.

 (b) Conversion
of Company Preferred Stock . Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other
than Cancelled Shares) will be converted into the right to receive: (i) a number of shares of Parent Common Stock equal to the Exchange
Ratio; (ii) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.01(f) ; and (iii) any dividends
or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common Stock in accordance
with Section 2.03(g) , in accordance with the Allocation Statement and as provided in Section 2.09 .

 (c) Conversion
of Company Common Stock . Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other
than Cancelled Shares or Appraisal Shares) will be converted into the right to receive: (i) shares of Parent Common Stock equal to the
Exchange Ratio; (ii) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.01(f) ; and (iii)
any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common
Stock in accordance with Section 2.03(g) , in accordance with the Allocation Statement and as provided in Section 2.09 .

 4

 (d) Cancellation
of Shares . At the Effective Time, all shares of Company Stock (other than Appraisal Shares) will no longer be outstanding and all
shares of Company Stock will be cancelled and retired and will cease to exist, and each holder of: (i) a certificate formerly representing
any shares of Company Common Stock (each, a “ Certificate ”); or (ii) any book-entry shares which immediately prior to
the Effective Time represented shares of Company Stock (each, a “ Book-Entry Share ”) will cease to have any rights with
respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.03 hereof.

 (e) Conversion
of Merger Sub Capital Stock . Each share of common stock, par value $0.00001 per share, of Merger Sub issued and outstanding immediately
prior to the Effective Time shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock,
par value $0.00001 per share, of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and
shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates
representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the
Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

 (f) Fractional
Shares . No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company
Stock pursuant to Section 2.01(b) or Section 2.01(c) and such fractional share interests shall not entitle the owner thereof
to vote or to any other rights of a holder of shares of Parent Common Stock. Notwithstanding any other provision of this Agreement, each
holder of shares of Company Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share
of Parent Common Stock (after taking into account all shares of Company Stock exchanged by such holder) shall in lieu thereof, upon surrender
of such holder’s Certificates and Book-Entry Shares, receive in cash (rounded to the nearest whole cent), without interest, an amount
equal to such fractional amount multiplied by the last reported sale price of Parent Common Stock on the Nasdaq Stock Market (“ Nasdaq ”)
on the last complete trading day prior to the date of the Effective Time.

 Section 2.02 Treatment
of Warrants, RSUs and Other Stock-Based Instruments .

 (a) Company
Warrants . At the Effective Time, each outstanding Warrant that has not been exercised prior to the Effective Time will be cancelled
automatically as of the Effective Time, and thereafter each holder of such Warrant (each, a “ Warrantholder ”) will be
entitled to receive, upon delivery of such duly executed and completed agreement or instrument with respect to the cancellation of the
Warrant as the Company in its discretion may require (each, a “ Warrant Cancellation Agreement ”) an amount equal to
the Closing Per Warrant Consideration for each Warrant that is exercisable in accordance with the Allocation Statement and as provided
in Section 2.09 . The amounts described in this Section 2.02(a) shall be deemed to have been paid in full satisfaction of
all rights pertaining to such Warrants.

 (b) Company
RSUs . The Company shall take all requisite action so that, no later than the Effective Time, each Company RSU that is outstanding
as of immediately prior to the Effective Time shall be fully vested and shall be settled or deemed settled in shares of Company Stock,
which shall be treated in accordance with Section 2.01(c) .

 5

 (c) Resolutions
and Other Company Actions . At or prior to the Effective Time, the Company and Parent, the Company Board and Parent Board, and the
compensation committees of such boards, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee
consents) that may be necessary to effectuate the provisions of paragraphs (a)-(b) of this Section 2.02 .

 Section 2.03 Exchange
Procedures .

 (a) Exchange
Agent; Exchange Fund . Prior to the Effective Time, Parent and Company shall appoint an exchange agent (the “ Exchange Agent ”)
to act as the agent for the purpose of paying the Merger Consideration to the holders of Company Stock and Warrants. At or promptly following
the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent: (i) certificates representing
the shares of Parent Common Stock to be issued as Merger Consideration (or make appropriate alternative arrangements if uncertificated
shares of Parent Common Stock represented by book-entry shares will be issued); and (ii) cash sufficient to make payments in lieu of fractional
shares pursuant to Section 2.01(f) . In addition, Parent shall deposit or cause to be deposited with the Exchange Agent, as necessary
from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Company Stock may be
entitled pursuant to Section 2.03(g) for distributions or dividends on the Parent Common Stock, with both a record and payment
date after the Effective Time and prior to the surrender of the Company Common Stock in exchange for such Parent Common Stock. Such cash
and shares of Parent Common Stock, together with any dividends or other distributions deposited with the Exchange Agent pursuant to this
 Section 2.03(a) , are referred to collectively in this Agreement as the “ Exchange Fund .”

 (b) Procedures
for Surrender; No Interest . Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each
record holder of shares of Company Stock or Warrants which were converted pursuant to Section 2.01(b) ,
 Section 2.01(c) or Section 2.02(a) into the right to receive the Merger Consideration, a letter of transmittal and
instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery
of the Certificates or Warrant Cancellation Agreements or transfer of the Book-Entry Shares to the Exchange Agent, and which letter of
transmittal will be in customary form and have such other provisions as Parent and the Company may reasonably agree) for use in such exchange.
Each holder of shares of Company Stock or Warrants that have been converted into the right to receive the Merger Consideration shall be
entitled to receive the Merger Consideration in accordance with the Allocation Statement into which such shares of Company Stock or Warrants
have been converted pursuant to Section 2.01(b) , Section 2.01(c) or Section 2.02(a) in respect of the Company Stock
represented by a Certificate or Book-Entry Share or Warrant Cancellation Agreement, any cash in lieu of fractional shares which the holder
has the right to receive pursuant to Section 2.01(f) , and any dividends or other distributions pursuant to Section 2.03(g)
upon: (i) surrender to the Exchange Agent of a Certificate or Warrant Cancellation Agreement; or (ii) receipt of an “agent’s
message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the
case of Book-Entry Shares; in each case, together with a duly completed and validly executed letter of transmittal and such other documents
as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate,
Book-Entry Share or Warrant Cancellation Agreement. Upon payment of the Merger Consideration pursuant to the provisions of this Article
II , each Certificate or Certificates or Book-Entry Share or Book-Entry Shares or Warrant Cancellation Agreement so surrendered
or transferred, as the case may be, shall immediately be cancelled.

 (c) Investment
of Exchange Fund . Until disbursed in accordance with the terms and conditions of this Agreement, the cash in the Exchange Fund will
be invested by the Exchange Agent, as directed by Parent or the Surviving Corporation. No losses with respect to any investments of the
Exchange Fund will affect the amounts payable to the holders of Company Stock or Warrants. Any income from investment of the Exchange
Fund will be payable to Parent or the Surviving Corporation, as Parent directs.

 6

 (d) Payments
to Non-Registered Holders . If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name
the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment
that: (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall
be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required
as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish
to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

 (e) Full
Satisfaction . All Merger Consideration paid upon the surrender of Certificates, or Warrant Cancellation Agreements or transfer of
Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining
to the shares of Company Stock or Warrants formerly represented by such Certificate or Warrant Cancellation Agreement or Book-Entry Shares,
and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Stock or Warrants on the
stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates, Warrant Cancellation Agreements or Book-Entry
Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this Article
II .

 (f) Termination
of Exchange Fund . Any portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Stock and Warrants six
months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company
Stock or Warrants for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only
to Parent (subject to abandoned property, escheat, or other similar Laws), as general creditors thereof, for payment of the Merger Consideration
without any interest. Notwithstanding the foregoing, Parent shall not be liable to any holder of Company Stock or Warrants for any amounts
paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws.

 (g) Distributions
with Respect to Unsurrendered Company Shares and Warrants . All shares of Parent Common Stock to be issued pursuant to the Merger shall
be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect
of the Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions
in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock
shall be paid to any holder of any unsurrendered share of Company Stock or Warrant until the Certificate (or affidavit of loss in lieu
of the Certificate as provided in Section 2.06 ), Book-Entry Share or Warrant Cancellation Agreement is surrendered for exchange
in accordance with this Section 2.03 . Subject to the effect of applicable Laws, following such surrender, there shall be issued
or paid to the holder of record of the whole shares of Parent Common Stock issued in exchange for Company Stock in accordance with this
 Section 2.03 , without interest: (i) at the time of such surrender, the dividends or other distributions with a record date after
the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid; and (ii) at the appropriate
payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date
after the Effective Time but with a payment date subsequent to surrender.

 Section 2.04 Adjustments .
Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the
Effective Time, any change in the outstanding shares of capital stock of the Company or the Parent Common Stock shall occur (other than
the issuance of additional shares of capital stock of the Company or Parent as permitted by this Agreement), including by reason of any
reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares,
or similar transaction, or any stock dividend or distribution paid in stock, the applicable exchange ratio and any other amounts payable
pursuant to this Agreement shall be appropriately adjusted to reflect such change as agreed upon by Parent and the Company; provided,
however , that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities
that is prohibited by the terms of this Agreement.

 7

 Section 2.05 Withholding
Rights . Each of the Exchange Agent, Parent, Merger Sub, and the Surviving Corporation shall be entitled to deduct and withhold from
the consideration otherwise payable to any Person pursuant to this Article II such amounts
as may be required to be deducted and withheld with respect to the making of such payment under any Tax Laws; provided, however, that
prior to making any such deduction or withholding, the party making such deduction or withholding shall, except in the case of withholding
on payments of compensation or to the extent prohibited by applicable Law, use commercially reasonable efforts to provide the Person
from whom such amounts are deducted or withheld with a reasonable opportunity to provide forms or other evidence that would mitigate,
reduce, or eliminate such deduction or withholding. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent,
Merger Sub, or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having
been paid to the Person in respect of which the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be,
made such deduction and withholding.

 Section 2.06 Lost Certificates .
If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such
Certificate to be lost, stolen, or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount
as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent
will issue, in exchange for such lost, stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares
of Company Stock formerly represented by such Certificate as contemplated under this Article II.

 Section 2.07 Tax Treatment .
For U.S. federal income Tax purposes, it is intended that the Merger qualify as a “reorganization” within the meaning of
Section 368(a) of the Code, and the regulations promulgated thereunder, that this Agreement will constitute a “plan of reorganization”
for purposes of Sections 354 and 361 of the Code.

 Section 2.08 Dissenters’
Rights. Notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Stock held by a Stockholder
who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares in accordance
with all of the relevant provisions of Section 262 of the DGCL (each such share, an “ Appraisal Share ”) shall not be
converted into or represent a right to receive any payments under Section 2.01(b) or Section 2.01(c) . Holders of Appraisal
Shares shall be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any holder
of Appraisal Shares who, after the Effective Time, withdraws or fails to perfect the demand for appraisal or loses the right of appraisal
shall be deemed to be entitled, as of the Effective Time, to receive the applicable amounts payable with respect to such Appraisal Shares
under Section 2.01(b) or Section 2.01(c) , subject to the terms of this Article II .

 Section 2.09 Allocation
Statement . At least three (3) days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “ Allocation
Statement ”) of (A) the name, mailing address and email address of each holder of Company Stock and Warrants and (B) the allocation
of the Merger Consideration with respect to each holder of Company Stock and Warrants.

 8

 Article
III

Representations and Warranties of the Company

 Except as set forth in the
correspondingly numbered Section of the Company Disclosure Letter that relates to such Section or in another Section of the Company Disclosure
Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section,
the Company hereby represents and warrants to Parent and Merger Sub as follows:

 Section 3.01 Organization;
Standing and Power; Charter Documents; Subsidiaries .

 (a) Organization;
Standing and Power . The Company and each of its Subsidiaries is a corporation, limited liability company, or other legal entity duly
organized, validly existing, and in good standing (to the extent that the concept of “good standing” is applicable in the
case of any jurisdiction outside the United States) under the Laws of its respective jurisdiction of organization, and has the requisite
corporate, limited liability company, or other organizational, as applicable, power and authority to own, lease, and operate its assets
and to carry on its business as now conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business as
a foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good
standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of the
assets and properties owned, leased, or operated by it or the nature of its business makes such qualification or license necessary, except
where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect.

 (b) Charter
Documents . The Company has delivered or made available to Parent copies of the Charter Documents of the Company, and such copies are
true, correct, and complete copies of such documents as in effect as of the date of this Agreement. The Company has delivered or made
available to Parent a true and correct copy of the Charter Documents of each of the Company’s Subsidiaries. Neither the Company
nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents.

 (c) Subsidiaries .
 Section 3.01(c)(i) of the Company Disclosure Letter lists each of the Subsidiaries of the Company as of the date hereof and its
place of organization. Section 3.01(c)(ii) of the Company Disclosure Letter sets forth, for each Subsidiary that is not, directly
or indirectly, wholly-owned by the Company: (i) the number and type of any capital stock of, or other equity or voting interests in, such
Subsidiary that is outstanding as of the date hereof; and (ii) the number and type of shares of capital stock of, or other equity or voting
interests in, such Subsidiary that, as of the date hereof, are owned, directly or indirectly, by the Company. All of the outstanding shares
of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that is owned directly or indirectly by the
Company have been validly issued, were issued free of pre-emptive rights, are fully paid and non-assessable, and are free and clear of
all Liens, including any restriction on the right to vote, sell, or otherwise dispose of such capital stock or other equity or voting
interests, except for any Liens: (A) imposed by applicable securities Laws; or (B) arising pursuant to the Charter Documents of any non-wholly-owned
Subsidiary of the Company. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does
not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

 Section 3.02 Capital
Structure .

 (a) Capital
Stock . The total number of shares of capital stock of all classes which the Company has the authority to issue is 44,500,000, consisting
of (i) 42,000,000 shares of Company Common Stock, of which 23,869,864 shares are issued and outstanding as of the date of this Agreement
and (ii) 2,500,000 shares of Company Preferred Stock, of which 1,796,711 shares are issued and outstanding as of the date of this Agreement.
All of the shares of Company Stock have been, and shares reserved for issuance will be, duly authorized and validly issued, are, and shares
reserved for issuance will be, fully paid and nonassessable and have not been, and shares reserved for issuance will not be, issued in
violation of, and are not, and shares reserved for issuance will not be, subject to, any preemptive or subscription rights or rights of
first refusal. There are no declared but unpaid dividends or dividend equivalents with respect to any issued and outstanding shares of
Company Stock (including any RSUs).

 9

 (b) Stock
Awards and Warrants .

 (i) As
of the date of this Agreement, (i) 3,955,582 Warrants are outstanding, and (ii) 2,200,000 shares of Company Common Stock are subject to
outstanding RSUs (assuming achievement of all applicable performance goals with respect to any performance-based RSUs). Section 3.02(b)(i)
of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of (A) the name of the holder
of each outstanding RSU and Warrant by location, (B) the number of shares of Company Common Stock covered by such RSU or Warrant, (C)
the grant date, the vesting schedule, the exercise price or purchase price per share of such Warrant and the expiration date of such Warrant.
All RSUs and Warrants have been issued by Company in compliance with all applicable Laws, including valid exemptions from registration
under the Securities Act and all other applicable securities and tax Laws, and, with respect to RSUs, the terms of the Company Equity
Plan and Section 409A of the Code.

 (ii) (A)
Except for the RSUs, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company
Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or
subsequent events). Except as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, other than the RSUs, Warrants
and Company Preferred Stock, as of the date hereof, there are no outstanding: (A) securities of the Company or any of its Subsidiaries
convertible into or exchangeable for Voting Debt or shares of capital stock of the Company; (B) options, warrants, or other agreements
or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue,
any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company;
or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent
value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based,
directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the
Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to
collectively as “ Company Securities ”). All outstanding shares of Company Stock, all Warrants, all outstanding Company
Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of the Company,
have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws.

 (iii) There
are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company
Securities or Company Subsidiary Securities. Except as set forth in Section 3.02(b)(iii) of the Company Disclosure Letter, neither
the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary
Securities.

 (c) Voting
Debt . No bonds, debentures, notes, or other indebtedness issued by the Company or any of its Subsidiaries: (i) having the right to
vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible
into, or exchangeable for, securities having such right); or (ii) the value of which is directly based upon or derived from the capital
stock, voting securities, or other ownership interests of the Company or any of its Subsidiaries, are issued or outstanding (collectively,
“ Voting Debt ”).

 Section 3.03 Authority;
Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes .

 (a) Authority .
The Company has all requisite organizational power and authority to enter into and to perform its obligations under this Agreement and,
subject to, in the case of the consummation of the Merger, adoption of this Agreement by the Requisite Company Vote, to consummate the
transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby have been duly authorized by all necessary organizational action on the part of the Company and
no other organizational proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement
or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to
the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series
of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Merger and
the other transactions contemplated hereby. The “ Requisite Company Vote ” is the affirmative vote of the holders of
75% of the total voting power of all holders of the Company Common Stock, voting as a single class, who attend and vote at a shareholders’
meeting. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger
Sub, constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’
rights generally and by general principles of equity.

 10

 (b) Non-Contravention .
Except as set forth in Section 3.03(b ) of the Company Disclosure Letter, the execution, delivery, and performance of this Agreement
by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and
will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the
Charter Documents of the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of
 Section 3.03(c) have been obtained or made and, in the case of the consummation of the Merger, obtaining the Requisite Company
Vote, conflict with or violate any Law applicable to the Company, any of its Subsidiaries, or any of their respective properties or assets;
(iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
result in the Company’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other
liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment,
acceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or
otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties
or assets of the Company or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts,
violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations,
cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect.

 (c) Governmental
Consents . No consent, approval, order, or authorization of, or registration, declaration, or filing with, or notice to (any of the
foregoing being a “ Consent ”), any supranational, national, state, municipal, local, or foreign government, any instrumentality,
subdivision, court, administrative agency or commission, or other governmental authority, or any quasi-governmental or private body exercising
any regulatory or other governmental or quasi-governmental authority (a “ Governmental Entity ”) is required to be obtained
or made by the Company in connection with the execution, delivery, and performance by the Company of this Agreement or the consummation
by the Company of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware; (ii) such Consents as may be required under any Laws that are designed or intended to
prohibit, restrict, or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments
or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (the “ Antitrust
Laws ”), in any case that are applicable to the transactions contemplated by this Agreement; (iii) such Consents as may be required
under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (iv) the other Consents
of Governmental Entities listed in Section 3.03(c) of the Company Disclosure Letter (the “ Other Governmental Approvals ”);
and (vi) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect.

 (d) Board
Approval . The Company Board, by resolutions duly adopted by a unanimous vote at a meeting of all directors of the Company duly called
and held and, not subsequently rescinded or modified in any way, has: (i) determined that this Agreement and the transactions contemplated
hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of,
the Company and the Company’s stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery,
and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms
and subject to the conditions set forth herein; (iii) directed that this Agreement and the Plan of Merger be submitted to a vote of the
Company’s stockholders for adoption via written consent; and (iv) resolved to recommend that Company stockholders vote in favor
of adoption of this Agreement in accordance with the DGCL (collectively, the “ Company Board Recommendation ”).

 (e) Anti-Takeover
Statutes . No “fair price,” “moratorium,” “control share acquisition,” “supermajority,”
“affiliate transactions,” “business combination,” or other similar anti-takeover statute or regulation enacted
under any federal, state, local, or foreign laws applicable to the Company is applicable to this Agreement, the Merger, or any of the
other transactions contemplated by this Agreement.

 11

 Section 3.04 Financial
Statements; Undisclosed Liabilities; Off-Balance Sheet Arrangements .

 (a) Financial
Statements . The Company has provided Parent with complete copies of the following consolidated (with respect to the Company and its
Subsidiaries) financial statements: consolidated audited balance sheets of the Company and its Subsidiaries as of December 31, 2024 and
December 31, 2025, and the related consolidated audited statements of operations, stockholders’ equity and cash flows of the Company
and its Subsidiaries for the fiscal years of the Company ended on such dates (collectively, the “ Financial Statements ”
and the balance sheet of the Company and its Subsidiaries as of December 31, 2025, the “ Company Balance Sheet ”). The
Financial Statements (1) are true, complete and correct in all material respects, (2) are based on the books and records of the Company
and its Subsidiaries, which are themselves true, complete and correct in all material respects, (3) present fairly, in all material respects,
the financial position, results of operations and cash flows of the Company and its Subsidiaries, as at the respective dates thereof and
for the respective periods indicated therein, except as otherwise noted therein, none of which will be material individually or in the
aggregate, and (4) have been prepared in conformity with GAAP (except as may be indicated in the notes thereto).

 (b) Undisclosed
Liabilities . Neither the Company nor any of its Subsidiaries has any Liabilities other than Liabilities that: (i) are reflected or
reserved against in the Company Balance Sheet (including in the notes thereto); (ii) were incurred since the date of the Company Balance
Sheet in the ordinary course of business consistent with past practice; (iii) are incurred in connection with the transactions contemplated
by this Agreement; (iv) would not be required to be set forth on a consolidated balance sheet of Company prepared in accordance with GAAP;
(v) are for future performance under existing Contracts in accordance with their terms, which obligations, in accordance with the terms
thereof, are not required to be discharged prior to the Closing and have not arisen from any breach of or default under such Contracts;
or (vi) are transaction expenses incurred pursuant to the negotiation, execution, delivery or performance of this Agreement.

 (c) Off-Balance
Sheet Arrangements . Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to: (i)
any joint venture, off-balance sheet partnership, or any similar Contract or arrangement (including any Contract or arrangement relating
to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any other Person, including
any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) any “off-balance sheet arrangements”
(as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

 (d) Accounting,
Securities, or Other Related Complaints or Reports . Since January 1, 2023: (i) none of the Company or any of its Subsidiaries nor
any director or officer of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim
regarding the financial accounting, internal accounting controls, or auditing practices, procedures, methodologies, or methods of the
Company or any of its Subsidiaries or any written complaint, allegation, assertion, or claim from employees of the Company or any of its
Subsidiaries regarding questionable financial accounting or auditing matters with respect to the Company or any of its Subsidiaries; and
(ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries,
has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty, or similar material violation by
the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Company Board or any
committee thereof, or to the chief executive officer, chief financial officer, or general counsel of the Company.

 12

 Section 3.05 Absence of
Certain Changes or Events . Since December 31, 2025, except in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, or as otherwise set forth on Section 3.05 of the Company Disclosure Letter, the
business of the Company and each of its Subsidiaries has been conducted in the ordinary course of business consistent with past practice
and there has not been or occurred:

 (a) any
Company Material Adverse Effect or any event, condition, change, or effect that could reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect; or

 (b) any
event, condition, action, or effect that, if taken during the period from the date of this Agreement through the Effective Time, would
constitute a breach of Section 5.01 .

 Section 3.06 Taxes .
Except as set forth on Section 3.06 of the Company Disclosure Letter,

 (a) Tax
Returns and Payment of Taxes . The Company and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into
account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete, and correct
in all material respects. Neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within
which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent
with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return)
have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company’s
Financial Statements (in accordance with GAAP). The Company’s Financial Statements reflect an adequate reserve (in accordance with
GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. Neither the Company
nor any of its Subsidiaries has incurred any material Liability for Taxes since the date of the Company’s Financial Statements outside
of the ordinary course of business or otherwise inconsistent with past practice.

 (b) Availability
of Tax Returns . The Company has made available to Parent complete and accurate copies of all federal, state, local, and foreign income,
franchise, and other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after January
1, 2023.

 (c) Withholding .
The Company and each of its Subsidiaries have withheld and timely paid each material Tax required to have been withheld and paid in connection
with amounts paid or owing to any Company Employee, creditor, customer, stockholder, or other party (including, without limitation, withholding
of Taxes pursuant to Sections 1441 and 1442 of the Code or similar provisions under any state, local, and foreign Laws), and materially
complied with all information reporting and backup withholding provisions of applicable Law.

 (d) Liens .
There are no Liens for material Taxes upon the assets of the Company or any of its Subsidiaries other than for current Taxes not yet due
and payable or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP has been made in the Company’s Financial Statements.

 13

 (e) Tax
Deficiencies and Audits . No deficiency for any material amount of Taxes which has been proposed, asserted, or assessed in writing
by any taxing authority against the Company or any of its Subsidiaries remains unpaid. There are no waivers or extensions of any statute
of limitations currently in effect with respect to Taxes of the Company or any of its Subsidiaries. There are no audits, suits, proceedings,
investigations, claims, examinations, or other administrative or judicial proceedings ongoing or pending with respect to any material
Taxes of the Company or any of its Subsidiaries.

 (f) Tax
Jurisdictions . No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries
do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

 (g) Tax
Rulings . Neither the Company nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling,
technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any
such request outstanding.

 (h) Consolidated
Groups, Transferee Liability, and Tax Agreements . Neither the Company nor any of its Subsidiaries: (i) has been a member of a group
filing Tax Returns on a consolidated, combined, unitary, or similar basis; (ii) has any material liability for Taxes of any Person (other
than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state,
or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability
under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in
credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

 (i) Change
in Accounting Method . Neither the Company nor any of its Subsidiaries has agreed to make, nor is it required to make, any material
adjustment under Section 481(a) of the Code or any comparable provision of state, local, or foreign Tax Laws by reason of a change in
accounting method or otherwise.

 (j) Post-Closing
Tax Items . The Company and its Subsidiaries will not be required to include any material item of income in, or exclude any material
item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i)
“closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or
foreign income Tax Law) executed on or prior to the Closing Date; (ii) installment sale or open transaction disposition made on or prior
to the Closing Date; (iii) prepaid amount received on or prior to the Closing Date; (iv) any income under Section 965(a) of the Code,
including as a result of any election under Section 965(h) of the Code with respect thereto; or (v) election under Section 108(i) of the
Code.

 14

 (k) Ownership
Changes . Without regard to this Agreement, neither the Company nor any of its Subsidiaries has undergone an “ownership change”
within the meaning of Section 382 of the Code.

 (l) Section
355 . Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation”
in connection with a distribution described in Section 355 of the Code.

 (m) Reportable
Transactions . Neither the Company nor any of its Subsidiaries has been a party to, or a material advisor with respect to, a “reportable
transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

 (n) Intended
Tax Treatment . Neither the Company nor any of its Subsidiaries has taken or agreed to take any action, and to the Knowledge of the
Company there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization”
within the meaning of Section 368(a) of the Code.

 (o) USRPHC,
Withholding on Foreign Holders . The Company is not, and has not been at any time during the period specified in Section 897(c)(1)(A)(ii)
of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. None
of the Subsidiaries of the Company holds, directly or indirectly, any “United States real property interest” within the meaning
of Section 897(c)(1) of the Code other than as set forth in Section 3.06(p) of the Company Disclosure Letter.

 Section 3.07 Intellectual Property .

 (a) Scheduled
Company-Owned IP . Section 3.07(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof,
of all: (i) Company-Owned IP that is the subject of any issuance, registration, certificate, application, or other filing by, to or with
any Governmental Entity or authorized private registrar, including patents, patent applications, trademark registrations and pending applications
for registration, copyright registrations and pending applications for registration, and internet domain name registrations (“ Company
Registered IP ”), setting forth, for each, the jurisdiction where such Company Registered IP has been registered or filed; the
application, registration or serial number; the application, filing or registration date; the status; and the record and beneficial owners;
and (ii) material unregistered Company-Owned IP. Except as set forth on Section 3.07(a) of the Company Disclosure Letter, there are no
actions that must be taken within four (4) months from the date hereof, including the payment of fees or the filing of documents, for
the purposes of obtaining, maintaining, perfecting, or renewing any rights in such Company Registered IP.

 (b) Right
to Use; Title . The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, and interest in and to
the Company-Owned IP, and has the valid and enforceable right to use all other Intellectual Property used in or necessary for the conduct
of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted (“ Company IP ”),
in each case, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect.

 15

 (c) Validity
and Enforceability . To the Company’s Knowledge, the Company and its Subsidiaries’ rights in the Company-Owned IP are valid,
subsisting, and enforceable. The Company and each of its Subsidiaries have taken reasonable steps to maintain the Company IP and to protect
and preserve the confidentiality of all trade secrets included in the Company IP.

 (d) Non-Infringement .
To the Company’s Knowledge: (i) since January 1, 2023, to, the conduct of the businesses of the Company and any of its Subsidiaries
has not infringed, misappropriated, or otherwise violated, and currently is not infringing, misappropriating, or otherwise violating,
any Intellectual Property of any other Person; and (ii) no third party is infringing upon, violating, or misappropriating any Company
IP.

 (e) IP
Legal Actions and Orders . Except as set forth on Section 3.07(e) of the Company Disclosure Letter, there are no Legal Actions
pending or, to the Knowledge of the Company, threatened: (i) alleging any infringement, misappropriation, or violation by the Company
or any of its Subsidiaries of the Intellectual Property of any Person; or (ii) challenging the validity, enforceability, or ownership
of any Company-Owned IP or the Company or any of its Subsidiaries’ rights with respect to any Company IP. The Company and its Subsidiaries
are not subject to any outstanding Order that restricts or impairs the use of any Company-Owned IP.

 (f) Governmental
Funding . No funding, facilities or resources of any Governmental Entity, university, college, or other educational institution, or
research center were used in the creation, generation, conception, discovery, development or reduction to practice of any Company-Owned
IP. The Company is not a member or promoter of, or a contributor to, any industry standards body or similar organization that obligates
the Company to grant or offer to any third party any license or similar immunity with respect to such Intellectual Property. No Person
who contributed to the creation, generation, conception, discovery, development or reduction to practice of any Company-Owned IP was performing
services for any Governmental Entity, or for a university, college or other educational institution or research center, during the period
of time such Person was creating, generating, conceiving, discovering, developing or reducing to practice any Company-Owned IP.

 (g) Company
IT Systems . To the Company’s Knowledge, since January 1, 2023, there has been no malfunction, failure, continued substandard
performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Company IT Systems, in
each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The
Company and its Subsidiaries have taken all reasonable best efforts to safeguard the confidentiality, availability, security, and integrity
of the Company IT Systems, including implementing and maintaining appropriate backup, disaster recovery, and software and hardware support
arrangements, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect. Neither the Company nor any of its Subsidiaries has used, modified, distributed, or otherwise undertaken any act or omission with
respect to any Open Source Materials that would be likely to result in any claim that any proprietary Software included in the Company-Owned
IP, in whole or in part, is (i) required to be made available to any third party in source code form; (ii) required to be licensed to
any third party for the purpose of modification or redistribution; (iii) required to be licensed to any third party at no charge; or (iv)
required to be made subject to the terms and conditions of any Open Source License. The Company and each of its Subsidiaries is in compliance
with the terms and conditions of, and has strictly complied with the obligations set forth in, the Open Source Licenses under which it
has received any Open Source Material, including any and all obligations regarding attribution notices, copyright statements, disclaimers,
license terms, source code availability, and marking requirements.

 16

 Section 3.08 Privacy
and Data Security .

 (a) To
the Company’s Knowledge, since January 1, 2023, the Company and each of its Subsidiaries have complied with all applicable
Laws and all internal or publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer,
and security of personal information in the conduct of the Company’s and its Subsidiaries’ businesses, in each case except
as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2023,
the Company and its Subsidiaries have not: (i) experienced any actual, alleged, or suspected data breach or other security incident involving
personal information in their possession or control; or (ii) received any written notice of any audit, investigation, complaint, or other
Legal Action by any Governmental Entity or other Person concerning the Company’s or any of its Subsidiaries’ collection, use,
processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Law
concerning privacy, data security, or data breach notification, and to the Company’s Knowledge, there are no facts or circumstances
that could reasonably be expected to give rise to any such Legal Action, in each case except as would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.

 (b) The
Company and each of its Subsidiaries carry out regular tests and vulnerability assessments of the Systems and promptly remediate all critical
and high-risk issues and vulnerabilities identified therein, in each case, in accordance with customary industry standards and practices
for entities operating businesses similar to the business of the Company and its Subsidiaries. The Company and each of its Subsidiaries
have used commercially reasonable efforts to implement and maintain policies and practices to monitor, prevent and detect any security
incident and protect the availability, security and integrity of all Systems and data (including Personal Information processed thereby
or thereon) used or held for use in connection with the business of the Company and its Subsidiaries, and implement, maintain and regularly
test appropriate disaster recovery and business continuity plans, procedures and facilities, in each case, in accordance with customary
industry standards and practices for entities operating businesses similar to the business of the Company and its Subsidiaries. The Systems
are in good working condition in all material respects and perform all functions necessary for the current operation of the Company and
its Subsidiaries.

 Section 3.09 Compliance;
Permits .

 (a) Compliance .
The Company and each of its Subsidiaries are and, since January 1, 2023 have been in material compliance with, all Laws or Orders applicable
to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective businesses or
properties is bound. Since January 1, 2023, neither the Company nor any of its Subsidiaries has received any written notice stating that
the Company or any of its Subsidiaries is not in compliance with any Law in any material respect.

 (b) Permits .
The Company and its Subsidiaries hold, to the extent necessary to operate their respective businesses as such businesses are being operated
as of the date hereof, all permits, licenses, registrations, variances, clearances, consents, commissions, franchises, exemptions, Orders,
authorizations, and approvals from Governmental Entities (collectively, “ Permits ”), except for any Permits for which
the failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
No suspension, cancellation, non-renewal, or adverse modification of any Permits of the Company or any of its Subsidiaries is pending
or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation which would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is and, since January
1, 2023, has been in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably
be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 17

 Section 3.10 Litigation .
There is no Legal Action pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any
of their respective properties or assets or, to the Knowledge of the Company, any officer or director of the Company or any of its Subsidiaries
in their capacities as such other than any such Legal Action that: (a) does not involve an amount in controversy in excess of $100,000;
and (b) does not seek material injunctive or other material non-monetary relief. None of the Company or any of its Subsidiaries or any
of their respective properties or assets is subject to any order, writ, assessment, decision, injunction, decree, ruling, or judgment
of a Governmental Entity or arbitrator, whether temporary, preliminary, or permanent (“ Order ”). There is no Legal
Action by the Company or any Subsidiary pending or threatened against any other Person.

 Section 3.11 Product Liability .
Except as set forth on Section 3.11 of the Company Disclosure Letter or as reserved against in the Financial Statements, since
January 1, 2023: (i) there have been no lawsuits involving a product of the Company or any of its Subsidiaries or the business of the
Company as currently conducted which is pending or, to the Knowledge of the Company, threatened, by any Person, (ii) there has been no
written formal claim involving a product of the Company or any of its Subsidiaries or the business of the Company as currently conducted
which is pending or, to the Knowledge of the Company, threatened, by any Person that would reasonably be expected to be material to the
operation of the business of the Company as currently conducted, taken as a whole, (iii) there has not been any, and there are no currently
planned, post-sale warning or product recall, withdrawals or safety alerts of a material nature conducted by or on behalf of the business
of the Company concerning any product of the business of the Company as currently conducted, (iv) neither the Company nor any of its
Subsidiaries has received any written or oral notice from any Governmental Entity, customer, or other third party, nor does the Company
have any Knowledge of any facts or circumstances, that would reasonably be expected to result in the matters described in clause (iii),
and (v) the products of the Company and its Subsidiaries at the time of sale or distribution (x) conformed in all material respects to
the specifications, drawings, samples and other descriptions furnished or agreed by the Company and its Subsidiaries, (y) were manufactured,
labelled, packaged, stored, and shipped in compliance in all material respects with applicable industry standards and internal quality
control procedures, and (z) were designed, manufactured, marketed, sold, and distributed in compliance in all material respects with
all applicable laws, regulations, and standards, including but not limited to safety, environmental, and consumer protection Laws in
all relevant jurisdictions.

 Section 3.12 Brokers’
and Finders’ Fees . Except as set forth on Section 3.12 of the Company Disclosure Letter, neither the Company nor any
of its Subsidiaries has incurred, nor will it incur, directly or indirectly, any liability for investment banker, brokerage, or finders’
fees or agents’ commissions, or any similar charges in connection with this Agreement or any transaction contemplated by this Agreement.

 Section 3.13 Related Person
Transactions . Except as set forth on Section 3.13 of the Company Disclosure Letter, there are, and since January 1, 2023,
there have been, no Contracts, transactions, arrangements, or understandings between the Company or any of its Subsidiaries, on the one
hand, and any Affiliate or, any director, officer, or to the Company’s Knowledge, employee of the Company or any Subsidiary or
any of their respective family members of Company, any of its Subsidiaries any Affiliate thereof or any holder of 5% or more of the shares
of Company Common Stock (or, to the Company’s Knowledge, any of their respective family members), but not including any wholly-owned
Subsidiary of the Company, on the other hand.

 18

 Section 3.14 Employee
Benefit Issues .

 (a) Schedule .
 Section 3.14(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program,
policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation,
performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment,
disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination,
severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case
whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,”
within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed
to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former employee, independent
contractor, consultant, or director of the Company or any of its Subsidiaries (each, a “ Company Employee ”), or with
respect to which the Company or any of its Subsidiaries has or may have any Liability (collectively, the “ Company Employee Plans ”).
For the avoidance of doubt, Company Employee Plans shall include any plan, program, or arrangement that has been terminated but with respect
to which the Company or any of its Subsidiaries retains any residual liability or obligation.

 (b) Documents .
The Company has made available to Parent correct and complete copies (or, if a plan or arrangement is not written, a written description)
of all Company Employee Plans and amendments thereto, and, to the extent applicable: (i) all related trust agreements, funding arrangements,
insurance contracts, and service provider agreements now in effect or required in the future as a result of the transactions contemplated
by this Agreement or otherwise; (ii) the most recent determination letter received regarding the tax-qualified status of each Company
Employee Plan; (iii) the most recent financial statements for each Company Employee Plan; (iv) the Form 5500 Annual Returns/Reports and
Schedules for the most recent plan year for each Company Employee Plan; (v) the current summary plan description and any related summary
of material modifications and, if applicable, summary of benefits and coverage, for each Company Employee Plan; (vi) all actuarial valuation
reports related to any Company Employee Plans; and (vii) for the purposes of Section 2.02 , the Company Equity Plan and Company
Equity Award agreements.

 (c) Employee
Plan Compliance . (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance
with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company
Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and have received timely determination
letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been
threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect
that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively,
of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status
under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits,
premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles,
and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent
required by, and in accordance with GAAP; (iv) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending
or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity
Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (v) there are no Legal Actions pending, or,
to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits);
(vi) neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company to a tax
or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (vii) all non-US Company Employee Plans that are
intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions.

 19

 (d) Plan
Liabilities . Neither the Company nor any Company ERISA Affiliate has: (i) incurred or reasonably expects to incur, either directly
or indirectly, any liability under Title IV of ERISA, or related provisions of the Code or foreign Law relating to any Company Employee
Plan and nothing has occurred that could reasonably be expected to constitute grounds under Title IV of ERISA to terminate, or appoint
a trustee to administer, any Company Employee Plan; (ii) except for payments of premiums to the Pension Benefit Guaranty Corporation (“ PBGC ”)
which have been timely paid in full, not incurred any liability to the PBGC in connection with any Company Employee Plan covering any
active, retired, or former employees or directors of the Company or any Company ERISA Affiliate, including, without limitation, any liability
under Sections 4069 or 4212(c) of ERISA or any penalty imposed under Section 4071 of ERISA, or ceased operations at any facility, or withdrawn
from any such Company Employee Plan in a manner that could subject it to liability under Sections 4062, 4063 or 4064 of ERISA; (iii) failed
to satisfy the health plan compliance requirements under the Affordable Care Act, including the employer mandate under Section 4980H of
the Code and related information reporting requirements; (iv) failed to comply with Section 601 through 608 of ERISA and Section 4980B
of the Code, regarding the health plan continuation coverage requirements under COBRA; (v) failed to comply with the privacy, security,
and breach notification requirements under HIPAA; or (vi) incurred any withdrawal liability (including any contingent or secondary withdrawal
liability) within the meaning of Sections 4201 or 4204 of ERISA to any multiemployer plan and nothing has occurred that presents a material
risk of the occurrence of any withdrawal from or the partition, termination, reorganization, or insolvency of any such multiemployer plan
which could result in any liability of the Company or any Company ERISA Affiliate to any such multiemployer plan.

 (e) Certain
Company Employee Plans . With respect to each Company Employee Plan:

 (i) no
such plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan”
within the meaning of Section 413(c) of the Code and neither the Company nor any of its Company ERISA Affiliates has now or at any time
within the previous six years contributed to, sponsored, maintained, or had any liability or obligation in respect of any such multiemployer
plan or multiple employer plan, or, if any such contribution, sponsorship, or maintenance occurred more than six years prior to the date
hereof, no residual liability or obligation remains outstanding with respect thereto;

 (ii) no
Legal Action has been initiated by the PBGC to terminate any such Company Employee Plan or to appoint a trustee for any such Company Employee
Plan;

 (iii) no
Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA or Sections 412, 418(b), or 430 of the Code,
and none of the assets of the Company or any Company ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien
arising under Section 303 of ERISA or Sections 430 or 436 of the Code; and

 (iv) no
“reportable event,” as defined in Section 4043 of ERISA, has occurred, or is reasonably expected to occur, with respect to
any such Company Employee Plan.

 20

 (f) No
Post-Employment Obligations . No Company Employee Plan provides post-termination or retiree health benefits to any person for any reason,
except as may be required by COBRA or other applicable Law, and neither the Company nor any Subsidiary of the Company has any Liability
to provide post-termination or retiree health benefits to any person or has ever represented, promised, or contracted to any Company Employee
(either individually or to Company Employees as a group) or any other person that such Company Employee(s) or other person would be provided
with post-termination or retiree health benefits, except to the extent required by COBRA or other applicable Law.

 (g) Potential
Governmental or Lawsuit Liability . Other than routine claims for benefits: (i) there are no pending or, to the Knowledge of the Company,
threatened claims by or on behalf of any participant in any Company Employee Plan, or otherwise involving any Company Employee Plan or
the assets of any Company Employee Plan; and (ii) no Company Employee Plan is presently or has within the three years prior to the date
hereof, been the subject of an examination or audit by a Governmental Entity or is the subject of an application or filing under, or is
a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Entity.

 (h) Section
409A Compliance . Each Company Employee Plan that is subject to Section 409A of the Code has been operated in material compliance with
such section and all applicable regulatory guidance (including, without limitation, proposed regulations, notices, rulings, and final
regulations). No compensation or benefits payable under any Company Employee Plan will be subject to additional tax, interest, or penalties
under Section 409A of the Code because of the transactions contemplated by this Agreement.

 (i) Health
Plan Compliance . The Company and each of its Subsidiaries complies in all material respects with the applicable requirements under
ERISA and the Code, including COBRA, HIPAA, and the Affordable Care Act, and other federal requirements for employer-sponsored health
plans, and any corresponding requirements under state statutes, with respect to each Company Employee Plan that is a group health plan
within the meaning of Section 733(a) of ERISA, Section 5000(b)(1) of the Code, or such state statute. Neither the Company nor any of its
Subsidiaries has incurred (whether or not assessed) any penalty or Tax under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code and
no circumstances exist or events have occurred that would be reasonably likely to result in the imposition of any such penalties or Taxes.

 (j) Effect
of Transaction . Except as set forth on Section 3.14(j) of the Company Disclosure Letter, neither the execution or delivery of this
Agreement, the consummation of the Merger, nor any of the other transactions contemplated by this Agreement will (either alone or in combination
with any other event): (i) entitle any current or former director, employee, contractor, or consultant of the Company or any of its Subsidiaries
to severance pay or any other payment; (ii) accelerate the timing of payment, funding, or vesting, or increase the amount of compensation
due to any such individual; (iii) limit or restrict the right of the Company to merge, amend, or terminate any Company Employee Plan;
or (iv) increase the amount payable or result in any other material obligation pursuant to any Company Employee Plan. Except as set forth
on Section 3.14(j) of the Company Disclosure Letter, no amount that could be received (whether in cash or property or the vesting of any
property) as a result of the consummation of the transactions contemplated by this Agreement by any employee, director, or other service
provider of the Company under any Company Employee Plan or otherwise would be non-deductible by reason of Section 280G of the Code nor
would be subject to an excise tax under Section 4999 of the Code.

 21

 (k) Employment
Law Matters . The Company and each its Subsidiaries: (i) is in compliance with all applicable Laws and agreements regarding hiring,
employment, termination of employment, the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “ WARN Act ”),
and any analogous state or local “plant closing” or “mass layoff” statutes, rules, or regulations, employment
discrimination, harassment, retaliation, and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and
hours of work, employee classification, the proper withholding, reporting, and remittance of all employment and payroll taxes, employee
health and safety, use of genetic information, leasing and supply of temporary and contingent staff, engagement of independent contractors,
including proper classification of same, and immigration with respect to Company Employees and contingent workers; (ii) has not, within
the 90-day period preceding the date of this Agreement, effectuated (x) a “plant closing” (as defined in the WARN Act) affecting
any site of employment or operating unit of the Company, or (y) a “mass layoff” (as defined in the WARN Act), or taken any
action that would trigger notification obligations under the WARN Act or any analogous state or local statute; and (iii) is in compliance
with all applicable Laws relating to the relations between it and any labor organization, trade union, work council, or other body representing
Company Employees, except, in the case of clauses (i) and (ii) immediately above, where the failure to be in compliance with the foregoing
would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 (l) Labor .
Neither the Company nor any of its Subsidiaries is party to, or subject to, any collective bargaining agreement or other agreement with
any labor organization, work council, or trade union with respect to any of its or their operations. No material work stoppage, slowdown,
or labor strike against the Company or any of its Subsidiaries with respect to employees who are employed within the United States is
pending, threatened, or has occurred in the last three years, and, to the Knowledge of the Company, no material work stoppage, slowdown,
or labor strike against the Company or any of its Subsidiaries with respect to employees who are employed outside the United States is
pending, threatened, or has occurred in the last three years. None of the Company Employees is represented by a labor organization, work
council, or trade union and, to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union
card signing or other union activity, or union corporate campaigns of or by any labor organization, trade union, or work council directed
at the Company or any of its Subsidiaries, or any Company Employees. There are no Legal Actions, government investigations, or labor grievances
pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee or applicant,
including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation,
denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of Law,
except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect.

 (m) No
Harassment . Neither the Company nor any of its Subsidiaries is a party to a settlement agreement with a current or former employee,
director or officer that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either an officer
or Company Employee. In the last three years, no allegations of sexual harassment, sexual misconduct or discrimination have been made
against any officer or Employee, and to the Knowledge of the Company, no such harassment, misconduct or discrimination has occurred.

 22

 Section 3.15 Real Property
and Personal Property Matters .

 (a) Owned
Real Estate . Neither the Company nor any of its Subsidiaries (i) owns, or has ever owned, any real property and (ii) has
entered into (and is not bound by or required to enter into) any Contracts to purchase any real property.

 (b) Leased
Real Estate . Section 3.15(b) of the Company Disclosure Letter contains a true and complete list of all Company Leases (including
all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Company
Leased Real Estate (including the date and name of the parties to such Company Lease document). The Company has delivered to Parent a
true and complete copy of each such Company Lease. Except as set forth on Section 3.15(b) of the Company Disclosure Letter, with
respect to each of the Company Leases: (i) such Company Lease is legal, valid, binding, enforceable, and in full force and effect; (ii)
neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to the Company Lease, is in breach
or default in any material respect under such Company Lease, and no event has occurred or circumstance exists which, with or without notice,
lapse of time, or both, would constitute a material breach or default under such Company Lease; (iii) the Company’s or its Subsidiary’s
possession and quiet enjoyment of the Company Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the
Company, there are no disputes with respect to such Company Lease; and (iv) there are no Liens on the estate created by such Company Lease
other than Permitted Liens. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise
transferred any Company Lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise
granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Company Leased Real Estate
or any portion thereof.

 (c) Personal
Property . Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,
the Company and each of its Subsidiaries are in possession of and have good and marketable title to, or valid leasehold interests in or
valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned,
leased, or used by the Company or any of its Subsidiaries, free and clear of all Liens except (a) as reflected in the Financial Statements,
and (b) Permitted Liens.

 Section 3.16 Environmental
Matters . Except as set forth in Section 3.16 of the Company Disclosure Letter:

 (a) Compliance
with Environmental Laws . The Company and its Subsidiaries are, have been, in compliance with all Environmental Laws in all material
respects, which compliance includes the possession, maintenance of, compliance with, or application for, all Permits required under applicable
Environmental Laws for the operation of the business of the Company and its Subsidiaries as currently conducted.

 23

 (b) No
Disposal, Release, or Discharge of Hazardous Substances . Neither the Company nor any of its Subsidiaries has disposed of, released,
or discharged any Hazardous Substances on, at, under, in, or from any real property currently or, to the Knowledge of the Company, formerly
owned, leased, or operated by it or any of its Subsidiaries or at any other location that is: (i) currently subject to any investigation,
remediation, or monitoring; or (ii) reasonably likely to result in liability to the Company or any of its Subsidiaries, in either case
of (i) or (ii) under any applicable Environmental Laws.

 (c) No
Production or Exposure of Hazardous Substances . Neither the Company nor any of its Subsidiaries has: (i) produced, processed, manufactured,
generated, transported, treated, handled, used, or stored any Hazardous Substances, except in compliance with Environmental Laws, at any
Company Leased Real Estate; or (ii) exposed any employee or any third party to any Hazardous Substances under circumstances reasonably
expected to give rise to any material Liability or obligation under any Environmental Law.

 (d) No
Legal Actions or Orders . Neither the Company nor any of its Subsidiaries has received written notice of and there is no Legal Action
pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, alleging any material Liability
or responsibility under or material non-compliance with any Environmental Law or seeking to impose any financial responsibility for any
investigation, cleanup, removal, containment, or any other remediation or compliance under any Environmental Law. Neither the Company
nor any of its Subsidiaries is subject to any Order, settlement agreement, or other written agreement by or with any Governmental Entity
or third party imposing any material Liability or obligation with respect to any of the foregoing.

 (e) No
Assumption of Environmental Law Liabilities . Neither the Company nor any of its Subsidiaries has expressly assumed or retained any
Liabilities under any applicable Environmental Laws of any other Person, including in any acquisition or divestiture of any property or
business.

 Section 3.17 Material
Contracts .

 (a) Material
Contracts . For purposes of this Agreement, “ Company Material Contract ” shall mean the following to which the Company
or any of its Subsidiaries is a party or any of the respective assets are bound (excluding any Leases):

 (i) any
“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC);

 24

 (ii) any
employment or consulting Contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with
any current or former (A) officer of the Company, (B) member of the Company Board, or (C) Company Employee providing for an annual base
salary or payment in excess of $150,000;

 (iii) any
Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, in each case that is material to the
Company and its Subsidiaries, taken as a whole, other than (A) any guaranty by the Company or a Subsidiary thereof of any of the obligations
of (1) the Company or another wholly-owned Subsidiary thereof or (2) any Subsidiary (other than a wholly-owned Subsidiary) of the Company
that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, or (B) any Contract providing
for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business;

 (iv) any
Contract that purports to limit in any material respect the right of the Company or any of its Subsidiaries (or, at any time after the
consummation of the Merger, Parent or any of its Subsidiaries) (A) to engage in any line of business, (B) compete with any Person or solicit
any client or customer, or (C) operate in any geographical location;

 (v) any
Contract for the acquisition or disposition (by merger or otherwise) by the Company or any of its Subsidiaries of all or substantially
all of the assets or capital stock or other equity interests of another Person (A) entered into within three (3) years prior to the date
hereof or (B) providing for continuing payment obligations of the Company to such other Person;

 (vi) any
Contract that is with a Governmental Entity or higher-tier subcontractor of any Governmental Entity;

 (vii) any
Contract that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or
properties of the Company or any of its Subsidiaries;

 (viii) any
Contract that contains any provision that requires the purchase of all or a material portion of the Company’s or any of its Subsidiaries’
requirements for a given product or service from a given third party, which product or service is material to the Company and its Subsidiaries,
taken as a whole;

 (ix) any
Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains
a “most favored nation” or similar covenant with any third party or upon consummation of the Merger will obligate Parent,
the Surviving Corporation, or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis or that contains
a “most favored nation” or similar covenant with any third party;

 25

 (x) any
partnership, joint venture, limited liability company agreement, or similar Contract relating to the formation, creation, operation, management,
or control of any material joint venture, partnership, or limited liability company, other than any such Contract solely between the Company
and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries;

 (xi) any
mortgages, indentures, guarantees, loans, or credit agreements, security agreements, or other Contracts, in each case relating to indebtedness
for borrowed money, whether as borrower, lender or guarantor, other than (A) accounts receivables and payables, and (B) loans by Company
or wholly-owned Subsidiaries of the Company to direct or indirect wholly-owned Subsidiaries of the Company;

 (xii) any
employee collective bargaining agreement or other Contract with any labor union;

 (xiii) all
Contracts involving the acquisition, sale, transfer, development, use, exploitation or license (including coexistence agreements and covenants
not to sue) of any material Intellectual Property, excluding (A) contracts for generally Commercially Available Software having license
fees of less than $500,000 annually or in the aggregate, (B) employee and contractor confidentiality and invention assignment agreements,
(C) non-disclosure agreements entered into in the ordinary course of business, and (D) Open Source Licenses;

 (xiv) any
Contract that is a hedging, futures, exchange, options or other derivative Contract;

 (xv) any
other Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $5,000,000
in any 12 month period and which is not otherwise described in clauses (i)–(xiv) above.

 (b) Schedule
of Material Contracts; Documents . Section 3.17(b) of the Company Disclosure Letter sets forth a true and complete list as of
the date hereof of all Company Material Contracts. The Company has made available to Parent correct and complete copies of all Company
Material Contracts, including any amendments thereto.

 (c) No
Breach . (i) All the Company Material Contracts are legal, valid, and binding on the Company or its applicable Subsidiary, enforceable
against it in accordance with its terms, and is in full force and effect, in accordance with its terms, subject to Laws of general application
relating to bankruptcy, insolvency and the relief of debtors; and rules of law governing specific performance, injunctive relief and other
equitable remedies; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party has violated,
in any material respect, any provision of, or failed, in any material respect, to perform any obligation required under the provisions
of, any Company Material Contract; and (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any
third party is in material breach, or has received written notice of material breach, of any Company Material Contract.

 26

 Section 3.18 Insurance .
All insurance policies maintained by the Company and its Subsidiaries are in full force and effect and provide insurance in such amounts
and against such risks as the Company reasonably has determined to be prudent, taking into account the industries in which the Company
and its Subsidiaries operate, and as is sufficient to comply with applicable Law. Except as would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default,
and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse
of time, would constitute such a breach or default, or permit termination or modification of, any of such insurance policies. To the
Knowledge of the Company: (i) no insurer of any such policy has been declared insolvent or placed in receivership, conservatorship, or
liquidation; and (ii) no notice of cancellation or termination, other than pursuant to the expiration of a term in accordance with the
terms thereof, has been received with respect to any such policy.

 Section 3.19 Information
Supplied . None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference
in the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Stockholder Matters (the “ Form
S-4 ”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it
(or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None
of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy
statement to be filed with the SEC and sent to the Parent’s stockholders in connection with the Parent Stockholder Matters (including
any amendments or supplements thereto, the “ Proxy Statement ”) will, at the date it is first mailed to the Parent’s
stockholders or at the time of the Parent Stockholders 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 necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the
Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf
of the Company.

 Section 3.20 Anti-Bribery and Corruption,
Customs & Trade Laws, Sanctions and Compliance .

 (a) Sanctions
and Customs & Trade Laws . Since January 1, 2021, the Company and each of its Subsidiaries have been in compliance with applicable
Sanctions, Anti-Money Laundering Laws and Customs & Trade Laws. None of the Company, the Subsidiaries, and their directors or officers,
and to the Knowledge of the Company, any of their respective direct or indirect shareholders, members, employees or agents are, or have
been since January 1, 2021, a Sanctioned Person. Since January 1, 2021, neither the Company nor any of the Subsidiaries has engaged in
any dealings or transactions in, with, or involving any Sanctioned Person or Sanctioned Jurisdiction. Since January 1, 2021, neither the
Company nor any of the Subsidiaries has (i) made any voluntary, directed or involuntary disclosure to any Governmental Entity or similar
agency with respect to any alleged act or omission arising under or relating to any non-compliance with Sanctions, Anti-Money Laundering
Laws, or Customs & Trade Laws, (ii) been the subject of a current, pending or, to the Company’s Knowledge, threatened investigation,
inquiry or enforcement proceedings for alleged violation of Anti-Money Laundering Laws, Customs & Trade Laws or Sanctions, or (iii)
received any written notice or citation for any actual or potential non-compliance with Anti-Money Laundering Laws, Customs & Trade
Laws or Sanctions. The Company and the Subsidiaries have implemented policies and procedures reasonably designed to ensure compliance
with applicable Anti-Money Laundering Laws, Customs & Trade Laws or Sanctions.

 27

 (b) No
Imports from Xinjiang . For the past three (3) years, neither the Company nor any of its Subsidiaries have imported goods produced,
mined, or manufactured, wholly or in part, in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China.

 (c) Outbound
Investment Rules . Neither the Company nor any of its Subsidiaries is a “covered foreign person” as defined in the Outbound
Investment Rules, and none of the transactions contemplated herein would result in a “covered transaction” as described in
the Outbound Investment Rules.

 (d) Anti-Corruption
Matters . Since January 1, 2021, neither the Company or any of its Subsidiaries, nor any of their respective officers or directors,
(or to the Knowledge of the Company, the Company’s respective employees or agents) is in violation of any applicable Anti-Corruption
Law or has directly or knowingly indirectly, made, offered, promised, authorized, accepted or agreed to receive, any unlawful payment,
gift, bribe or kickback: (i) to or for the benefit of any person for the purposes of influencing any official act or decision; (ii) to
secure any improper advantage; or (iii) to induce any person to do or omit to do any act in violation of the lawful duty of such person.
The Company has established and maintains a compliance program and adequate internal controls and procedures reasonably designed to ensure
that the Company and its respective Affiliates and Representatives (to the extent acting on their behalf) do not violate any Anti-Corruption
Laws. Neither the Company nor its officers or directors or employees has (i) made any voluntary, directed or involuntary disclosure to
any non-U.S. Governmental Entity with respect to any actual, alleged or reasonably suspected violation of any Anti-Corruption Laws, (ii)
been party of a past, current, pending or threatened whistleblower report, or investigation, or enforcement proceeding by a non-U.S. Governmental
Entity for any actual or alleged violation of Anti-Corruption Laws, or (iii) received any written or, to the Knowledge of the Company,
other notice concerning any actual or alleged violation of any Anti-Corruption Laws. To the Knowledge of the Company, no Employee of,
or holder of a financial interest in, the Company, or its respective Affiliates, is currently a Governmental Official.

 (e) Anti-Money
Laundering Laws . Since January 1, 2021, neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers,
employees or agents, in their positions as such, has violated any applicable Anti-Money Laundering Laws. The Company has in place written
policies, controls, and systems designed to ensure compliance with all applicable Anti-Money Laundering Laws. The Company has not (i)
made any voluntary, directed or involuntary disclosure to any Governmental Entity with respect to any actual, alleged or reasonably suspected
violation of any Anti-Money Laundering Laws, (ii) been the subject of a past, current, pending or threatened investigation or enforcement
proceeding by a Governmental Entity for any actual or alleged violation of Anti-Money Laundering Laws, or (iii) received any written or,
to the Knowledge of the Company, other notice concerning any actual or alleged violation of any Anti-Money Laundering Laws.

 28

 Section 3.21 Subsidies
and Grants . The terms and conditions of the public subsidies, grants, or other similar public benefits received by the Company have
been made available to Parent and the terms and conditions thereof have been complied with by the Company, except where such non-compliance
would not have a Company Material Adverse Effect.

 Section 3.22 Bankruptcy
Matters .

 (a) Bankruptcy
Case; Final Orders . The Company or its predecessor previously commenced a proceeding under Chapter 11 of title 11 of the United States
Code (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy
Court ”) (the “ Bankruptcy Case ”). On April 5, 2019, the Company filed its Third Amended Plan of Reorganization
for Suniva, Inc. (the “ Plan ”). April 9, 2019, the Bankruptcy Court entered its Findings of Fact, Conclusions
of Law and Order Confirming Third Amended Chapter 11 Plan of Reorganization of Suniva, Inc. (the “ Confirmation Order ”),
thereby confirming the Plan. The Confirmation Order is final and non-appealable, has not been stayed, vacated, modified, or reversed,
and remains in full force and effect. The effective date of the Plan occurred on April 10, 2019. On January 4, 2024, the Bankruptcy Court
entered its Order (A) Issuing a Final Decree Closing the Debtor’s Chapter 11 Case and (B) Terminating the Engagement of EPIQ
Class Action and Claims Solutions, Inc. as Claims and Noticing Agreement .

 (b) Discharge
of Pre-Petition Claims . Except as set forth on Section 3.22 of the Company Disclosure Letter, all claims, debts, liabilities,
obligations, commitments, damages, penalties, and causes of action (including all contingent, unliquidated, unmatured, and disputed claims)
of any kind or nature whatsoever (each, a “ Claim ,” as defined in Section 101(5) of the Bankruptcy Code) arising on
or prior to the effective date of the Discharge Order were fully and finally discharged, settled, released, expunged, or otherwise resolved
pursuant to the Bankruptcy Case.

 (c) No
Surviving or Contingent Liabilities . Except as set forth on Section 3.22 of the Company Disclosure Letter, the Company has
no liabilities or obligations (whether absolute, accrued, contingent, or otherwise) arising out of or relating to the Bankruptcy Case.

 (d) No
Successor Liability. The Company is not subject to any liability or potential liability under theories of successor liability, de
facto merger, alter ego, veil piercing, fraudulent transfer, fraudulent conveyance, substantive consolidation, or similar equitable doctrines
arising out of or relating to the Bankruptcy Case or any transaction consummated in connection therewith.

 (e) Compliance .
The Company has complied in all material respects with all applicable orders of the Bankruptcy Court. No event has occurred that would
reasonably be expected to result in the revocation of the Confirmation Order, the reopening of the Bankruptcy Case, or the imposition
of any administrative or priority Claim against the Company.

 29

 Section 3.23 Independent
Investigation . The Company has conducted its own independent investigation, review and analysis of the business, results of operations,
condition (financial or otherwise) or assets of Parent and its Subsidiaries and acknowledges that it has been provided adequate access
to the personnel, properties, assets, premises, books and records, and other documents and data of Parent and its Subsidiaries for such
purpose. The Company acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the Merger, it
has relied solely upon its own investigation and the express representations and warranties of Parent and Merger Sub set forth in this
Agreement (including the related portions of the Parent Disclosure Letter) and in any certificate delivered to the Company pursuant hereto.

 Section 3.24 Acknowledgement
of No Other Representations and Warranties . Except for the representations and warranties set forth in Article IV , the Parent
Disclosure Letter or in any certificate delivered pursuant to this Agreement, the Company acknowledges and agrees that no representation
or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf
of Parent or Merger Sub to the Company, and the Company hereby disclaims reliance on any such other representation or warranty, whether
by or on behalf of Parent or Merger Sub, and notwithstanding the delivery or disclosure to the Company, or any of its Representatives
or Affiliates, of any documentation or other information by Parent, Merger Sub or any of their Representatives or Affiliates with respect
to any one or more of the foregoing.

 Article
IV

Representations and Warranties of Parent and Merger Sub

 Except as set forth in the
correspondingly numbered Section of the Parent Disclosure Letter that relates to such Section or in another Section of the Parent Disclosure
Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section,
Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

 Section 4.01 Organization;
Standing and Power; Charter Documents; Subsidiaries .

 (a) Organization…

EX-10.1 · FORM OF VOTING AGREEMENT

EX-10.1
 3
 ea029387601ex10-1.htm
 FORM OF VOTING AGREEMENT

 Exhibit 10.1

 VOTING
AGREEMENT

 This Voting Agreement
(this “ Agreement ”) is made and entered into as of June 5, 2026, by and among Suniva, Inc., a
Delaware corporation (“ Company ”) and the undersigned stockholder (“ Stockholder ”) of SUNation
Energy, Inc, a Delaware corporation (“ Parent ”).

 RECITALS

 A. Concurrently
with the execution and delivery hereof, Parent, SUNation Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary
of Parent (“ Merger Sub ”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as
it may be amended or supplemented from time to time pursuant to the terms thereof, the “ Merger Agreement ”), which provides
for the merger (the “ Merger ”) of Merger Sub with and into the Company in accordance with its terms.

 B. Stockholder
is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of each class of capital stock of the
Parent as is indicated on the signature page of this Agreement.

 C. As
a material inducement to the willingness of the Company to enter into the Merger Agreement, the Company has required that Stockholder
enter into this Agreement.

 NOW, THEREFORE, intending
to be legally bound, the parties hereby agree as follows:

 1. Certain
Definitions .

 (a) Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of and
under this Agreement, the following terms shall have the following respective meanings:

 “ Constructive
Sale ” means with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative
contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security, or entering
into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic
benefits or risks of ownership of such security.

 “ Proposed
Transaction ” means the Merger and the transactions contemplated thereby.

 ” Shares ” means (i) all shares of capital stock of
the Parent owned, beneficially or of record, by Stockholder as of the date hereof, (ii) all additional shares of capital stock of the
Parent acquired by Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement
and expiring on the Expiration Date (as such term is defined in Section 9 below) and (iii) all shares of capital stock of the Parent
that Stockholder acquires or becomes the beneficial or record owner of after the date hereof by means of any stock dividend, stock split,
recapitalization, reclassification, combination, exchange of shares, or similar transaction.

 “ Transfer ”
means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the
grant, creation, or suffrage of a lien, security interest, or encumbrance in or upon, or the gift, grant, or placement in trust, or the
Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations
order or other court order, or otherwise by operation of law) or any right, title, or interest therein (including any right or power to
vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial
ownership thereof, the offer to make such a sale, transfer, Constructive Sale, or other disposition, and each agreement, arrangement,
or understanding, whether or not in writing, to effect any of the foregoing.

 2. Transfer
and Voting Restrictions .

 (a) At
all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Stockholder
shall not (except in connection with the Merger) Transfer or allow a Transfer of any of the Shares provided, however, notwithstanding
the foregoing, Stockholder may Transfer any of the Shares to (i) any Affiliate of such Stockholder, (ii) any immediate family member of
such Stockholder (if an individual), or (iii) any trust or other entity established for estate planning purposes, in each case provided
that the transferee executes a written joinder agreeing to be bound by the terms of this Agreement.

 (b) Except
as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could
restrict or affect Stockholder’s legal power, authority, and right to vote all of the Shares then owned of record or beneficially
by Stockholder or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement.
Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Stockholder
shall not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any
proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust,
or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting Stockholder’s legal power,
authority, or right to vote the Shares in favor of the Approval Items (as defined below) and against any other items, matters or proposals.

 (c) At
all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in furtherance of this
Agreement, Stockholder hereby authorizes the Company and Parent or their counsel to notify the Parent’s transfer agent that there
is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of the Shares),
subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated
following the Expiration Date.

 3. Agreement
to Vote Shares .

 (a) Prior
to the Expiration Date, at every meeting of the stockholders of the Parent called, and at every adjournment or postponement thereof, and
on every action or approval by written consent of the stockholders of the Parent, Stockholder (in Stockholder’s capacity as such)
shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent
not voted by the persons appointed as proxies pursuant to this Agreement, vote:

 (i) in
favor of the Parent Stock Issuance and any other item, matter or proposal Parent is required to submit to its stockholders for approval
pursuant to Section 5.07(a) of the Merger Agreement (such items, matters or proposals, together with the proposal set forth in clause
(ii) below, the “ Approval Items ”); and

 2

 (ii) in
favor of any proposal to adjourn or postpone such meeting of stockholders of the Parent to a later date if there are not sufficient votes
to approve any of the Approval Items.

 (iii)

 (b) If
Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause
the record holder and any nominees to vote all of the Shares in accordance with Section 3(a) .

 4. Grant
of Irrevocable Proxy .

 (a) In
the event and to the extent that Stockholder fails to vote the Shares in accordance with Section 3 at any applicable meeting of
stockholders called by the Parent or pursuant to any applicable written consent of the stockholders of the Parent, the Stockholder shall
be deemed to have irrevocably appointed the Company and each of its executive officers or other designees (the “ Proxyholders ”),
as Stockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), and granted to the Proxyholders
full authority, for and in the name, place, and stead of Stockholder, to vote the Shares, to instruct nominees or record holders to vote
the Shares, or granted a consent or approval in respect of such Shares in accordance with Section 3 hereof and, in the discretion
of the Proxyholders, with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters
described in Section 3 hereof are to be considered.

 (b) Stockholder
hereby revokes any proxies heretofore given by Stockholder in respect of the Shares.

 (c) Stockholder
hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Agreement,
and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable in accordance with the provisions
of Section 212 of the Delaware General Corporation Law, and may under no circumstances be revoked. The irrevocable proxy granted by Stockholder
herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Stockholder.

 (d) This
proxy granted hereunder shall terminate upon termination of this Agreement.

 (e) The
Company may terminate this proxy at any time by written notice to Stockholder. The Company agrees not to exercise the proxy granted herein
for any purpose other than the purposes described in this Agreement.

 5. No
Solicitation . Stockholder shall not, directly or indirectly, (a) solicit, initiate, encourage, induce, or facilitate the making, submission,
or announcement of any Takeover Proposal or take any action that could reasonably be expected to lead to a Takeover Proposal, (b) furnish
any nonpublic information regarding the Proposed Transaction or the parties thereto to any Person in connection with or in response to
a Takeover Proposal or an inquiry or indication of interest that could reasonably be expected to lead to a Takeover Proposal, (c) engage
in discussions or negotiations with any Person with respect to any Takeover Proposal, (d) approve, endorse, or recommend any Takeover
Proposal or (e) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Takeover
Proposal.

 3

 6. Action
in Stockholder Capacity Only . Notwithstanding anything herein to the contrary, Stockholder is entering into this Agreement solely
in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares and not in Stockholder’s capacity
as a director or officer of the Parent. Nothing herein shall limit or affect Stockholder’s ability to act as an officer or director
of the Parent.

 7. Representations
and Warranties of Stockholder . Stockholder hereby represents and warrants to the Company as follows:

 (a) (i)
Stockholder is the beneficial or record owner of the shares of capital stock of the Parent indicated on the signature page of this Agreement
free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions (except for restrictions imposed
by applicable securities Laws), options, title defects, or encumbrances, and (ii) Stockholder does not beneficially own any securities
of the Parent other than the shares of capital stock and rights to purchase shares of capital stock of the Parent set forth on the signature
page of this Agreement.

 (b) As
of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Parent Stockholders Meeting, which,
for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement, Stockholder
has full power and authority to (i) make, enter into, and carry out the terms of this Agreement and to grant the irrevocable proxy as
set forth in Section 4 , and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval
of, or any other action on the part of, any other person or entity (including any Governmental Entity). Without limiting the generality
of the foregoing, Stockholder has not entered into any voting, support, tender or similar agreement (other than this Agreement) with any
Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to
any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any Person limiting
or affecting Stockholder’s legal power, authority, or right to vote the Shares on any matter.

 (c) This
Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder
enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity. The execution and
delivery of this Agreement and the performance by Stockholder of the agreements and obligations hereunder will not result in any breach
or violation of or be in conflict with or constitute a default under any term of any Contract to or by which Stockholder is a party or
bound, or any Order or Law to which Stockholder (or any of Stockholder’s assets) is subject or bound, except for any such breach,
violation, conflict, or default which, individually or in the aggregate, would not impair or adversely affect Stockholder’s ability
to perform Stockholder’s obligations under this Agreement or render inaccurate any of the representations made herein.

 (d) Except
as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder, or other intermediary is entitled to a fee or commission
from Parent, Merger Sub, or the Company in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made
by or on behalf of Stockholder.

 (e) Stockholder
understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Stockholder’s execution and
delivery of this Agreement and the representations and warranties of Stockholder contained herein.

 4

 8. Waiver
of Certain Actions . Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any
class in any class action with respect to, any Legal Action, derivative or otherwise, against the Parent, the Company, Merger Sub or any
of their respective Subsidiaries or successors: (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision
of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing); or (ii) to the fullest extent
permitted under applicable Law, alleging a breach of any duty of the board of directors of the Parent in connection with the Merger Agreement,
this Agreement, or the transactions contemplated thereby or hereby.

 9. Termination .
This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and time as the Merger
Agreement shall have been validly terminated pursuant to the terms thereof or (b) the Effective Time (the “ Expiration Date ”);
 provided, however, that (i) Section 10 shall survive the termination of this Agreement, and (ii) the termination of this
Agreement shall not relieve Stockholder from any liability for any material inaccuracy in or material breach of any representation, warranty,
or covenant contained in this Agreement.

 10. Miscellaneous
Provisions .

 (a) Amendments .
No amendment of this Agreement shall be effective against any party unless it shall be in writing and signed by the Company and Stockholder.

 (b) Waivers .
No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, or any failure or delay on the part
of any party in the exercise of any right hereunder, shall be deemed to constitute a waiver by the party taking such action of compliance
with any representations, warranties, or covenants contained in this Agreement. The waiver by any party of a breach of any provision hereunder
shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. Any waiver
by a party of any provision of this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party.

 (c) Entire
Agreement . This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all other prior agreements,
arrangements, and understandings, both written and oral, between the parties with respect to the subject matter hereof.

 (d) Attorneys’
Fees . In any action at law or suit in equity with respect to this Agreement or the rights of any of the parties, the prevailing party
in such action or suit shall be entitled to receive its reasonable attorneys’ fees and all other reasonable costs and expenses incurred
in such action or suit.

 (e) Assignment
and Successors . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns, including Stockholder’s estate and heirs upon the death of Stockholder, provided
that except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests, or obligations of the
parties may be assigned or delegated by any of the parties without prior written consent of the other parties. Any assignment in violation
of the foregoing shall be void and of no effect.

 5

 (f) No
Third-Party Rights . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the
parties) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

 (g) Further
Assurances . Stockholder agrees to cooperate fully with the Company and to execute and deliver such further documents, certificates,
agreements, and instruments and to take such other actions as may be reasonably requested by the Company to evidence or reflect the transactions
contemplated by this Agreement and to carry out the intent and purpose of this Agreement. Stockholder hereby agrees that Parent may publish
and disclose in the Form S-4 (including all documents and schedules filed with the SEC) such Stockholder’s identity and ownership
of Shares and the nature of such Stockholder’s commitments, arrangements, and understandings under this Agreement and may further
file this Agreement as an exhibit to the Form S-4 or in any other filing made by Parent with the SEC relating to the Proposed Transaction.
Stockholder agrees to notify the Company promptly of any additional shares of capital stock of the Parent of which Stockholder becomes
the record or beneficial owner after the date of this Agreement.

 (h) Time
of Essence . Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

 (i) Specific
Performance; Injunctive Relief . The parties acknowledge that the Company shall be irreparably harmed by, and that there shall be no
adequate remedy at law for, a violation of any of the covenants or agreements of Stockholder set forth in this Agreement. Therefore, Stockholder
hereby agrees that, in addition to any other remedies that may be available to the Company upon any such violation, the Company shall
have the right to enforce such covenants and agreements by specific performance, injunctive relief, or by any other means available to
such party at law or in equity without posting any bond or other undertaking. Stockholder agrees that Stockholder will not oppose the
granting of any injunction, specific performance, or other equitable relief on the basis that the Company has an adequate remedy of law
or an injunction, award of specific performance, or other equitable relief is not an appropriate remedy for any reason at law in equity.

 (j) Notices .
All notices, consents, requests, claims, and demands under this Agreement shall be in writing and shall be deemed given if (i) delivered
to the appropriate address by hand or overnight courier (providing proof of delivery), or (ii) sent by e-mail with confirmation of transmission
by the transmitting equipment confirmed with a copy delivered as provided in clause (i), (A) if to the Company, to the address or e-mail
address provided in the Merger Agreement, including to the persons designated therein to receive copies; and (B) if to Stockholder, to
Stockholder’s address or e-mail address shown below Stockholder’s signature on the last page hereof.

 (k) Provisions
of Merger Agreement Applicable . The provisions of the following sections of the Merger Agreement shall apply, mutatis mutandis ,
to this Agreement: 8.02 (Interpretation; Construction), 8.04 ( Governing Law), 8.05 (Submission to Jurisdiction), 8.06 (Waiver of Jury
Trial), 8.10 (Severability), 8.12 (Remedies Cumulative), and 8.14 (Counterparts; Effectiveness).

 (l) Legal
Representation . This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction
or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction
or interpretation thereof.

 [Signature Pages Follow]

 6

 IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be duly executed as of the date first above written.

 COMPANY:

 SUNIVA, INC.

 By:

 Name:

 Title:

 [Stockholder Signature Page Follows]

 [Company Signature Page to Voting Agreement]

 STOCKHOLDER:

 Signature

 If Stockholder is an entity, complete the

 following signature block:

 If Stockholder is a natural person,

 complete the following signature block:

 Name:

 Name:

 By:

 Signature:

 Authorized Signatory

 Name:

 Title:

 Parent Securities Owned

 No. of Shares of Parent Capital Stock

 No. Underlying

 Owned: ______________________________

 Options/Derivatives:
 ___________________________

 Identify Class(es)

 Identify Class(es)

 (Common, Preferred):
 ___________________________

 (Option, Warrants, Etc.):___________________________

 __________________________________

 __________________________________

 Stockholder Notice Information

 Address:

 Email:

 Phone:

 c/o:

 [Stockholder Signature
Page to Voting Agreement]