ADIAL PHARMACEUTICALS, INC.

EX-99.1 · PRESS RELEASE ISSUED ON JUNE 11, 2026

EX-99.1
 14
 ea029444801ex99-1.htm
 PRESS RELEASE ISSUED ON JUNE 11, 2026

 Exhibit 99.1

 Adial Pharmaceuticals Announces Acquisition
of Azora Therapeutics and up to $64 Million Financing

 Acquisition of Azora and concurrent
private placement positions the combined company to advance its pipeline through key clinical milestones in ulcerative colitis, including
Phase 1 initiation in mid-2027

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Azora’s oral candidate, AT177, is a novel, colon - targeted AhR agonist
rationally engineered to have minimal systemic exposure and designed to mitigate safety concerns with systemically absorbed AhR agonists

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$32 million in upfront financing with the potential to receive an additional $32 million under additional milestone tranches

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Adial to host a conference call today, June 11, 2026 at 1pm ET

 GLEN ALLEN, Va. and LOS ANGELES, Calif., June
11, 2026 — Adial Pharmaceuticals, Inc. (Nasdaq: ADIL) (“Adial” or the “Company”) today announced that
it has acquired Azora Therapeutics, Inc. (“Azora”), a biopharmaceutical company developing treatments for serious inflammatory
diseases. The acquisition brings Azora’s lead asset AT177, a proprietary colon - targeted
aryl hydrocarbon receptor (AhR) agonist designed to enable localized activation with limited systemic exposure, into Adial’s pipeline.

 Concurrent with the acquisition, Adial entered into a definitive agreement
for a concurrent private placement of up to $64 million in gross proceeds to Adial, before deducting placement agent and other offering
expenses. The private placement is composed of (i) an initial upfront financing of approximately $32 million in gross proceeds (including
the conversion of outstanding notes assumed in the acquisition) in exchange for pre-funded warrants to purchase 11,780,948 shares of Adial’s
common stock, representing a purchase price of $2.7489 for each pre-funded warrant sold at the initial closing and (ii) the potential
for up to an additional $32 million in gross proceeds upon Phase 1 clinical study initiation in exchange for (x) pre-funded warrants to
purchase up to 11,780,948 shares of common stock and (y) common warrants to purchase up to 11,780,948 shares of common stock at a combined
purchase price of $2.7489 for each pre-funded warrant and accompanying common warrant sold at milestone closings. The financing was led
by Coastlands Capital with participation from Boxer Capital Management, Stonepine Capital Management, AuGC BioFund and other biotech specialists
and institutional investors along with insiders and management. The combined company expects to use the proceeds from the private placement
primarily to advance Azora’s AT177 lead colon-targeted AhR program through key clinical milestones, including IND-enabling studies
and the Phase 1a and Phase 1b studies in ulcerative colitis (“UC”).

 “AhR is now a validated target in the treatment
of ulcerative colitis. Azora’s data support a uniquely differentiated, colon - targeted
approach that is designed to minimize systemic exposure in ulcerative colitis. The quality of the investor syndicate supporting this
transaction reinforces our conviction in Azora’s thesis and the AT177 program,” said Cary Claiborne, president and chief
executive officer of Adial. “With these proceeds, we believe the combined company will be well capitalized to execute through key
clinical milestones to address a significant unmet need in ulcerative colitis.”

 “AhR signaling is a key regulator of gut
homeostasis, and clinical experience has helped establish both the therapeutic relevance of this pathway in ulcerative colitis and the
importance of controlling systemic exposure. Systemic AhR activation may be associated with immunosuppression, which creates the potential
for long-term safety risks. AT177 was engineered to address this challenge directly. It is a rationally-designed, fully-synthetic, patented
compound intended to concentrate pharmacologic activity at the site of inflammation in the colon while minimizing systemic exposure,”
said Matt Davidson, PhD, co-Founder of Azora Therapeutics and incoming chief development officer and newly appointed director of Adial.
“By starting from fundamental UC biology and robust clinical data, we built what we believe has the potential to be a best-in-class
therapy that avoids the risks associated with systemic AhR circulation. For the many UC patients who still do not achieve durable remission
on currently available therapies, AT177 represents a potentially meaningfully differentiated option with a safety profile designed to
support long-term use.”

 In addition, Adial is pleased to announce the
appointment of Wendy Young, Ph.D., to its Board of Directors. Dr. Young brings more than 32 years of drug discovery and biopharma leadership
experience, including senior leadership roles at Genentech, where she served as senior vice president, small molecule drug discovery.
She currently serves as, senior advisor to GV (Google Ventures), and an independent board director and scientific advisor to multiple
life sciences companies. The Company believes Dr. Young’s deep expertise in small-molecule drug discovery, company building and
strategic R&D leadership will be highly valuable as the Company advances its next phase of growth.

 About Adial Pharmaceuticals, Inc.

 Adial Pharmaceuticals is a biopharmaceutical
company historically focused on the development of treatments for addictions and related disorders. Following the acquisition of Azora
Therapeutics, Adial’s lead program is AT177, a proprietary colon - targeted
aryl hydrocarbon receptor (AhR) agonist designed to enable localized activation with limited systemic exposure in development for ulcerative
colitis. The company’s historical investigational new drug product, AD04, is a genetically targeted, serotonin-3 receptor antagonist,
therapeutic agent for the treatment of Alcohol Use Disorder (AUD) in heavy drinking patients. Additional information is available at
www.adial.com.

 2

 About Azora Therapeutics

 Azora Therapeutics Inc. is a biopharmaceutical
company focused on developing treatments for serious inflammatory diseases. The company was spun out of Stanford University after being
incubated in the translational medicine SPARK program. Azora owns the worldwide royalty-free rights to its technology, which is based
on the development of potential best-in-class oral agonists of the aryl hydrocarbon receptor. The company’s lead program is AT177, a
proprietary colon - targeted aryl hydrocarbon receptor (AhR) agonist designed
to enable localized activation with limited systemic exposure in development for ulcerative colitis. More information on Azora can be
found on the company’s website at www.AzoraTherapeutics.com.

 About AT177

 AT177 is a fully synthetic, patented, oral AhR
agonist designed to restore mucosal immune homeostasis at the site of disease with minimal systemic exposure. Its active ingredient is
a prodrug of indirubin, the most potent AhR agonist within indigo naturalis, a botanical extract with best-in-category clinical efficacy
in ulcerative colitis. AT177’s colon-targeted formulation delivers therapeutic AhR engagement directly to the colonic mucosa with exquisite
gut restriction, minimizing the systemic AhR exposure associated with adverse effects. In preclinical studies, AT177 demonstrated robust
local colonic AhR activation with markedly limited systemic exposure and superior colon-to-systemic selectivity compared to other AhR
agonists in development. AT177 is currently in IND-enabling studies, with a proof-of-concept clinical trial planned for 2027.

 About the Transactions

 The acquisition of Azora was structured as an asset acquisition pursuant
to which all of Azora’s outstanding equity interests were exchanged, based on a fixed exchange ratio, for a combination of 437,474
shares of Adial common stock and approximately 12,930 shares of Adial Series A non-voting convertible preferred stock (representing 12,930,617
shares on an as-converted-to-common basis), in each case, calculated on a fully-diluted basis (and without giving effect to any beneficial
ownership limitations). Concurrently with the acquisition of Azora, Adial entered into a definitive agreement for a private placement
financing with new and returning investors to raise up to $64 million in gross proceeds. The private placement is composed of (i) an initial
upfront financing of approximately $32 million in gross proceeds (including the conversion of outstanding notes assumed in the acquisition)
in exchange for pre-funded warrants to purchase 11,780,948 shares of Adial’s common stock (without giving effect to any beneficial
ownership limitations), representing a purchase price of $2.7489 for each pre-funded warrant sold at the initial closing, and (ii) the
potential for up to an additional $32 million in gross proceeds in exchange for (x) pre-funded warrants to purchase up to 11,780,948 shares
of Adial common stock and (y) common warrants to purchase up to 11,780,948 shares of Adial common stock at a combined purchase price of
$2.7489 for each pre-funded warrant and common warrant sold at milestone closings. In addition, following Adial stockholder approval,
each share of Series A non-voting convertible preferred stock issued in the acquisition will automatically convert into 1,000 shares of
common stock and each pre-funded warrant and common warrant (if issued) sold in the private placement will become exercisable into common
stock, subject to certain beneficial ownership limitations set by each holder.

 3

 As a result of the transactions, following Adial
stockholder approval, and without giving effect to the funding of the milestone tranche of the financing, equity holders of Adial immediately
prior to the acquisition will own approximately 7.7% of Adial’s common stock, equity holders of Azora immediately prior to the
acquisition will own approximately 51.0% of Adial’s common stock and investors in the private placement financing including the
conversion of outstanding notes will own approximately 41.3% of Adial’s common stock, in each case, calculated on a fully-diluted,
as-converted-to-common-basis (and without giving effect to any beneficial ownership limitations) using the treasury stock method and
based on the implied equity values of Adial and Azora.

 The acquisition was approved by the Board of
Directors of Adial and the Board of Directors and stockholders of Azora. The closings of the transactions were not subject to the approval
of Adial’s stockholders. The approval of Adial’s stockholders is required under the terms of the Series A non-voting convertible
preferred stock in order for the Series A non-voting convertible preferred stock to be converted into shares of Adial common stock and
for the pre-funded warrants and common warrants issued, and to be issued, in the private placement as well as in the exchange of certain
outstanding notes issued by Azora, in each case, to become exercisable into shares of Adial’s common stock, and Adial is required
to promptly hold a stockholder meeting for such vote.

 Oppenheimer & Co. Inc. is serving as financial
advisor to Adial. Blank Rome LLP is serving as legal counsel to Adial. Lucid Capital Markets is serving as the exclusive placement agent
for the concurrent financing and financial advisor to Azora. TD Cowen is serving as capital markets advisor to Azora for the concurrent
financing. Honigman LLP is serving as legal counsel to Azora.

 Conference Call and Webcast Details

 The company will host a conference call and webcast today, June
11, 2026, at 1pm ET to discuss the acquisition and financing. To access the call: 1-877-451-6152 (domestic), 1-201-389-0879
(International), Passcode: 13761153, Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1764298&tp_key=1feafa06f8.

 4

 Cautionary Note Regarding Forward-Looking Statements

 This communication contains certain “forward-looking statements”
within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing numerous important
assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,”
“intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional
verbs such as “will,” “should,” “would,” “may” and “could” are generally
forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. The forward-looking
statements include, but are not limited to, statements regarding Azora’s lead asset AT177 enabling localized activation with limited
systemic exposure; the potential for the Company to receive an additional $32 million upon second tranche milestone; using the private
placement proceeds primarily to advance Azora’s AT177 lead colon-targeted AhR program through key clinical milestones, including
IND-enabling studies, the Phase 1a and Phase 1b studies in ulcerative colitis; Azora’s colon-targeted approach minimizing systemic
exposure in ulcerative colitis; the combined company being well capitalized to execute through key clinical milestones; Systemic AhR
activation being associated with immunosuppression creating the potential for long-term safety risks; AT177 addressing systemic AhR activation
risk directly; building a best-in-class therapy, that avoids the risks associated with systemic AhR circulation; AT177 representing a
meaningfully differentiated option, with a safety profile designed to support long-term use; the expected contribution of Dr. Young;
advancing the Company’s next phase of growth; the potential of AD04 to treat other addictive disorders such as opioid use disorder,
gambling, and obesity; and plans for a proof-of-concept clinical trial of AT177 for 2027. Any forward-looking statements included herein
reflect the Company’s current views, and they involve certain risks and uncertainties, including, among others, the Company’s
ability to pursue its regulatory strategy; the Company’s ability to obtain regulatory approvals for commercialization of product
candidates or to comply with ongoing regulatory requirements; the Company’s ability to develop strategic partnership opportunities
and maintain collaborations; the Company’s ability to obtain or maintain the capital or grants necessary to fund its research and
development activities; the Company’s ability to complete clinical trials on time and achieve desired results and benefits as expected;
regulatory limitations relating to the Company’s ability to promote or commercialize its product candidates for specific indications;
acceptance of the Company’s product candidates in the marketplace and the successful development, marketing or sale of its products;
the Company’s ability to maintain its license agreements; the continued maintenance and growth of the Company’s patent estate
and its ability to retain its key employees or maintain the Company’s Nasdaq listing. These risks should not be construed as exhaustive
and should be read together with the other cautionary statements included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange
Commission. These risks should not be construed as exhaustive and should be read together with the other cautionary statements contained
in such reports. Any forward-looking statement speaks only as of the date on which it was initially made. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances
or otherwise, unless required by law.

 Contact:

 Crescendo Communications, LLC

David Waldman / Alexandra Schilt

Tel: 212-671-1020

Email: adil@crescendo-ir.com

 Mike Moyer

Managing Director,

LifeSci Advisors, LLC

Phone: (617) 328-4326

Email: mmoyer@lifesciadvisors.com

 5

EX-99.2 · INVESTOR PRESENTATION, DATED JUNE 2026

EX-99.2
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 ea029444801ex99-2.htm
 INVESTOR PRESENTATION, DATED JUNE 2026

 Exhibit 99.2

 Transaction & Company Overview June 2026

  

 2 Forward Looking Statements This presentation includes statements that are, or may be deemed, ‘‘forward - looking statements’’ within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing numerous important assumptions and are subject to known and unknown risks, uncertainties and other factors tha t may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. In some cases, these forward - looking statements can be identified by the use of forward - looking terminology, including the terms “believes,” “might,” estimates,” “approximately,” “expects,” “anticipates,” “in tends,” “estimates,” “plans,” “seeks,” “may,” “should,” “could,” “would,” “will”, “future,” “likely,” “goal,” “continue,” “appears,” “suggests,” “ongoing,” or, in each case, their negative or other variation s t hereon or comparable terminology, although not all forward - looking statements contain these words. Forward looking statements appear in a number of places throughout this presentation and include stateme nts regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the proposed merger transaction between Adial and Azora and concurrent PIPE offering, our ongoing and planned discovery and development of drugs targeting inflammatory bowel diseases, our planned clinical trials, targeting an IND filing for AT177 in 2027, the concurrent PI PE offering positioning the combined company to advance its colon - targeted AhR program through key clinical milestones in ulcerative colitis, the potential for AT177 to be a best - in - class AhR agonist rationally designed to transform UC treatment, combining AT177's AhR mechanism with other mechanisms; the opportunity for expansion to Crohn’s disease; the strength and breadth of our intellectual proper ty the length of time that we will be able to continue to fund our operating expenses and capital expenditures, and our expected financing needs and sources of financing. Any forward - looking statements included herein reflect our current views, and they involve certain risks and uncertainties, incl uding, among others, our ability to conclude the merger transaction and concurrent PIPE offering, our ability to pursue our regulatory strategy, our ability to commence our planned clinical trials, our abilit y t o obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements, our ability to obtain or maintain the capital necessary to fund our research and de velopment activities, our ability to complete clinical trials on time and achieve desired results and benefits as expected, our ability to partner our product development, regulatory limitations relating to our ability to promote or commercialize our product candidates for specific indications, acceptance of our product candidates in the marketplace and the successful development, marketing or sale of our pr oducts, the continued maintenance and growth of our patent estate and our ability to retain our key employees. These risks should not be construed as exhaustive and should be read together with the o the r cautionary statements included in Adial’s Annual Report on Form 10 - K for the year ended December 31, 2025, subsequent Quarterly Reports on Form 10 - Q and current reports on Form 8 - K filed with the Securitie s and Exchange Commission. Any forward - looking statement speaks only as of the date on which it was initially made. Adial undertakes no obligation to publicly update or revise any forward - looking statement, whether as a result of new information, fu ture events, changed circumstances or otherwise, unless required by law. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or © or ® symbols , b ut the combined company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights.

  

 3 Adial / Azora – Transaction highlights Transaction Structure Use of Proceeds Management • Acquisition of Azora structured as a stock - for - stock transaction where all of Azora’s outstanding equity interests were exchanged for Adial common stock and a newly created non - voting convertible preferred stock. • $32 million in upfront financing with the potential to receive an additional $32 million upon second tranche milestone of IND or first dosing. • Proceeds and existing cash and cash equivalents position the combined company to advance its colon - targeted AhR program through key clinical milestones in ulcerative colitis including opening of IND, Phase 1a SAD/MAD study and Phase 1b proof - of concept studies in UC patients. • IND and Phase 1a SAD/MAD initiation are expected first half of 2027 Continuing Azora Leadership: Matt Davidson PhD, Cofounder/CEO CEO at Verrica , developed Ycanth ® Julie Saiki PhD, Cofounder/COO Ran UC trial at Stanford, McKinsey & Co Continuing Adial Leadership: Cary Caliborne MBA, CEO and Director Vinay Shah MBA, CFO New Independent Director: Wendy Young PhD Ex - SVP small molecules at Genentech Company is positioned to read out PoC study in ulcerative colitis early 2028

  

 4 Capitalization As of 06/10/2026 Pre - acquisition Adial common stock outstanding 2,188,469 Adial options and warrants (as converted to common) 1 2,133 Acquisition Consideration Shares of common 437,474 Shares of preferred stock 12,930 Options 2 1,177,782 Preferred stock conversion ratio 1,000 Total pre - financing common equivalents outstanding 3 16,736,455 Concurrent financing 4 Pre - funded warrants 11,780,970 Purchase price $2.7489 Total capitalization (Common, as converted) 5 28.5 million Market capitalization at deal price ~$80 million 1. Calculated using treasury stock method 2. Represents shares of common stock underlying Azora options assumed by Adial 3. Includes common stock, options and preferred stock calculated on an as converted to common stock basis 4. Represents shares underlying pre - funded warrants issuable upon closing of the financing and includes conversion of bridge note 5. Represents Adial’s pre - acquisition shares of common stock outstanding and share of common stock underlying the preferred stock i ssued to Azora stockholders at the closing of the acquisition and pre - funded warrants to be issued upon the closing of the concurrent financing and note exchange. Does not include any securities that may be issued in a future mi les tone closing. • Shares of common stock, preferred stock and options were issued to Azora security holders in exchange for all of Azora’s outstanding equity interests. • Pre - funded warrants issued to investors upon closing of the $32 million private placement and note exchange. • Following approval by Adial’s shareholders and subject to beneficial ownership restrictions and contractual lockup terms, each share of Adial preferred stock will convert into 1,000 shares of Adial common stock. • Private placement and note investors may purchase an additional $32 million of pre - funded warrants in connection with Phase 1 clinical study initiation • Please refer to the company’s SEC filings for additional information.

  

 5 Inspired by nature, clinically validated, scientifically optimized Azora Therapeutics is a Stanford spin - out advancing potential best - in - category therapies inspired by indigo naturalis , a botanical extract with demonstrated clinical benefit in ulcerative colitis but potential systemic safety liabilities AT177 is a fully - synthetic, patented, oral, colon - targeted aryl hydrocarbon receptor ( AhR ) agonist designed to restore mucosal immune homeostasis at the site of disease with minimal systemic exposure to optimize safety Current Status: • Drug scaled, in vivo animal efficacy, target PK/PD in large animals, GLP rat tox completed • FDA Pre - IND feedback received, IND - enabling studies ongoing, IND planned Q2 2027 • Up to $64M potential financing positions Azora into P1b clinical inflection in early 2028

  

 6 AT177: Potential best - in - class AhR agonist rationally designed to transform UC Validated in patients with ulcerative colitis: AT177's active moiety indirubin is the same as in indigo naturalis which has demonstrated clinical benefit in UC; AhR mechanism further validated in Phase 3 trials of obefazimod Optimized profile for ulcerative colitis: oral, colon - targeted AT177 is engineered to maximize local AhR activation at the site of disease to improve efficacy while minimizing systemic exposure to limit toxicities Durable IP: composition - of - matter protection to 2043 with potential blocking IP on colon - targeted AhR agonists Market expansion opportunities: AT177 is designed to be combinable with other UC mechanisms. UC proof - of - concept unlocks Crohn’s disease. Financing to clinical PoC: Up to $64M private placement from fundamental biotech specialist investors supports Azora through Phase 1 PoC in UC Current approved therapies for ulcerative colitis (UC) are inadequate due to limited efficacy, secondary loss of response, and systemic safety liabilities

  

 7 The future of IBD treatment is oral AT177's mechanism of action is oral, orthogonal to other mechanisms and potentially combinable with approved drugs IBD is a $30B market: even modest improvements in efficacy unlock significant value $30B per year 1 $11B in UC, 5M patients and growing, shift to orals 2, 3 $2 - $6B Individual annual revenue for IBD sales and growing $ 10B market cap after positive UC Phase 3 AhR agonist data with 16.4% placebo - adjusted remission at induction 7 $3 - $11B Acquisitions after positive Phase 1b or Phase 2 Value creation precedents Market opportunity Limitations of existing UC drugs Therapeutic ceiling that does not exceed 30% clinical remission at induction or 40% at maintenance 4 50% of patients with initial benefit lose response 5 10% fail all therapies and require colectomy 6 Systemic drugs: immunosuppression and cancer risk 1) IBD = inflammatory bowel disease global market by 2030 Polaris Market Research, Inflammatory Bowel Disease Treatment Marke t R eport, 2022 - 2030.; 2) Global UC Allied Market Research, "Ulcerative Colitis Market," 2021 3) Global UC patients Le Berre (2023) Lancet 4) Placebo adjusted - Papamichael (2019) Curr Opin Gastroenterol 35(4):302 - 310. 5) Alsoud (2021) Lancet Gastroenterol Hepatol ​ 6(7):589 - 595. 6) 10 - year post - diagnosis colectomy rate. Dai (2023) Dig Liver Dis 55(1):13 - 20. 7) Market cap $11B on Dec 23 2025, 50 mg dose achieved 16.4% placebo - adjusted clinical remission at Week 8. Abivax press release, July 2025.

  

 8 The solution: AT177, a fully - synthetic, gut - restricted small molecule AhR agonist, designed to recapitulate the benefit of indigo naturalis , while minimizing systemic exposure Prodrug approach: Converts to indirubin, the most potent AhR agonist in indigo naturalis , in colon lumen The design: Once - daily oral small molecule, scalable CMC, colon - targeted delivery, strong granted IP (to 2043) The discovery: Azora cofounder Julie Saiki treated her refractory UC with a botanical mixture called indigo naturalis Validated biology: Julie conducted a Phase 1b trial at Stanford demonstrating that indigo naturalis was effective in refractory UC patients and drove robust colonic AhR signaling The problem: : Indigo naturalis is an uncontrolled botanical mixture with potential systemic safety risks and is not FDA approved AT177: From botanical proof - of - concept to rationally - engineered drug

  

 9 Inspired by nature Rationally designed Azora is inspired by patient experience and robust clinical data We rationally built AT177 based on validated science for potential best - class - safety and best - in - category efficacy

  

 10 Aryl hydrocarbon receptor ( AhR ) is a master regulator of gut health AhR : transcription factor expressed in immune cells and epithelium that regulates immune and barrier function (increases tight junction proteins)¹ ​ AhR agonism reduces pro - inflammatory cytokines (IL - 17a, IL - 6, TNF α ) and increases IL - 10, IL - 22, and Tregs ² ​ Disrupted and reduced AhR signaling drives UC risk and severity 3 ; AhR polymorphisms associated with UC 4 ​ Systemic AhR agonists are effective in UC but systemic AhR signaling presents potential safety risks like headaches, cardiovascular AEs and immunosuppression which may increase cancer risk 1) Stockinger (2021) Nat Rev Gastroenterol Hepatol 18 (8): 559 - 570; 2) Mizoguchi (2018) J Gastroenterol 53:465 – 474; 3) Yoshimats u (2022) Cell Rep. 39(6):110773; 4) Huo (2023) Front Cell Infect Microbiol 13:1279172. AEs = Adverse Events.

  

 11 Indigo naturalis has profound durable efficacy, validating AhR mechanism in UC Saiki (2021) BMJ Open Gastroenterology Stanford phase 1b (n=11) • Refractory patients: 9/11 anti - TNF ; 6/11 anti - TNF and vedolizumab, 5/11 colectomy - recommended • AhR target engagement: ~12,000X increase in colon AhR activity Randomized, double - blind, placebo - controlled (n=86) • Up to 50% placebo - adjust clinical remission 1 • Equal benefit observed in biologic experienced and biologic naïve patients 2 Efficacy endpoints at Week 8 Efficacy endpoints at Week 8 Clinical remission Clinical response Mucosal healing C l i n i c a l r e s p o n s e C l i n i c a l r e m i s s i o n M u c o s a l h e a l i n g 0 20 40 60 80 100 100 80 60 40 20 0 91% 27% 64% Long term maintenance (n= 33 ) • Long term use: clinical remission 73% at 1 - year 3 • With continued use, 90% (9/10) of those achieving remission still in remission 1 - year later 4 Efficacy endpoints to Week 52 94% 85% 73% 58% 70% 73% 0% 20% 40% 60% 80% 100% 4 wk 8 wk 52 wk Clinical response Clinical remission Matsuno (2022) Intest Res 20(2):260 - 268. Matsuno (2024) Gastroenterology 166S12. Naganuma (2018) Gastroenterology 154(4):935 - 947. 1 ) Naganuma (2018) Gastroenterology 154(4):935 - 947. 2) Naganuma (2020) J. Gastroenterology 55:169 - 189 3) Matsuno (2022) Intest Res 20(2):260 - 268; 4) Matsuno (2024) Gastroenterology 166S12

  

 12 0% 20% 40% AhR agonist 1 M iR - 124 / AhR 2 JAK inhibitor Anti - TNF S1P modulator Anti - integrin IL - 23 inhibitor IL - 12/23 inhibitor AhR has the potential to raise the efficacy bar in UC UC placebo - adjusted clinical remission rates by mechanism of action at induction Indigo naturalis 21 - 51% placebo - adjusted remission demonstrates potential ceiling - breaking efficacy with AhR mechanism Obefazimod Medium - potency systemic AhR agonist 3 designed to treat HIV, PK/PD profile may not achieve optimal colon AhR activation levels based on published PK data 4 C urrent therapies fall short • Modest efficacy, particularly in biologic - experienced patients • Slow onset of benefit • Lack of durability and development of anti - drug antibodies • Systemically immunosuppressive • Safety risks including infection, malignancy, intolerability Placebo - adjusted clinical remission at induction. 1) Indigo naturalis Naganuma (2018) Gastroenterology 154(4):935 - 947. 2) Obefazimod : ABTECT - 1/2 Phase 3 (2025). All other data from pivotal Phase 2/3 trials per drug labels. 3) Azora data on file and Equillium investor presentation May 27 2026. 4) Near undetectable levels of obefazimod and metabolite in rectal biopsies at 50 - 150mg doses at all time points. https://clinicaltrials.gov/study/NCT02990325 accessed on Jun 3 2026.

  

 13 AhR is a validated target: efficacy is driven locally, not systemically 1) DSS colitis model · AhR Δ IEC = mice with AhR deleted selectively in intestinal epithelial cells (immune - cell AhR intact) · I3C = indole - 3 - carbinol, AhR agonist structurally distinct from indigo naturalis , used here to isolate AhR - dependent epithelial function. IN is indigo naturalis . Blocking AhR eliminates benefit of indigo naturalis When epithelial AhR is knocked out in the gut ( AhR Δ IEC ) in a chronic murine colitis model, AhR agonism loses most of its benefit ​ Colon epithelial signaling key to efficacy 1 Tapinarof ( Vtama ® ), a topically - applied AhR agonist approved for psoriasis and atopic dermatitis, achieves its therapeutic effect with trivial systemic exposure Azora’s AT193 topical indirubin program was effective in psoriasis with no quantifiable systemic exposure Local AhR activation sufficient to drive clinical benefit When AhR is knocked out in a murine colitis model, indigo naturalis loses its therapeutic effect Indirubin Placebo Mouse colitis model +/ - AhR agonist (I3C) AhR Δ IEC – no AhR in intestinal epithelium; AhR intact elsewhere Kawai (2017) J Gastroenterol 52(8):904 - 919. Qazi (2023) Nutrients 15(23):4980. Dermavant Vtama ® and Azora AT193 clinical data Week 16 Indigo Naturalis does not work in AhR KO

  

 14 AT177 converts into indirubin, the active moiety in indigo naturalis 1) In vitro AhR activation in human liver cell line using luciferase behind CYP1A1 promoter. 2) Azora prodrug scaffold, molecule converts int o indirubin. 3) AhR crystal structure bound to indirubin from Gruszcyzk (2022) Nat Commun 13(1):7010. Indirubin is the most potent AhR agonist in indigo naturalis with sub - nanomolar activity 1 AhR activation in vitro Indirubin Indigo naturalis Indigo AT177 rapidly converts into indirubin in the lumen of the colon and does not require absorption or bacterial enzymes 2 Indirubin directly binds the AhR and is as effective as indigo naturalis in animal models of UC 3

  

 15 Oral AT177 is effective in UC models and achieves ~8X more colon AhR signaling than indirubin Local colon AhR signaling AT177 works like indirubin in DSS colitis mouse model with superior in vivo AhR activity Dextra sodium sulfate (DSS) model. Mice treated for 9 days orally with a molar equivalent of indirubin N=5. Colon samples t ake n at 6h after final dose. Similar trends observed with disease activity index ** p<0.01, **** p<0.0001

  

 16 Rodents treated with oral AT177 have preserved colonic crypt architecture, restored epithelial integrity and reduced inflammatory infiltrate in lamina propria AT177 is effective in TNBS colitis and supported by histology Trinitrobenzene sulfonic acid (TNBS) model. Sham animals not administered TNBS. Disease activity index is a composite score of weight loss, stool consistency and rectal bleeding from 0 to 12. N=8, dosed orally for 7 days. H&E histopathology at 200X shown. ** p<0.05, **** p<0.0001

  

 17 Indirubin levels above the EC 50 along the entire colon 1,000X Greater i ndirubin colon levels than plasma levels Robust colon AhR activation with minimal systemic exposure 10X 5 00X Lower plasma Cmax than topical tapinarof Lower plasma Cmax than oral obefazimod Plasma exposure well below expected safe thresholds Oral AT177 Administration AT177 is exquisitely gut - restricted and has a wide therapeutic index BQL – below the quantification limit. EC50 – indirubin 50% effective concentration on AhR of 2 ng/g. Colon concentration average of distal, mid and proximal colon levels. Colon to plasma ratio calculated as colon concentration divided by highest average day 1 plasma levels assuming BQL levels are at the lower limit o f q uantification. Cmax of tapinarof in maximum use systemic exposure studies of 0.9 to 1.3 ng/ mL. Cmax of obefazimod reported as 50.21 ng/ml with 50 mg dose under fed conditions Scherrer 2016.

  

 18 AT177 was rationally designed to be a potential best - in - class AhR agonist for UC 1. In July ௗ 2025, AllianThera entered into a strategic partnership with Dr. Falk Pharma Azora’s AT177 designed to be h ighly potent, rapidly metabolized, and the most gut - restricted program in development to mitigate possible systemic safety risks Dr. Falk 1 Equillium Abivax Azora X X  D Active moiety has shown benefit in patients   X   High potency AhR agonist X X X  Optimized PK/PD profile for UC X X X  Active moiety is endogenous   X  Colon - targeted formulation supports gut restriction Safety Efficacy

  

 19 AT177 is clinically derisked - same active moiety as indigo naturalis with superior control and delivery 1. Indigo naturalis has demonstrated clinical benefit in refractory UC 2. Indigo naturalis efficacy requires AhR signaling in the intestinal epithelium 3. Indirubin is the most potent AhR agonist in indigo naturalis 4. Indirubin alone is effective in murine UC models and in patients with psoriasis 1 5. AT177 rapidly converts into indirubin and drives more colonic AhR signaling compared with the same amount of indirubin 6. AT177 delivers indirubin above the EC 50 in large animals across the entire colon and into the rectum with dramatically lower systemic exposures than other AhR agonists AT177 is derisked and positioned for clinical development 1. Azora P1b study of synthetic indirubin AT193 in psoriasis under Australian clinical trial notification scheme, Azora data on file

  

 20 AT177: Phase 1 clinical trial 2027 With rapid progression to Phase ௗ 1 and 2 value inflection

  

 21 Drug Substance • Commercially available fully - synthetic starting materials • Proprietary synthetic route • 18M+ room temperature stability • KG+ feasibility batches completed • US - based GMP manufacturing initiated • Processes are highly scalable • Uses only FDA - approved excipients • Highly - targeted release profile • Precise drug delivery to colon confirmed in large animal studies CMC infrastructure is ready to support clinical advancement Drug Product Formulation Scale - Up AT177's CMC package is derisked with a scalable synthetic route, colon - targeted formulation using FDA - approved excipients, and US - based GMP manufacturing

  

 22 Financing positions Azora through IND - enabling studies and into PoC in UC 2029 2028 2027 2026 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Financing Reg CMC Tox IND - enabling Clinic External events GLP 28d minipig MTD, Dose Finding GMP Manufacturing Transporter, safety pharm, genetox Long term tox Ph1 SAD/MAD + P1b PoC in UC patients Global Phase 2 with 6 mo open - label extension GMP Manufacturing Open IND OLE to Q2 2030 Obefazimod NDA submission Capital - efficient path to clinical proof - of - concept in ulcerative colitis $32M financing Up to $32M milestone tranche Obefazimod P2 Crohn’s OLE = open label extension. PoC = proof of concept. SAD/MAD = single ascending dose and multiple ascending dose. GMP = good ma nufacturing processes. GLP = good laboratory practices. NDA = new drug application. CD = Crohn’s disease.. Obefazimod timeline from LifeSci Capital analyst report 6.2.26.

  

 23 Experienced team with track record of FDA approval Our team and advisors have developed the following drugs: Cary J. Claiborne MBA Chief Executive Officer, Director Vinay Shah MBA Chief Financial Officer Matt Davidson PhD Chief Development Officer, Director Julie Saiki PhD EVP of Strategy

  

 24 Strong, long - dated granted IP position with broad claims on use of AhR agonists pending Key Claims Expires Status Type Publication No. • Indirubin prodrugs 2043 Granted (US, JP) Composition US - 2023 0227408 - A1 • Use of APIs in inflammatory diseases 2043 Granted (US) Method US - 2024 - 0182416 - A1 • Colon - targeted formulations of AhR agonists 2040 Pending Composition US - 2025 - 0255820 - A1 • Methods to reduce possible side effects of AhR agonists including headaches, GI, PAH. • Methods to enhance the efficacy of AhR agonists 2042 Pending Method US - 2025 - 0195469 Azora holds 100% ownership of all intellectual property on a worldwide, royalty - free basis GI = Gastrointestinal. PAH = Pulmonary Arterial Hypertension. API = Active Pharmaceutical Ingredients

  

 25 AT177: Ulcerative colitis success unlocks Crohn’s disease and possible combinations​ Phase 2 Phase 1a/1b IND - Enabling Pre - Clinical Discovery AT177 Ulcerative Colitis Lead program AT177 Crohn's Disease UC proof unlocks CD Undisclosed Platform optionality Initiate Phase 1 trial 2027 TODAY Current financing positions Azora through IND - enabling studies and key clinical AT177 value inflection

  

 26 Thank you Investor Contact Mike Moyer, Managing Director LifeSci Advisors +1 - 617 - 308 - 4306 mmoyer@lifesciadvisors.com

EX-2.1 · AGREEMENT AND PLAN OF MERGER, DATED JUNE 11, BY AND AMONG ADIAL PHARMACEUTICALS,

EX-2.1
 2
 ea029444801ex2-1.htm
 AGREEMENT AND PLAN OF MERGER, DATED JUNE 11, BY AND AMONG ADIAL PHARMACEUTICALS, INC., ADIAL FIRST MERGER SUB, INC., ADIAL SECOND MERGER SUB, LLC AND AZORA THERAPEUTICS, INC

 Exhibit 2.1

 Execution Version

 AGREEMENT AND PLAN
OF MERGER

 by and among:

 Adial Pharmaceuticals,
Inc.,

 a Delaware corporation;

 ADIAL MERGER SUB
I, INC.,

 a Delaware corporation;

 ADIAL MERGER
SUB II, LLC,

 a Delaware limited liability company;

 and

 Azora Therapeutics,
Inc.,

 a Delaware corporation

 dated as of June 11, 2026

 TABLE OF CONTENTS

 Page

 SECTION 1.
 DESCRIPTION OF TRANSACTION
 3

 1.1
 The Merger
 3

 1.2
 Effects of the Merger
 3

 1.3
 Closing; First Effective Time; Second Effective Time
 3

 1.4
 Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
 4

 1.5
 Merger Consideration; Effect of Merger on Company Capital Stock
 5

 1.6
 Conversion of Shares
 5

 1.7
 Closing of the Company’s Transfer Books
 6

 1.8
 Exchange of Shares
 6

 1.9
 Company Options
 7

 1.10
 Further Action
 8

 1.11
 Withholding
 8

 1.12
 Outstanding Notes
 8

 SECTION 2.
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 8

 2.1
 Due Organization; Subsidiaries
 8

 2.2
 Organizational Documents
 9

 2.3
 Authority; Binding Nature of Agreement
 9

 2.4
 Vote Required
 9

 2.5
 Non-Contravention; Consents
 10

 2.6
 Capitalization
 11

 2.7
 Financial Statements
 12

 2.8
 Absence of Changes
 13

 2.9
 Absence of Undisclosed Liabilities
 15

 i

 TABLE OF CONTENTS

 (continued)

 Page

 2.10
 Title to Assets
 15

 2.11
 Real Property; Leasehold
 15

 2.12
 Intellectual Property; Privacy
 16

 2.13
 Agreements, Contracts and Commitments
 19

 2.14
 Compliance; Permits; Restrictions
 21

 2.15
 Legal Proceedings; Orders
 21

 2.16
 Tax Matters
 21

 2.17
 Employee and Labor Matters; Benefit Plans
 23

 2.18
 Environmental Matters
 26

 2.19
 Insurance
 26

 2.20
 No Financial Advisors
 27

 2.21
 Transactions with Affiliates
 27

 2.22
 Export Controls and Sanctions Compliance Issues
 27

 2.23
 Anti-Bribery
 27

 2.24
 Disclaimer of Other Representations or Warranties
 28

 SECTION 3.
 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS
 2

 3.1
 Due Organization; Subsidiaries
 28

 3.2
 Organizational Documents
 29

 3.3
 Authority; Binding Nature of Agreement
 29

 3.4
 Vote Required
 29

 3.5
 Non-Contravention; Consents
 30

 3.6
 Capitalization
 30

 3.7
 SEC Filings; Financial Statements
 32

 3.8
 Absence of Changes
 34

 3.9
 Absence of Undisclosed Liabilities
 35

 3.10
 Title to Assets
 36

 ii

 TABLE OF CONTENTS

 (continued)

 Page

 3.11
 Real Property; Leasehold
 36

 3.12
 Intellectual Property; Privacy
 36

 3.13
 Agreements, Contracts and Commitments
 39

 3.14
 Compliance; Permits
 40

 3.15
 Legal Proceedings; Orders
 41

 3.16
 Tax Matters
 41

 3.17
 Employee and Labor Matters; Benefit Plans
 42

 3.18
 Environmental Matters
 46

 3.19
 Transactions with Affiliates
 46

 3.20
 Insurance
 46

 3.21
 Opinion of Financial Advisor
 46

 3.22
 No Financial Advisors
 47

 3.23
 Anti-Bribery
 47

 3.24
 Valid Issuance
 47

 3.25
 Export Control and Sanctions Compliance
 47

 3.26
 Disclaimer of Other Representations or Warranties
 47

 SECTION 4.
 ADDITIONAL AGREEMENTS OF THE PARTIES
 48

 4.1
 Parent Stockholders’ Meeting
 48

 4.2
 Proxy Statement
 49

 4.3
 Reservation of Parent Common Stock; Issuance of Shares of Parent Common Stock
 50

 4.4
 Employee Benefits
 50

 4.5
 Indemnification of Officers and Directors
 51

 4.6
 Additional Agreements
 53

 4.7
 Listing
 53

 4.8
 Tax Matters
 53

 4.9
 Legends
 54

 iii

 TABLE OF CONTENTS

 (continued)

 Page

 4.10
 Directors and Officers
 54

 4.11
 Section 16 Matters
 54

 4.12
 Cooperation
 54

 4.13
 Closing Certificates
 54

 4.14
 Takeover Statutes
 55

 4.15
 Obligations of Merger Subs
 55

 4.16
 Private Placement
 55

 SECTION 5.
 CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY
 55

 5.1
 No Restraints
 55

 5.2
 Certificate of Designation
 56

 5.3
 Parent Financing
 56

 5.4
 Exchange Agreements
 56

 SECTION 6.
 CLOSING DELIVERIES OF THE COMPANY
 56

 6.1
 Documents
 56

 6.2
 FIRPTA Certificate
 56

 6.3
 Company Lock-Up Agreements
 56

 6.4
 Registration Rights Agreements
 56

 SECTION 7.
 CLOSING DELIVERIES OF PARENT
 57

 7.1
 Documents
 57

 7.2
 Parent Lock-Up Agreements
 57

 7.3
 Parent Stockholder Support Agreements
 57

 7.4
 Registration Rights Agreements
 57

 iv

 TABLE OF CONTENTS

 (continued)

 Page

 SECTION 8.
 MISCELLANEOUS PROVISIONS
 57

 8.1
 Non-Survival of Representations and Warranties
 57

 8.2
 Amendment
 58

 8.3
 Waiver
 58

 8.4
 Entire Agreement; Counterparts; Exchanges by Electronic Transmission
 58

 8.5
 Applicable Law; Jurisdiction
 58

 8.6
 Attorneys’ Fees
 59

 8.7
 Assignability
 59

 8.8
 Notices
 59

 8.9
 Cooperation
 60

 8.10
 Severability
 60

 8.11
 Other Remedies; Specific Performance
 60

 8.12
 No Third-Party Beneficiaries
 60

 8.13
 Construction
 61

 8.14
 Expenses
 61

 Exhibits:

 Exhibit A
 Definitions
 A-1

 Exhibit B
 Form of Lock-Up Agreement
 B-1

 Exhibit C
 Form of Certificate of Designation
 C-1

 Exhibit D
 Form of Parent Stockholder Support Agreement
 D-1

 Exhibit E
 Registration Rights Agreement
 E-1

 v

 AGREEMENT AND PLAN
OF MERGER

 THIS AGREEMENT AND PLAN OF
MERGER (this “ Agreement ”) is entered into as of June 11, 2026, by and among ADIAL PHARMACEUTICALS, INC. ,
a Delaware corporation (“ Parent ”), ADIAL MERGER SUB I, INC. , a Delaware corporation and wholly owned
subsidiary of Parent (“ First Merger Sub ”), ADIAL MERGER SUB II, LLC , a Delaware limited liability company
and wholly owned subsidiary of Parent (“ Second Merger Sub ” and together with First Merger Sub, “ Merger
Subs ”), and AZORA THERAPEUTICS, INC. , a Delaware corporation (the “ Company ”), (each, a
“ Party ” and collectively, the “ Parties ”). Certain capitalized terms used in this Agreement
are defined in Exhibit A .

 RECITALS

 A. Parent
and the Company desire to enter into a business combination as contemplated by this Agreement based on the mutually agreed values of each
of Parent and the Company.

 B. Parent
and the Company intend to effect a merger of First Merger Sub with and into the Company (the “ First Merger ”)
in accordance with this Agreement and the DGCL. Upon consummation of the First Merger, First Merger Sub will cease to exist and the Company
will become a wholly owned subsidiary of Parent.

 C. Immediately
following the First Merger and as part of the same overall transaction as the First Merger, the Company will merge with and into Second
Merger Sub (the “ Second Merger ” and, together with the First Merger, the “ Merger ”),
with Second Merger Sub being the surviving entity of the Second Merger.

 D. The
Parties intend that: (i) the First Merger and the Second Merger, taken together, will constitute an integrated transaction described
in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a) of the
Code, and (ii) this Agreement will constitute, and is hereby adopted as, a plan of reorganization within the meaning of Treasury
Regulations Sections 1.368-2(g) and 1.368-3(a).

 E. The
Parent Board has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and
its stockholders (“ Parent Stockholders ”), (ii) approved and declared advisable this Agreement and the Contemplated
Transactions, including the issuance of the Parent Common Stock Payment Shares and the Parent Preferred Stock Payment Shares to the stockholders
of the Company (“ Company Stockholders ”) pursuant to the terms of this Agreement, and (iii) determined to
recommend, upon the terms and subject to the conditions set forth in this Agreement, that the Parent Stockholders vote to approve the
Parent Stockholder Matters at the Parent Stockholders’ Meeting to be convened following the Closing.

 F. The
First Merger Sub Board has: (i) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of
First Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the Contemplated Transactions,
and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole stockholder
of First Merger Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions.

 G. The
sole member of the Second Merger Sub has (i) determined that the Contemplated Transactions are fair to, advisable, and in the best
interests of Second Merger Sub and its sole member, (ii) approved and declared advisable this Agreement and the Contemplated Transactions,
and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the sole member
of Second Merger Sub votes to adopt this Agreement and thereby approve the Contemplated Transactions.

 1

 H. The
Company Board has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company
Stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions, and (iii) recommended,
upon the terms and subject to the conditions set forth in this Agreement, that the Company Stockholders vote to approve the Company Stockholder
Matters (collectively, the “ Board Approval ”).

 I. Subsequent
to the Board Approval, but prior to the execution and delivery of this Agreement, the requisite Company Stockholders constituting the
Required Company Stockholder Vote by written consent and in accordance with the Company’s certificate of incorporation, the Company’s
bylaws and the DGCL: (i) approved and adopted this Agreement and the Contemplated Transactions, (ii) acknowledged that the approval
given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262
of the DGCL, a true and correct copy of which was attached thereto, and that such Company Stockholder has received and read a copy of
Section 262 of the DGCL, and (iii) acknowledged that by its approval of the Merger it is not entitled to appraisal rights with
respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital
stock under the DGCL (such matters, the “ Company Stockholder Matters ” and the consent, the “ Stockholder
Written Consent ”), and the Stockholder Written Consent is to become effective by its terms immediately following the execution
of this Agreement by the parties hereto.

 J. Immediately
following the Closing, the Company will transmit to each Company stockholder who did not execute the Stockholder Written Consent any notices
required under Section 228(e) and Section 262 of the DGCL.

 K. Concurrently
with the execution and delivery of this Agreement and as a condition and inducement to each of Parent and the Company’s willingness
to enter into this Agreement, the directors and the officers of Parent listed in Section A-1 of the Parent Disclosure Schedule
(solely in their capacity as Parent Stockholders) (the “ Parent Signatories ”) and the directors and the officers
of the Company listed in Section A-1 of the Company Disclosure Schedule (the “ Company Signatories ”)
(solely in their capacity as stockholders) are executing lock-up agreements in substantially the form attached as Exhibit B (each,
a “ Lock-Up Agreement ”).

 L. As
a condition and inducement to the Parties’ willingness to enter into this Agreement, concurrently with the execution and delivery
of this Agreement and conditioned solely on Closing, the Parent and certain investors named in that certain purchase agreement (collectively,
the “ PIPE Investors ”), dated as of the date hereof (the “ Securities Purchase Agreement ”),
have executed and delivered the Securities Purchase Agreement, pursuant to which the PIPE Investors have agreed to purchase prefunded
warrants (the “ PIPE Prefunded Warrants ”) and common stock warrants (the “ PIPE Common Warrants ”,
and together with the PIPE Prefunded Warrants, the “ PIPE Warrants ”) to purchase the number of shares of Parent
Common Stock set forth in the Securities Purchase Agreement in connection with the Parent Financing.

 M. Concurrently
with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into this
Agreement, certain stockholders set forth on Section A-2 of the Parent Disclosure Schedule (solely in their capacity as stockholders)
are executing support agreements in favor of the Company in substantially the form attached hereto as Exhibit D (the “ Parent
Stockholder Support Agreement ”), pursuant to which such Persons have, subject to the terms and conditions set forth in the
Parent Stockholder Support Agreement, agreed to vote all of their shares of capital stock of Parent in favor of the Parent Stockholder
Matters.

 2

 N. Immediately
following the execution and delivery of this Agreement, but prior to the filing of the First Certificate of Merger, Parent will file the
Certificate of Designation with the office of the Secretary of State of the State of Delaware.

 O. Concurrently
with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into this
Agreement, Parent is executing a registration rights agreement in substantially the form attached as Exhibit E (the “ Registration
Rights Agreement ”).

 AGREEMENT

 The Parties, intending to
be legally bound, agree as follows:

 SECTION 1.
DESCRIPTION OF TRANSACTION

 1.1 The Merger .
Upon the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, First Merger Sub shall be merged
with and into the Company, and the separate existence of First Merger Sub shall cease. As a result of the First Merger, the Company will
continue as the surviving corporation in the First Merger (the “ First Step Surviving Corporation ”). Upon the
terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, the First Step Surviving Corporation will
merge with and into Second Merger Sub, and the separate existence of the First Step Surviving Corporation shall cease. As a result of
the Second Merger, Second Merger Sub will continue as the surviving entity in the Second Merger (the “ Surviving Entity ”).

 1.2 Effects of the
Merger . At and after the First Effective Time, the First Merger shall have the effects set forth in this Agreement, the First
Certificate of Merger and in the applicable provisions of the DGCL. As a result of the First Merger, the First Step Surviving Corporation
will become a wholly owned subsidiary of Parent. Without limiting the generality of the foregoing, and subject thereto, at the First
Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of
First Merger Sub and the Company will become the property, rights, privileges, agreements, powers and franchises, debts, liabilities,
duties and obligations of the First Step Surviving Corporation. At and after the Second Effective Time, the Second Merger shall have
the effects set forth in this Agreement, the Second Certificate of Merger and in the applicable provisions of the DGCL and the DLLCA.
Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges,
agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub and the First Step Surviving Corporation
will become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving
Entity.

 1.3 Closing; First
Effective Time; Second Effective Time . The consummation of the Merger (the “ Closing ”) is being consummated
remotely via the electronic exchange of documents and signatures substantially simultaneously with the execution and delivery of this
Agreement, or at such other time, date and place as Parent and the Company may mutually agree in writing. The date on which the Closing
actually takes place is referred to as the “ Closing Date .” At the Closing: (a) the Parties shall cause
the First Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger
with respect to the First Merger, satisfying the applicable requirements of the DGCL and in form and substance to be agreed upon by the
Parties (the “ First Certificate of Merger ”), and (b) the Parties shall cause the Second Merger to be consummated
by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Second Merger,
satisfying the applicable requirements of the DGCL and the DLLCA and in form and substance to be agreed upon by the Parties (the “ Second
Certificate of Merger ” and together with the First Certificate of Merger, the “ Certificates of Merger ”).
The First Merger shall become effective at the time of the filing of such First Certificate of Merger with the Secretary of State of
the State of Delaware or at such later time as may be specified in such First Certificate of Merger with the consent of Parent and the
Company (the time as of which the First Merger becomes effective being referred to as the “ First Effective Time ”).
The Second Merger shall become effective at the time of the filing of such Second Certificate of Merger with the Secretary of State of
the State of Delaware or at such later time as may be specified in such Second Certificate of Merger with the consent of Parent and the
Company (the time as of which the Second Merger becomes effective being referred to as the “ Second Effective Time ”).

 3

 1.4 Certificate
of Designation; Certificate of Incorporation and Bylaws; Directors and Officers .

 (a) Prior
to the First Effective Time, Parent shall file the Certificate of Designation with the office of the Secretary of State of the State of
Delaware.

 (b) At
the First Effective Time:

 (i) the
certificate of incorporation of the First Step Surviving Corporation shall be amended and restated as set forth in an exhibit to the First
Certificate of Merger, until thereafter amended as provided by the DGCL and such certificate of incorporation;

 (ii) the
bylaws of the First Step Surviving Corporation shall be amended and restated in their entirety to read identically to the bylaws of the
Company as in effect immediately prior to the First Effective Time, until thereafter amended as provided by the DGCL and such bylaws;
and

 (iii) the
directors and officers of the First Step Surviving Corporation, each to hold office in accordance with the certificate of incorporation
and bylaws of the First Step Surviving Corporation, shall be such persons as shall be mutually agreed upon by Parent and the Company.

 (c) At
the Second Effective Time:

 (i) the
certificate of formation of the Surviving Entity shall be the certificate of formation of Second Merger Sub as in effect immediately prior
to the Second Effective Time, until thereafter amended as provided by the DLLCA and such certificate of formation; provided , however ,
that at the Second Effective Time (as part of the Second Certificate of Merger), the certificate of formation shall be amended to: (A) change
the name of the Surviving Entity to “Azora Therapeutics, LLC,” (B) comply with Section 4.5 , and (C) make
such other changes as are mutually agreed to by Parent and the Company;

 (ii) the
limited liability company agreement of the Surviving Entity shall be amended and restated in its entirety to read identically to the limited
liability company agreement of Second Merger Sub as in effect immediately prior to the Second Effective Time, until thereafter amended
as provided by the DLLCA and such limited liability company agreement; provided , however , that following the Second Effective
Time (but as soon thereafter as practicable), the limited liability company agreement shall be amended to: (A) comply with Section 4.5 ,
and (B) change the name of the Surviving Entity to “Azora Therapeutics, LLC”;

 (iii) the
managers and officers of the Surviving Entity, each to hold office in accordance with the certificate of formation and limited liability
company agreement of the Surviving Entity, shall be such persons as shall be mutually agreed upon by Parent and the Company; and

 (iv) the
certificate of incorporation of Parent shall be identical to the certificate of incorporation of Parent immediately prior to the Second
Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided , however ,
that following the Second Effective Time, the certificate of incorporation may be amended to make such other changes as are mutually agreed
to by Parent and the Company.

 4

 1.5 Merger Consideration;
Effect of Merger on Company Capital Stock . The aggregate merger consideration (the “ Merger Consideration ”)
to be paid by Parent for all of the outstanding shares of Company Capital Stock at the Closing shall be (a) 437,474 shares of Parent
Common Stock (“ Parent Common Stock Payment Shares ”) (b) 12,930.617 shares of Parent Convertible Preferred
Stock (the “ Parent Preferred Stock Payment Shares ” and, together with the Parent Common Stock Payment Shares,
the “ Parent Stock Payment Shares ”) in accordance with Section 1.6(a) ; provided that, subject
to Section 1.9 , the aggregate number of shares of Parent Common Stock issued or to be issued (i) in the Contemplated
Transactions, including shares of Parent Common Stock issuable upon exercise of the Parent Assumed Options, (ii) upon exercise of
the PIPE Warrants issued and to be issued to the PIPE Investors in the Parent Financing pursuant to the Securities Purchase Agreement,
and (iii) upon exercise of the Azora Noteholder Warrants issued and to be issued to the Azora Noteholders pursuant to the Noteholder
Exchange Agreements, collectively, shall not exceed the Cap, as further described in Section 3.4 . Each Parent Preferred Stock
Payment Share shall be convertible into 1,000 shares of Parent Common Stock, subject to and contingent upon the affirmative vote of a
majority of the shares of Parent Common Stock present or represented and entitled to vote at a meeting of stockholders of Parent (other
than any Person receiving Parent Common Stock or securities convertible into Parent Common Stock in the Contemplated Transactions or
the Parent Financing) to approve, for purposes of the Nasdaq Stock Market Rules, the issuance of shares of Parent Common Stock to the
holders of Parent Convertible Preferred Stock upon conversion of any and all shares of Parent Convertible Preferred Stock in accordance
with the terms of the Certificate of Designation (the “ Preferred Stock Conversion Proposal ”).

 1.6 Conversion of
Shares .

 (a) At
the First Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the Company
or any stockholder of the Company or Parent:

 (i) any
shares of Company Common Stock held as treasury stock or held or owned by the Company or any wholly owned Subsidiary of the Company immediately
prior to the First Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange
therefor; and

 (ii) subject
to Section 1.5 and Section 1.6(c) , each share of Company Capital Stock outstanding immediately prior to the First
Effective Time (excluding shares to be canceled pursuant to Section 1.6(a)(i) ) shall be automatically converted solely into
the right to receive the number of Parent Stock Payment Shares as set forth on the Allocation Certificate.

 (b) The
Company hereby covenants and agrees that, if any shares of Company Common Stock outstanding immediately prior to the First Effective Time
are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement
with the Company, the Company will cause such shares of Company Common Stock to no longer be subject to any right of repurchase, risk
of forfeiture or other such conditions as of the First Effective Time.

 (c) No
fractional shares of Parent Common Stock and Parent Convertible Preferred Stock shall be issued in connection with the First Merger, and
no certificates or scrip for any such fractional shares shall be issued and no cash shall be paid for any such fractional shares. Any
fractional shares of Parent Common Stock that a holder of Company Common Stock would otherwise be entitled to receive shall be aggregated
with all fractional shares of Parent Common Stock issuable to such holder and any remaining fractional shares shall be rounded up to the
nearest whole share, in lieu of such fraction of a share. Any fractional share of Parent Convertible Preferred Stock will be rounded up
to the nearest one ten-thousandth of a share, with no additional consideration paid for any fractional shares eliminated due to rounding.

 5

 (d) At
the First Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the Company
or any member of the Company or stockholder of Parent, each share of common stock of First Merger Sub issued and outstanding immediately
prior to the First Effective Time shall be converted into and exchanged for one share of common stock of the First Step Surviving Corporation.
If applicable, each stock certificate of First Merger Sub evidencing ownership of any such shares of common stock of First Merger Sub
shall, as of the First Effective Time, evidence ownership of such shares of common stock of the First Step Surviving Corporation.

 (e) If,
between the date of this Agreement and the First Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock
or Parent Convertible Preferred Stock shall have been changed into, or exchanged for, a different number of shares or a different class,
by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like
change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide
the holders of Company Common Stock and Parent Common Stock and Parent Convertible Preferred Stock, with the same economic effect as contemplated
by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares
or other like change; provided, however , that nothing in this Agreement will be construed to permit the Company or Parent to take
any action with respect to Company Common Stock or Parent Common Stock or Parent Convertible Preferred Stock, respectively, that is prohibited
or not expressly permitted by the terms of this Agreement.

 (f) At
the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the First Step Surviving Corporation,
Second Merger Sub or their respective stockholders, each share of the First Step Surviving Corporation issued and outstanding immediately
prior to the Second Effective Time shall be canceled and extinguished without any conversion thereof and no payment or distribution shall
be made with respect thereto.

 1.7 Closing of the
Company’s Transfer Books . At the First Effective Time: (a) all holders of (i) certificates representing shares
of Company Capital Stock, and (ii) book-entry shares representing shares of Company Capital Stock (“ Book-Entry Shares ”),
in each case, that were outstanding immediately prior to the First Effective Time shall be deemed, from and after the First Effective
Time, to only have the right to receive book-entry shares of Parent Common Stock and Parent Convertible Preferred Stock representing
the Merger Consideration and, following issuance of book-entry shares representing the Merger Consideration, such certificates representing
shares of Company Common Stock and Book-Entry Shares shall be cancelled; and (b) three Business Days prior to the First Effective
Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Capital Stock outstanding as of such
time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the First Effective
Time. If, after the First Effective Time, a valid certificate previously representing any shares of Company Capital Stock outstanding
immediately prior to the First Effective Time (a “ Company Stock Certificate ”) is presented to the Exchange
Agent or to the Surviving Entity, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Sections 1.6
and 1.8 .

 1.8 Exchange of
Shares .

 (a) Parent
and the Company have selected VStock Transfer, LLC, a Delaware limited liability company, to act as exchange agent in the Merger (the
“ Exchange Agent ”). At the First Effective Time, Parent shall deposit with the Exchange Agent certificates or
evidence of book-entry shares representing Parent Common Stock and Parent Convertible Preferred Stock issuable pursuant to Section 1.6(a) .
The Parent Common Stock and Parent Convertible Preferred Stock so deposited with the Exchange Agent, together with any dividends or distributions
received by the Exchange Agent with respect to such shares, are referred to collectively as the “ Exchange Fund .”

 6

 (b) Immediately
following the First Effective Time, the Exchange Agent shall issue book-entry shares representing the Merger Consideration (in a number
of whole shares of Parent Common Stock and Parent Convertible Preferred Stock) that each holder of Company Capital Stock has the right
to receive pursuant to the provisions of Section 1.6(a) and each Company Stock Certificate or Book-Entry Share formerly
held by each such holder shall be deemed, from and after the First Effective Time, to represent only the right to receive book-entry shares
of Parent Common Stock and Parent Convertible Preferred Stock representing the Merger Consideration and, following issuance of book-entry
shares representing the Merger Consideration, shall be cancelled. The Merger Consideration and any dividends or other distributions as
are payable pursuant to Section 1.6(e) shall be deemed to have been in full satisfaction of all rights pertaining
to Company Capital Stock formerly represented by such Company Stock Certificates or Book-Entry Shares.

 (c) Subject
to compliance with applicable escheat Laws, any portion of the Exchange Fund that remains unclaimed by holders of shares of Company Capital
Stock as of the date that is one year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock
Certificates or Book-Entry Shares who have not theretofore surrendered their Company Stock Certificates or transferred their Book-Entry
Shares in accordance with this Section 1.8 shall thereafter look only to Parent as general creditors for satisfaction of their
claims for Parent Convertible Preferred Stock and any dividends or distributions with respect to shares of Parent Convertible Preferred
Stock.

 (d) No
Party shall be liable to any holder of any shares of Company Capital Stock or to any other Person with respect to any shares of Parent
Convertible Preferred Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official
pursuant to any applicable abandoned property Law, escheat Law or similar Law. Any portion of the Exchange Fund that remains unclaimed
by holders of shares of Company Capital Stock as of the date that is two years after the Closing Date (or immediately prior to such earlier
date on which the related Exchange Funds (and all dividends or other distributions in respect thereof) would otherwise escheat to or become
the property of any Governmental Body) shall, to the extent permitted by applicable Law, become the property of the Surviving Entity,
free and clear of all claims or interest of any Person previously entitled thereto.

 1.9 Company
Options .

 (a) At
the First Effective Time, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time under
the Company Plan, whether or not vested, shall be assumed and converted into and become an option to purchase Parent Common Stock (each,
a “ Parent Assumed Option ”). Accordingly, from and after the First Effective Time: (i) each Parent Assumed Option
may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Parent Assumed
Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to the corresponding Company
Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down
to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable
upon exercise of each Parent Assumed Option shall be determined by dividing (A) the per share exercise price of Company Common Stock subject
to the corresponding Company Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio and rounding
the resulting exercise price up to the nearest whole cent; and (iv) the other terms of each Parent Assumed Option (including, but not
limited to, the expiration date, restrictions on exercisability, and vesting schedule) shall otherwise remain unchanged; provided,
 that, (I) in the case of any Parent Assumed Option that was converted from a Company Option to which Section 421 of the Code applies
as of the First Effective Time by reason of its qualification under Section 422 of the Code, the per share exercise price, the number
of shares of Parent Common Stock subject to such Parent Assumed Option and the terms and conditions of such Parent Assumed Option shall
be determined in a manner consistent with the requirements of Section 424(a) of the Code; (II) the exercise price, the number of shares
of Parent Common Stock subject to, and the terms and conditions of exercise of each Parent Assumed Option shall also be determined in
a manner consistent with the requirements of Section 409A of the Code and (III) the Parent Assumed Options shall not be exercisable unless
and until the Preferred Stock Conversion Proposal is approved; provided, further, that: (x) the terms of the Parent Assumed Options
shall be further amended as may be necessary to reflect such assumption and conversion of the Company Options into Parent Assumed Options
(such as by making any change in control or similar definition relate to Parent instead of the Company and having any provision that provides
for the adjustment of Company Options upon the occurrence of certain corporate events of the Company relate to similar corporate events
of Parent instead); and (y) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board
or any committee thereof with respect to each Parent Assumed Option.

 7

 (b) Parent
shall file with the SEC, promptly after the consummation of the Parent Financing (and in any event, not later than thirty (30) days thereafter),
a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common
Stock issuable with respect to the Parent Assumed Options in accordance with Section 1.9.

 1.10 Further Action .
If, at any time after the First Effective Time, any further action is determined by the Surviving Entity to be necessary or desirable
to carry out the purposes of this Agreement or to vest the Surviving Entity with full right, title and possession of and to all rights
and property of the Company, then the officers and directors of the Surviving Entity shall be fully authorized, and shall use their and
its reasonable efforts (in the name of the Company, in the name of Merger Subs, in the name of the Surviving Entity and otherwise) to
take such action.

 1.11 Withholding .
The Parties and the Exchange Agent (each, a “ Withholding Agent ”) shall be entitled to deduct and withhold from
the consideration otherwise payable pursuant to this Agreement to any holder of Company Capital Stock or any other Person such amounts
of Taxes as such Withholding Agent is required to deduct and withhold under the Code or any other Law with respect to the making of such
payment; provided, however, that if a Withholding Agent determines that any payment to any holder of Company Capital Stock is subject
to deduction and/or withholding, then, except with respect to compensatory payments to a current or former employee of the Company, or
as a result of a failure to deliver the certificate described in Section 6.2 that establishes an exemption from U.S. federal
withholding Tax, such Withholding Agent shall: (a) provide written notice to such holder of Company Capital Stock as soon as reasonably
practicable after such determination (and no later than three (3) Business Days prior to undertaking such deduction and/or withholding),
and (b) use commercially reasonable efforts to cooperate with such holder of Company Capital Stock prior to such deduction and/or
withholding to reduce the amount of or eliminate the need for any such deduction and/or withholding to the extent permitted by applicable
Law. To the extent that any amounts of Taxes are so deducted and/or withheld and paid over to the appropriate Governmental Body, such
deducted and/or withheld amounts of Taxes shall be treated for all purposes of this Agreement as having been paid to the Person in respect
of whom such deduction and withholding was made.

 1.12 Outstanding
Notes . Upon the Closing, the Parent agrees to guarantee the outstanding convertible notes of the Company, in the aggregate principal
amount of $5,500,000 (the “ Azora Notes ”).

 SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 Subject to Section 8.13(h) ,
except as set forth in the correspondingly numbered Section of the disclosure schedule delivered by the Company to Parent (the “ Company
Disclosure Schedule ”), the Company represents and warrants to Parent and Merger Subs as of the date hereof (or, in the case
of representations and warranties that speak as of a specified date, as of such specified date, as follows:

 2.1 Due Organization;
Subsidiaries .

 (a) The
Company is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware and has all necessary corporate
power and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own
or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, and (iii) to
perform its obligations under all Contracts by which it is bound.

 8

 (b) The
Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under
the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where
the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect.

 (c) Except
as set forth in Section 2.1(c) of the Company Disclosure Schedule: (i) the Company has no Subsidiaries and has never had any Subsidiaries,
and (ii) the Company does not own, and has never owned, any capital stock of, or any equity, ownership or profit-sharing interest of any
nature in, and does not control, and has never controlled, directly or indirectly, any other Entity.

 (d) Except
as set forth in Section 2.1(d) of the Company Disclosure Schedule: The Company is not, nor has ever been, directly or indirectly,
a party to, member of or participant in any partnership, joint venture or similar business entity.

 (e) The
Company has not agreed to, and is not obligated to make, nor is bound by any Contract under which it may become obligated to make, any
future investment in or capital contribution to any other Entity.

 (f) The
Company has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any
general partnership, limited partnership or other Entity.

 2.2 Organizational
Documents . The Company has made available to Parent accurate and complete copies of the Organizational Documents of the Company
in effect as of the date of this Agreement. The Company is not in breach or violation of its respective Organizational Documents.

 2.3 Authority;
Binding Nature of Agreement .

 (a) The
Company has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject
to receipt of the Required Company Stockholder Vote, to consummate the Contemplated Transactions. The Company Board (at meetings duly
called and held or by unanimous written consent) has: (i) determined that the Contemplated Transactions are fair to, advisable and
in the best interests of the Company and Company Stockholders, (ii) authorized, approved and declared advisable this Agreement and
the Contemplated Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this
Agreement, that the Company Stockholders vote in favor of the Company Stockholder Matters.

 (b) This
Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and
Merger Subs, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms, subject to the Enforceability Exceptions.

 2.4 Vote Required .
The affirmative vote (or written consent) of the holders of (a) the holders of at least a majority of the shares of Company Preferred
Stock outstanding on the record date for the Stockholder Written Consent and entitled to vote thereon, voting as a single class on an
as-converted basis, (b) the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Stockholder
Written Consent ((a) and (b) collectively, the “ Required Company Stockholder Vote ”), is the only vote
(or written consent) of the holders of any class or series of Company Capital Stock necessary to adopt and approve this Agreement and
approve the Contemplated Transactions. The Stockholder Written Consent became effective upon the execution of this Agreement by the parties
hereto and provided the Required Company Stockholder Vote. No other corporate proceedings by the Company are necessary to authorize this
Agreement or to consummate the Contemplated Transactions.

 9

 2.5 Non-Contravention;
Consents . Subject to obtaining the Required Company Stockholder Vote, the filing of the Certificates of Merger required by the
DGCL, the filing of the Certificate of Designation and the approval of the Nasdaq Listing Application, neither (x) the execution,
delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or
indirectly (with or without notice or lapse of time):

 (a) contravene,
conflict with or result in a violation of any of the provisions of the Company’s Organizational Documents;

 (b) contravene,
conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions
or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which the Company,
or any of the assets owned or used by the Company, is subject, except as would not reasonably be expected to be material to the Company
or its business;

 (c) contravene,
conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company, except as would not reasonably be expected
to be material to the Company or its business;

 (d) except
as set forth in Section 2.5(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach
of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a
default or exercise any remedy under any Company Material Contract, (ii) any material payment, rebate, chargeback, penalty or change
in delivery schedule under any Company Material Contract; (iii) accelerate the maturity or performance of any Company Material Contract;
or (iv) cancel, terminate or modify any term of any Company Material Contract, except in the case of any non-material breach, default,
penalty or modification; or

 (e) result
in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for Permitted
Encumbrances).

 Except for: (i) any Consent
set forth in Section 2.5 of the Company Disclosure Schedule under any Company Contract, (ii) the Required Company Stockholder
Vote, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the
filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (v) such consents,
waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state
securities Laws or Nasdaq, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any
Consent from, any Person in connection with: (A) the execution, delivery or performance of this Agreement, or (B) the consummation
of the Contemplated Transactions. The Company Board has taken and will take all actions necessary to ensure that the restrictions applicable
to business combinations contained in Section 203 of the DGCL (or analogous provisions) are, and will be, inapplicable to the execution,
delivery and performance of this Agreement, the Lock-Up Agreements and to the consummation of the Contemplated Transactions. No other
state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, the Lock-Up Agreements or any of the
Contemplated Transactions.

 10

 2.6 Capitalization .

 (a) The
authorized Company Capital Stock as of the date immediately prior to the Closing consists of: (i) 48,800,000 shares of Company
Common Stock, par value $0.0001 per share, of which 22,856,666 shares are issued and outstanding as of immediately prior to the Closing,
and (ii) 19,057,182 shares of Company Preferred Stock, par value $0.0001 per share (the “ Company Preferred
Stock ”), 11,191,152 of which have been designated Series A-1 Preferred Stock, 11,191,152 of which are issued and outstanding
as of immediately prior to the Closing, 6,783,587 of which have been designated Series A-2 Preferred Stock, 6,783,587 of which are issued
and outstanding as of immediately prior to the Closing, and 1,082,443 of which have been designated Series A-3 Preferred Stock, 1,055,262
of which are issued and outstanding as of immediately prior to the Closing. The Company does not hold any shares of its capital stock
in its treasury. Section 2.6(a) of the Company Disclosure Schedule lists, as of immediately prior to the Closing, each record
holder of issued and outstanding Company Capital Stock and the number and type of shares of Company Capital Stock held by such holder.

 (b) All
of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully
paid and nonassessable. Except as set forth in the Investor Agreements, none of the outstanding shares of Company Capital Stock is entitled
or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares
of Company Capital Stock is subject to any right of first refusal in favor of the Company. Except as contemplated in this Agreement or
as set forth in the Investor Agreements, there is no Company Contract relating to the voting or registration of, or restricting any Person
from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of
Company Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated,
to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock or other securities. Section 2.6(b)
of the Company Disclosure Schedule accurately and completely lists (i) all repurchase rights held by the Company with respect to shares
of Company Capital Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights
are currently exercisable and (ii) whether the holder of such shares of Company Capital Stock timely filed an election with the relevant
Governmental Bodies under Section 83(b) of the Code with respect to such shares. Each share of Company Preferred Stock is convertible
into one share of Company Common Stock.

 (c) Except
for the Company’s 2017 Incentive Plan (the “ Company Plan ”), the Company does not have any stock option
plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of
this Agreement, the Company has authorized 4,869,453 shares of Company Common Stock for issuance under the Company Plan, of which 3,690,382
shares have been issued and are currently outstanding. As of the date of this Agreement, 4,537,787 shares have been reserved for issuance
upon (i) exercise of Company Options previously granted and currently outstanding under the Company Plan, and (ii) exercise of Company
restricted stock awards previously granted and currently outstanding under the Company Plan, and 847,405 shares of Company Common Stock
remain available for future issuance of awards pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule
sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name
of the optionee, (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant, (iii) the
number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement, (iv) the exercise price
of such Company Option (v) the date on which such Company Option was granted, (vi) the applicable vesting schedule, including
the number of vested and unvested shares as of the date of this Agreement and any acceleration provisions, (vii) the date on which
such Company Option expires, (viii) whether such Company Option is intended to constitute an “incentive stock option”
(as defined in the Code) or a non-qualified stock option, and (ix) whether such Company Option is “early exercisable.”
The Company has made available to Parent an accurate and complete copy of the Company Plan and a form of stock option agreement that is
consistent in all material respects with the stock option agreements evidencing outstanding Company Options granted thereunder. No vesting
of Company Options will be accelerated in connection with the closing of the Contemplated Transactions other than as set forth in Section
2.6(c) of the Company Disclosure Schedule. The per share exercise price of each Company Option is at least equal to the per share
fair market value of the Company Common Stock as of the date such Company Option was granted. In addition, other than the Company Options,
there are no bonds, debentures, notes or other indebtedness involving the Company having the right to vote (or convertible into, or exchangeable
for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

 11

 (d) Except
for Company Options set forth in Section 2.6(c) of the Company Disclosure Schedule, there is no: (i) outstanding subscription,
option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of
the Company, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares
of the capital stock or other securities of the Company, or (iii) condition or circumstance that could be reasonably likely to give
rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive
any shares of capital stock or other securities of the Company. There are no outstanding or authorized stock appreciation, phantom stock,
profit participation or other similar rights with respect to the Company.

 (e) All
outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued
and granted in compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable
securities Laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

 (f) All
distributions, dividends, repurchases and redemptions of the Company Capital Stock or other equity interests of the Company were undertaken
in compliance with (i) the Organizational Documents of the Company in effect as of the relevant time and all applicable securities
Laws and other applicable Laws, and (ii) all requirements set forth in applicable Contracts.

 2.7 Financial Statements .

 (a) Prior
to the execution hereof, the Company has provided to Parent true and complete copies of the Company Unaudited Interim Balance Sheet, (collectively,
the “ Company Financials ”). The Company Financials were (i) derived from and in accordance with the books and
records of the Company, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto
as of their respective dates and (iii) and fairly present, in all material respects, the financial position and operating results of the
Company as of the dates and for the periods indicated therein, except for normal, recurring year-end audit adjustments and the absence
of footnotes.

 (b) The
Company maintains accurate books and records reflecting its assets and liabilities and maintains a system of internal accounting controls
designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) access to the Company’s assets is permitted only in accordance with management’s general or specific
authorization, (iii) the recorded accountability for the Company’s assets is compared with the existing assets at regular intervals
and appropriate action is taken with respect to any differences, and (iv) accounts, notes and other receivables and inventory are
recorded accurately, and proper and adequate procedures are implemented which are designed to effect the collection thereof on a current
and timely basis.

 (c) The
Company has not entered into any securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c)
of Regulation S-K under the Exchange Act) effected by the Company since the Company’s inception.

 (d) Except
as set forth in Section 2.7(d) of the Company Disclosure Schedule, since the Company’s inception, there have been no formal investigations
regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief
executive officer or chief financial officer of the Company, the Company Board or any committee thereof. Since the Company’s inception,
neither the Company nor its independent auditors have identified: (i) any significant deficiency or material weakness in the design
or operation of the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that
involves the Company, the Company’s management or other employees who have a role in the preparation of financial statements or
the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing.

 12

 2.8 Absence of Changes .
Except as set forth in Section 2.8 of the Company Disclosure Schedule, after the date of the Company Unaudited Interim Balance
Sheet, the Company has conducted its business only in the Ordinary Course of Business (except for the execution and performance of this
Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (x) Company Material Adverse
Effect and (y) the Company has not done any of the following:

 (a) declared,
accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its capital stock; or repurchased,
redeemed or otherwise reacquired any shares of its capital stock or other securities (except for shares of Company Common Stock from terminated
employees, directors or consultants of the Company or in connection with the payment of the exercise price and/or withholding Taxes incurred
upon the exercise, settlement or vesting of any award granted under the Company Plan);

 (b) sold,
issued, granted, pledged, disposed of or otherwise encumbered (other than encumbrances pursuant to applicable securities Laws) or authorized
any encumbrance (other than encumbrances pursuant to applicable securities Laws) with respect to: (A) any capital stock or other
security of the Company (except for Company Common Stock issued upon the valid exercise of outstanding Company Options); (B) any
option, warrant or right to acquire any capital stock or any other security, other than option grants to employees and consultants in
the Ordinary Course of Business; or (C) any instrument convertible into or exchangeable for any capital stock or other security of
the Company ;

 (c) except
as required to give effect to anything in contemplation of the Closing, amended any of its Organizational Documents, or effected or been
a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split,
reverse stock split or similar transaction except, for the avoidance of doubt, the Contemplated Transactions;

 (d) formed
any Subsidiary or acquired any equity interest or other interest in any other Entity or entered into a joint venture with any other Entity;

 (e) either:
(i) lent money to any Person (except for the advance of reasonable business expenses to employees, directors and consultants in the
Ordinary Course of Business), (ii) incurred or guaranteed any indebtedness for borrowed money, or (iii) guaranteed any debt
securities of others;

 (f) other
than as required by applicable Law or the terms of any Company Benefit Plan as in effect on the date of this Agreement and other than
the Company Plan or any Company Option: (A) adopted, terminated, established or entered into any Company Benefit Plan; (B) caused
or permitted any Company Benefit Plan to be amended in any material respect; (C) paid any material bonus or distributed any profit-sharing
account balances or similar payment to, or increased the amount of the wages, salary, commissions, benefits or other compensation or remuneration
payable to, any of its directors, officers or employees; (D) increased the severance or change-of-control benefits offered
to any current, former or new employees, directors or consultants or (E) hired, terminated or gave notice of termination (other than
for cause) to, any (x) officer or (y) employee whose annual base salary is or is expected to be more than $125,000 per year;

 13

 (g) entered
into any Labor Agreement;

 (h) entered
into any material transaction outside the Ordinary Course of Business other than in connection with the Contemplated Transactions;

 (i) acquired
any material asset or sold or otherwise irrevocably disposed of any of its assets or properties (other than disposal of obsolete assets),
or granted any Encumbrance (other than Permitted Encumbrances) with respect to such assets or properties, except in the Ordinary Course
of Business;

 (j) sold,
assigned, transferred, licensed, sublicensed, cancelled, abandoned, allowed to lapse, or otherwise disposed of any material Company IP
(other than (A) pursuant to non-exclusive licenses granted in the Ordinary Course of Business or (B) expiration of Company IP
in accordance with the applicable statutory term);

 (k) made,
changed or revoked any material Tax election, failed to pay any income or other material Tax as such Tax becomes due and payable, filed
any amendment making any material change to any Tax Return, settled or compromised any income or other material Tax liability, entered
into any Tax allocation, sharing, indemnification or other similar agreement or arrangement (including any “closing agreement”
described in Section 7121 of the Code (or any similar Law) with any Governmental Body, but excluding customary commercial Contracts
entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes), requested or consented to any extension
or waiver of any limitation period with respect to any claim or assessment for any income or other material Taxes (other than pursuant
to an automatic extension of time to file any Tax Return granted in the Ordinary Course of Business of not more than six months), or adopted
or changed any material accounting method in respect of Taxes;

 14

 (l) made
any expenditures, incurred any Liabilities or discharged or satisfied any Liabilities, in each case, in amounts that exceed $100,000;

 (m) other
than as required by Law or GAAP, taken any action to change accounting policies or procedures;

 (n) initiated
or settled any Legal Proceeding; or

 (o) agreed,
resolved or committed to do any of the actions in Sections 2.8(a) through 2.8(n) .

 2.9 Absence of Undisclosed
Liabilities . As of the date hereof, the Company has no liability, indebtedness, obligation or expense of any kind, whether accrued,
absolute, contingent, matured or unmatured (whether or not required to be reflected in the financial statements in accordance with GAAP)
(each a “ Liability ”), except for: (a) Liabilities disclosed, reflected or reserved against in the Company
Unaudited Interim Balance Sheet, (b) Liabilities that have been incurred by the Company since the date of the Company Unaudited
Interim Balance Sheet in the Ordinary Course of Business not in excess of $50,000, (c) Liabilities for performance of obligations
under Company Contracts in the Ordinary Course of Business (other than those resulting from a breach of such Company Contracts), (d) Liabilities
incurred in connection with the Contemplated Transactions, and (e) Liabilities described in Section 2.9 of the Company Disclosure
Schedule.

 2.10 Title to Assets .
The Company owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all
tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned by it
that are material to the Company or its business, including: (a) all material tangible assets reflected on the Company Unaudited
Interim Balance Sheet, and (b) all other material tangible assets reflected in the books and records of the Company as being owned
by the Company. All of such material tangible assets are owned or, in the case of leased assets, leased by the Company free and clear
of any Encumbrances, other than Permitted Encumbrances.

 2.11 Real Property;
Leasehold . The Company does not own, nor has ever owned, any real property. The Company has made available to Parent (a) an
accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest
as well as any other real estate that is in the possession of, or occupied or leased by, the Company, and (b) copies of all leases
under which any such real property is possessed, occupied or leased (the “ Company Real Estate Leases ”), each
of which is in full force and effect, with no existing material default thereunder by the Company, or to the Knowledge of the Company,
any other party thereto. The Company’s possession, occupancy, lease, use and/or operation of each such leased property and leasehold
interests conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property
and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased property or leasehold
interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances.
The Company has not received any written notice from its landlords or any Governmental Body that: (i) relates to violations of building,
zoning, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any of such leased properties
or leaseholder interests, or (iii) requests the performance of any repairs, alterations or other work, in each case, to such leased
property and leaseholder interests.

 15

 2.12 Intellectual
Property; Privacy .

 (a) Section 2.12(a) of
the Company Disclosure Schedule identifies each item of material Registered IP owned in whole or in part by the Company, including, with
respect to each application and registration: (i) the name of the applicant or registrant and any other co-owner, (ii) the
jurisdiction of application or registration, (iii) the application or registration number, (iv) the date of issue, filing, or registration,
as applicable, and to the extent applicable, the twenty (20) year patent term expiration date. There are no material Trademarks, Copyrights,
Internet domain names, or material proprietary Software. To the Knowledge of the Company, each of the patents and patent applications
included in Section 2.12(a) of the Company Disclosure Schedule properly identifies by name each and every inventor
of the inventions claimed therein as determined in accordance with applicable Laws of the United States. For all patents and patent applications
set forth in Section 2.12(a) of the Company Disclosure Schedule, all necessary registration, maintenance, renewal and other relevant filing
fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been
timely filed with the relevant Patent authorities in the United States or the applicable foreign jurisdiction, as the case may be, for
the purpose of maintaining such patents and patent applications in full force and effect. As of the date of this Agreement, no cancellation,
interference, opposition, reissue, reexamination or other proceeding of any nature (other than office actions or similar communications
issued by any Governmental Body in the ordinary course of prosecution of any pending applications for registration) is pending or, to
the Knowledge of the Company, threatened in writing in which the scope, validity, enforceability or ownership of any Company IP is being
or has been contested or challenged. To the Knowledge of the Company, each item of Company IP is valid and enforceable, and with respect
to the Company’s Registered IP, subsisting. There are no actions that must be taken within ninety (90) days of the Closing,
the failure of which will result in the abandonment, lapse or cancellation of any material Registered IP owned in whole or in part by
the Company, except as disclosed on Section 2.12(a) of the Company Disclosure Schedule. The Company IP shall be available for use by the
Surviving Entity immediately after the Closing Date on identical terms and conditions to those under which the Company owned or used the
Company IP immediately prior to the Closing Date.

 (b) The
Company exclusively owns all right, title and interest in and to all material Company Owned IP (provided, that, with respect to the Registered
IP disclosed in Section 2.12(a) of the Company Disclosure Schedule that is identified as owned jointly by the Company
with one or more co-owners, the Company exclusively owns all right, title and interest in and to its respective undivided ownership interest
therein), free and clear of all Encumbrances other than Permitted Encumbrances. To the Knowledge of the Company, the Company owns or has
a valid, enforceable written license to use all Company IP and all other Intellectual Property Rights used in, material to, or otherwise
necessary for the operation of the Company’s business as currently conducted and as contemplated for the Company’s products
in development, including AT177 for treating ulcerative colitis and Crohn’s disease. Each Company Associate involved in the creation
or development of any material Company Owned IP, pursuant to such Company Associate’s activities on behalf of the Company, has signed
a written agreement containing an assignment of such Company Associate’s rights in such Company Owned IP to the Company, which written
agreement, to the Knowledge of the Company, is valid and enforceable. Each Company Associate who has or has had access to the Company’s
trade secrets or confidential information has signed a written agreement containing confidentiality provisions protecting the Company
Owned IP, trade secrets and confidential information which written agreement, to the Knowledge of the Company, is valid and enforceable.
The Company has taken commercially reasonable steps to protect and preserve the confidentiality of its trade secrets and confidential
information.

 (c) To
the Knowledge of the Company, no funding, facilities or personnel of any Governmental Body or any university, college, research institute
or other educational institution has been used to create or develop any Company Owned IP, such that any such Governmental Body or institution
has any claim to ownership rights or a license to such Company Owned IP or the right to receive royalties for the practice of such Company
Owned IP.

 16

 (d) Section 2.12(d) of
the Company Disclosure Schedule sets forth each Contract pursuant to which the Company (i) is granted any license under, or otherwise
has received or acquired any right (whether or not currently exercisable and including a right to receive a license, a covenant not to
sue and similar rights) or interest in, any material Intellectual Property Right owned by any third party Person (each a “ Company
In-bound License ”) or (ii) grants to any third party Person any license under, or otherwise grants any right (whether
or not currently exercisable and including a right to receive a license, a covenant not to sue and similar rights) or interest in, any
material Company IP (each a “ Company Out-bound License ”) (provided , that, Section 2.12(d) of
the Company Disclosure Schedule may not set forth, and Company In-bound Licenses shall not include Company Standard Inbound Contracts;
and Section 2.12(d) of the Company Disclosure schedule may not set forth, and Company Out-bound Licenses shall not
include Company Standard Outbound Contracts). To the Knowledge of the Company, all Company In-bound Licenses and Company Out-bound Licenses
are in full force and effect and are valid, enforceable and binding obligations of the Company and, to the Knowledge of Company, each
other party to such Company In-bound Licenses or Company Out-bound Licenses. Neither the Company nor, to the Knowledge of the Company,
any other party to any Company In-bound License or Company Out-bound License, is in material breach of such Company In-bound License or
Company Out-bound License. Except as set forth in Section 2.12(d) of the Company Disclosure Schedule, none of the
terms or conditions of any Company In-bound License or any Company Out-bound License obligates the Company or any of its Affiliates to
maintain or prosecute any Intellectual Property Rights should the Company choose to terminate such Intellectual Property Rights.

 (e) To
the Knowledge of the Company: (i) the operation of the business of the Company as currently conducted and contemplated does not infringe,
misappropriate or otherwise violate any Intellectual Property Rights of any other Person and (ii) no other Person is infringing,
misappropriating or otherwise violating any Company IP. No Legal Proceeding is pending (or, to the Knowledge of the Company, is threatened
in writing) (A) against the Company alleging that the operation of the business of the Company infringes or constitutes the misappropriation
or other violation of any Intellectual Property Rights of another Person or (B) by the Company alleging that another Person has infringed,
misappropriated or otherwise violated any of the Company IP. Since January 1, 2023, the Company has not received any written notice
or other written communication alleging that the operation of the business of the Company infringes or constitutes the misappropriation
or other violation of any Intellectual Property Right of another Person.

 (f) None
of the Company Owned IP and, to the Knowledge of the Company, none of the Company Licensed IP is subject to any pending or outstanding
injunction, directive, order, judgment or other disposition of dispute that adversely and materially restricts the use, transfer, registration
or licensing by the Company of any such Company IP.

 (g) No
source code of any Software owned by the Company has been licensed or otherwise provided to another Person other than to consultants and
contractors who are licensed to use the source code solely in connection with performing work on behalf of the Company and who are bound
by confidentiality obligations with respect to such source code (“ Permitted Source Code Sublicensees ”). Neither
the Company has disclosed or delivered to any escrow agent or any other Person (other than Permitted Source Code Sublicensees) any of
the source code of any Software owned by the Company, and no other Person (other than Permitted Source Code Sublicensees) has the right,
contingent or otherwise, to obtain access to or use any such source code. The Company has in its possession, or has all necessary rights
to obtain, all Software source code and all related technical and other information required to enable its appropriately skilled employees
or those of another Person to maintain and support the Software owned by the Company.

 17

 (h) The
Company has not (i) incorporated Open Source Software into, or combined Open Source Software with, any proprietary Software of the
Company (ii) distributed Open Source Software in conjunction with or for use with any proprietary Software of the Company, or (iii) otherwise
used Open Source Software, in each case, in a manner that obligates the Company to disclose, make available, offer or deliver any portion
of the source code of any proprietary Software of the Company to any Person or otherwise affects the Company’s freedom of action
with respect to the use or distribution of any proprietary Software of the Company. All use and distribution of any Open Source Software
by the Company is and has been in compliance in all material respects with all licenses applicable thereto, including all applicable copyright
notice and attribution requirements.

 (i) The
Company has used commercially reasonable efforts designed to prevent the introduction into any Software owned by the Company, and, to
the Knowledge of the Company, such Software does not contain, any “back door,” “drop dead device,” “time
bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software
industry) or any other code designed or intended to have any of the following functions: disrupting or disabling the operation of, or
providing unauthorized access to, a computer system or network or other device on which such code is stored or installed.

 (j) To
the Knowledge of the Company, the Company and the operation of the Company’s business are, and at all times since the Company’s
inception have been, in material compliance with all applicable Privacy and Data Processing Requirements. Except as would not reasonably
be expected to result in liability material to the Company, the Company has at all applicable times provided all notices, and obtained
and maintained all rights, consents, and authorizations, to Process Company Data as Processed by or for the Company. Since the Company’s
inception, there has been (i) no loss or theft of, malfunction of, or security breach relating to, Company Data or the Company’s
information technology systems, (ii) no material violation of any security policy of the Company regarding any such Company Data,
and (iii) no unauthorized access to, or unauthorized, unintended, or improper use, disclosure, or other Processing of any Company
Data. The Company has not provided or been legally required to provide any notices to any Person in connection with an unauthorized access,
use, or disclosure of Company Data. The Company has not been the subject of or received written notice of any complaints, claims or investigations
related to their collection, use, storage or processing of Company Data or alleging any violation of applicable Privacy and Data Processing
Requirements. Since the Company’s inception, the Company has maintained commercially reasonable measures and maintained commercially
reasonable disaster recovery and security plans and procedures to protect the information technology systems used in, material to or necessary
for operation of the Company’s business as currently conducted and Company Data from unauthorized access, use, disclosure or other
unauthorized Processing, and such measures have at all times since the Company’s inception materially complied with applicable Privacy
and Data Processing Requirements.

 (k) The
computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems, owned, leased or licensed
by the Company (collectively, the “ Company Systems ”) perform in all material respects as is necessary for the
conduct of its business as presently conducted by Company. In the twelve (12) months immediately prior to the date of this Agreement,
(i) there have been no material failures, breakdowns or other adverse events materially affecting any such Company Systems that have caused
a material disruption or interruption to the conduct of the business of the Company.

 18

 2.13 Agreements,
Contracts and Commitments .

 (a) Section 2.13(a)
of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date of this Agreement other than any Company
Benefit Plans (each, a “ Company Material Contract ” and collectively, the “ Company Material Contracts ”):

 (i) each
Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

 (ii) each
Company Contract containing (A) any covenant limiting the freedom of the Company or the Surviving Entity to engage in any line of
business or compete with any Person, (B) any most-favored nation or other preferred pricing arrangement in favor of a Person other
than the Company or any similar term by which any Person is or could become entitled to any benefit, right or privilege that must be at
least as favorable to such Person as those offered to any other Person, (C) any exclusivity provision, right of first refusal or
right of first negotiation or similar covenant in favor of a Person other than the Company, or (D) any non-solicitation provision
not entered into in the Ordinary Course of Business;

 (iii) each
Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant
to its express terms and not cancelable without penalty;

 (iv) each
Company Contract relating to the disposition or acquisition of material tangible assets or any ownership interest in any Entity, except
as contemplated hereby;

 (v) each
Company Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or
instruments relating to the borrowing of money or extension of credit or creating any material Encumbrances with respect to any assets
of the Company or any loans or debt obligations with officers or directors of the Company;

 (vi) each
Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $100,000 in the aggregate in the
current calendar year or any future calendar year pursuant to its express terms relating to: (A) any distribution agreement, including
a distribution agreement involving the development or commercialization of any pharmaceutical product (identifying any that contain exclusivity
provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development
activities of the Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other
agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service,
or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property Rights that will not be
owned, in whole or in part, by the Company; or (D) any Contract with any third party providing any services relating to the manufacture
or production of any product, service or technology of the Company or any Contract to sell, distribute or commercialize any products or
service of the Company;

 19

 (vii) each
Company Contract with any financial advisor, broker, finder, investment banker or other similar Person providing financial advisory services
to the Company in connection with the Contemplated Transactions;

 (viii) each
Company Real Estate Lease;

 (ix) each
Company Contract with any Governmental Body;

 (x) each
Company Out-bound License and Company In-bound License, and each Company Contract containing a covenant not to sue or otherwise enforce
any Intellectual Property Rights;

 (xi) each
Company Contract requiring the payment of any royalty, dividend or similar arrangement based on the revenues or profits of the Company;

 (xii) each
Company Contract that is a Labor Agreement;

 (xiii) each
Company Contract, offer letter, employment agreement, or independent contractor agreement with any employee, independent contractor or
other natural person service provider that (A) is not immediately terminable at will by the Company without notice, severance or other
cost or payment, except as required under applicable Law, or (B) provides for retention payments, change of control payments, severance,
accelerated vesting, or any similar payment or benefit that may or will become due as a result of the Merger (either alone or when combined
with the occurrence of any other event or condition);

 (xiv) each
Company Contract providing any option to receive a license or other right, any right of first negotiation, any right of first refusal
or any similar right to any Person related to any material Company IP or material Intellectual Property Right licensed to the Company
under a Company In-bound License;

 (xv) each
Company Contract entered into in settlement of any Legal Proceeding or other dispute; and

 (xvi) any
other Company Contract that is not terminable at will (with no penalty or payment or requirement for prior notice, except as required
by applicable Law) by the Company and (A) which involves payment or receipt by the Company after the date of this Agreement under
any such agreement, Contract or commitment of more than $100,000 in the aggregate, or obligations after the date of this Agreement in
excess of $100,000 in the aggregate, or (B) that is material to the business or operations of the Company taken as a whole.

 (b) The
Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments
thereto. There are no Company Material Contracts that are not in written form. Neither the Company nor, to the Company’s Knowledge,
as of the date of this Agreement any other party to a Company Material Contract, has breached, violated or defaulted under, or received
notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract. As to the Company,
as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject
to the Enforceability Exceptions. No Person has provided notice to the Company requesting to renegotiate, exercise a right of negotiation
or otherwise change, any material amount paid or payable to the Company under any Company Material Contract or any other material term
or provision of any Company Material Contract or not renew, cancel or terminate any Company Material Contract.

 20

 2.14 Compliance;
Permits; Restrictions . The Company holds all required Governmental Authorizations which are material to the operation of the
business of the Company as currently conducted or intended to be conducted (the “ Company Permits ”). Section 2.14
of the Company Disclosure Schedule identifies each Company Permit. Each such Company Permit is valid and in full force and effect, and
the Company is in material compliance with the terms of the Company Permits. No Legal Proceeding is pending or, to the Knowledge of the
Company, threatened, which seeks to revoke, limit, suspend, or materially modify any Company Permit.

 2.15 Legal Proceedings;
Orders .

 (a) Except
as set forth in Section 2.15(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no pending
Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that
involves (A) the Company, (B) any Company Associate (in his or her capacity as such), or (C) any of the material assets
owned or used by the Company, or (ii) that challenges, or that would have the effect of preventing, delaying, making illegal or otherwise
interfering with, the Contemplated Transactions.

 (b) Except
as set forth in Section 2.15(b) of the Company Disclosure Schedule, since the Company’s inception through the date of
this Agreement, no Legal Proceeding has been pending against the Company that resulted in material liability to the Company.

 (c) There
is no order, writ, injunction, judgment or decree to which the Company, or any of the material assets owned or used by the Company, is
subject. To the Knowledge of the Company, no officer or employees of the Company is subject to any order, writ, injunction, judgment or
decree that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business
of the Company or to any material assets owned or used by the Company.

 2.16 Tax Matters .

 (a) Except
as set forth in Section 2.16(a) of the Company Disclosure Schedule, the Company has timely filed all income and other material Tax Returns
that were required to be filed by or with respect to it under applicable Law. All such Tax Returns are correct and complete in all material
respects and have been prepared in compliance in all material respects with all applicable Law. No written, or, to the Knowledge of the
Company, verbal claim has ever been made by any Governmental Body in any jurisdiction where the Company does not file a particular Tax
Return or pay a particular Tax that the Company is subject to taxation by that jurisdiction.

 (b) All
income and other material Taxes due and owing by the Company on or before the date hereof (whether or not shown on any Tax Return) have
been fully and timely paid. The unpaid Taxes of the Company did not, as of the date of the Company Unaudited Interim Balance Sheet, materially
exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book
and Tax items) set forth on the face of the Company Unaudited Interim Balance Sheet. Since the date of the Company Unaudited Interim Balance
Sheet, the Company has not incurred any material Liability for Taxes outside the Ordinary Course of Business.

 21

 (c) All
Taxes that the Company is or was required by Law to withhold or collect have been duly and timely withheld or collected in all material
respects on behalf of its respective employees, independent contractors, stockholders, lenders, customers or other third parties and have
been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose.

 (d) There
are no Encumbrances for Taxes (other than Encumbrances described in clause (a) of the definition of Permitted Encumbrances) upon any of
the assets of the Company.

 (e) No
deficiencies for a material amount of Taxes with respect to the Company have been claimed, proposed or assessed by any Governmental Body
in writing, that have not been fully resolved. There are no pending or ongoing and, to the Knowledge of the Company, no threatened audits,
assessments or other actions for or relating to any liability in respect of a material amount of Taxes of the Company. Neither the Company
nor any of its predecessors has waived any statute of limitations or agreed to any extension of time with respect to any income or other
material Tax assessment or deficiency.

 (f) The
Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

 (g) The
Company is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or similar agreement or arrangement,
other than customary commercial Contracts entered into in the Ordinary Course of Business the principal subject matter of which is not
Taxes.

 (h) The
Company (and Parent as a result of the Merger) will not be required to include any item of income in, or exclude any item of deduction
from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method
of accounting for Tax purposes for a Tax period ending on or prior to the Closing Date; (ii) use of an improper method of accounting
for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121
of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iv) intercompany
transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of
state, local or foreign Law); (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid
amount, advance payment or deferred revenue received or accrued on or prior to the Closing Date; (vii) application of Section 367(d) of
the Code to any transfer of intangible property on or prior to the Closing Date; or (viii) application of Sections 951 or 951A of the
Code (or any similar provision of state, local or foreign Law) to any income received or accrued on or prior to the Closing Date.

 (i) The
Company has not ever been: (i) a member of a consolidated, combined or unitary Tax group (other than such a group the common parent
of which is the Company), or (ii) a party to any joint venture, partnership, or other arrangement that is treated as a partnership
for U.S. federal income Tax purposes. The Company has no Liability for any material Taxes of any Person (other than the Company) under
Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by
Contract (other than a Contract entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes) or
otherwise by operation of Law.

 22

 (j) The
Company has not ever distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported
or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code (or any similar provisions
of state, local or foreign Law).

 (k) The
Company has not had a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise had an office or fixed place
of business in a country other than the country in which it is organized.

 (l) The
Company has not participated in or been a party to a transaction that constitutes a “listed transaction” within the meaning
of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).

 (m) Section 2.16(m)
of the Company Disclosure Schedule sets forth the entity classification of the Company for U.S. federal, and applicable state and local,
income Tax purposes. The Company has not made an election or taken any other action to change its federal, state, and local income Tax
classification from such classification.

 (n) The
Company has not taken any action or have Knowledge of any fact that would reasonably be expected to prevent the Merger from qualifying
as a reorganization under Section 368(a) of the Code.

 For purposes of this Section 2.16 ,
each reference to the Company shall be deemed to include any Person that was liquidated into, merged with, or is otherwise a predecessor
to, the Company.

 2.17 Employee and
Labor Matters; Benefit Plans .

 (a) Section 2.17(a)
of the Company Disclosure Schedule is a list of all material Company Benefit Plans, other than at-will employment offer letters on
the Company’s standard form and other than individual compensatory equity award agreements made pursuant to the
Company’s standard forms and disclosed to the Parent, in which case only representative standard forms of such agreements
shall be scheduled. “ Company Benefit Plan ” means each: (i) “employee benefit plan” as defined in
Section 3(3) of ERISA, and (ii) other pension, retirement, deferred compensation, excess benefit, profit-sharing, bonus,
incentive, equity or equity-based, phantom equity, employment, severance, change-of-control, retention, health, life, disability,
group insurance, paid time off, holiday, welfare and fringe benefit plan, program, agreement, Contract, or arrangement (whether
written or unwritten, qualified or nonqualified, funded or unfunded, fully-insured or self-insured, subject or not subject to ERISA
and including any that have been frozen), in each case, sponsored, maintained, administered, contributed to, or required to be
contributed to, by the Company for the benefit of any current or former employee, director, officer or independent contractor of the
Company (or beneficiary thereof) or under which the Company has any actual or contingent liability (including, without limitation,
by reason of having a Company ERISA Affiliate).

 (b) As
applicable with respect to each material Company Benefit Plan, the Company has made available to Parent, true and complete copies of:
(i) each material Company Benefit Plan, including all amendments thereto, and in the case of an unwritten material Company Benefit
Plan, a written description thereof, (ii) all current trust documents, administrative services agreements and insurance Contracts
relating thereto, (iii) the current summary plan description and each summary of material modifications thereto, (iv) the most
recently filed annual reports with any Governmental Body ( e.g. , Form 5500 and all schedules thereto), (v) the
most recent IRS determination, opinion or advisory letter, (vi) the most recent summary annual reports, coverage and nondiscrimination
testing reports, actuarial reports and financial statements, and (vii) all notices and filings from the IRS or Department of Labor
or other Governmental Body concerning audits or investigations, or “prohibited transactions” within the meaning of Section 406
of ERISA or Section 4975 of the Code.

 23

 (c) Each
Company Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms and the applicable
provisions of ERISA, the Code and all other Laws.

 (d) The
Company Benefit Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA and which
are intended to meet the qualification requirements of Section 401(a) of the Code have received determination or opinion letters
from the IRS on which they may currently rely to the effect that such plans are qualified under Section 401(a) of the Code and nothing
has occurred that would reasonably be expected to adversely affect the qualification of such Company Benefit Plan or the tax exempt status
of the related trust.

 (e) Neither
the Company nor any Company ERISA Affiliate maintains or has at any time in the last six years, maintained, contributed to, been required
to contribute to, or had any actual or contingent liability with respect to, (i) any “employee pension benefit plan”
(within the meaning of Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 of the
Code, (ii) any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (iii) any “multiple
employer plan” (within the meaning of Section 413 of the Code), or (iv) any “multiple employer welfare arrangement”
(within the meaning of Section 3(40) of ERISA).

 (f) There
are no pending audits or investigations by any Governmental Body involving any Company Benefit Plan, and no pending or, to the Knowledge
of the Company, threatened claims (except for routine individual claims for benefits payable in the normal operation of the Company Benefit
Plans), suits or proceedings involving any Company Benefit Plan, or, to the Knowledge of the Company, any fiduciary thereof or service
provider thereto, in any case except as would not be reasonably expected to result in material liability to the Company. All contributions
and premium payments required to have been made under any of the Company Benefit Plans or by applicable Law (without regard to any waivers
granted under Section 412 of the Code), have been timely made or properly accrued and the Company has no material liability for any
unpaid contributions with respect to any Company Benefit Plan. Neither the Company, nor any Company Benefit Plan, has any material liability
for, nor is reasonably expected have any material liability for, any excise tax or penalty under ERISA or the Code.

 (g) None
of the Company, any Company ERISA Affiliate or, to the Knowledge of the Company, any fiduciary, trustee or administrator of any Company
Benefit Plan, has engaged in, or in connection with the Contemplated Transactions will engage in, any transaction with respect to any
Company Benefit Plan which would subject any such Company Benefit Plan, the Company, or Parent to a material Tax, material penalty or
material liability for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code.

 (h) No
Company Benefit Plan provides death, medical, dental, vision, life insurance, disability or other welfare benefits beyond termination
of service or retirement other than coverage mandated by Law The Company is not an “applicable large employer” as defined
in Section 54.4980H-1(a)(4) of the Treasury Regulations.

 (i) Each
Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code to
which the Company is a party has been administered and operated in documentary and operational compliance with the provisions of Section
409A of the Code and the Treasury Regulations thereunder, and no additional tax under Section 409A(a)(1)(B) of the Code has been or could
reasonably be expected to be incurred by a participant in any such Company Benefit Plan.

 24

 (j) Except
as set forth in Section 2.17(j) of the Company Disclosure Schedule, neither the execution of this Agreement, nor the performance of the
Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation, a termination
of employment), will: (i) result in any payment becoming due to any current or former employee, director, officer, or independent
contractor of the Company thereof, pursuant to any Company Benefit Plan, (ii) increase any amount of compensation or benefits otherwise
payable under any Company Benefit Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits
under any Company Benefit Plan, (iv) require any contribution or payment to fund any obligation under any Company Benefit Plan, or
(v) limit the right to merge, amend or terminate any Company Benefit Plan.

 (k) Except
as set forth in Section 2.17(j) of the Company Disclosure Schedule, neither the execution of this Agreement, nor the consummation
of the Contemplated Transactions (either alone or when combined with the occurrence of any other event, including without limitation,
a termination of employment) will result in the receipt or retention by any person who is a “disqualified individual” (within
the meaning of Code Section 280G) with respect to the Company of any payment or benefit that is or could be characterized as a “parachute
payment” (within the meaning of Code Section 280G), determined without regard to the application of Code Section 280G(b)(5).

 (l) No
current or former employee, officer, director or independent contractor of the Company has any “gross up” agreements with
the Company or other assurance of reimbursement by the Company for any Taxes imposed under Code Section 409A or Code Section 4999.

 (m) Except
as set forth in Section 2.17(m) of the Company Disclosure Schedule, the Company does not maintain any Company Benefit Plan for the benefit
of any service providers located outside of the United States. Each Company Benefit Plan maintained for the benefit of service providers
located outside of the United States (each, a “ Company Foreign Plan ”) has obtained from the Governmental Body
having jurisdiction with respect to such plan any required determinations that such plan is in compliance with the Laws of any such Governmental
Body and each Company Foreign Plan required to be registered or intended to meet certain requirements for favorable tax treatment has
been timely and properly registered.

 (n) Except
as set forth in Section 2.17(n) of the Parent Disclosure Schedule, no Company Foreign Plan is a “defined benefit plan” (as
defined in Section 3(35) of ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity
or similar plan or arrangement or has any unfunded or underfunded liabilities. The assets of each of the Company Foreign Plans that is
similar to an employee pension benefit plan (as defined in Section 3(2) of ERISA (whether or not subject to ERISA)) or that otherwise
provides retirement, medical or life insurance benefits following retirement or other termination of service or employment are at least
equal to the liabilities of such plans.

 (o) The
Company has provided to Parent a true and correct list, as of the date of this Agreement, containing the names (and/or their entity, if
applicable to any independent contractors) of all current full-time, part-time or temporary employees, including any employee on leave
of absence, short term disability, long term disability or layoff status, and independent contractors (and indication as such), and, as
applicable: (i) employing entity, (ii) work location (city and state), (iii) the annual dollar amount of all cash compensation in
the form of wages, salary, fees, commissions, bonus, or director’s fees payable to each person, including any paid time off (including
sick, personal, and vacation leave) that is accrued but unused, (iv) dates of employment or service, (v) job title and, with
respect to independent contractors, a current written description of such person’s contracting services, including engagement date
and anticipated termination date, as well as an indication of whether any employees of the Company perform any similar services, (vi)
full-time or part-time status, (vii) visa status, if applicable, (viii) copies, if any, of any written agreements with the independent
contractors, and (ix) with respect to employees, (A) a designation of whether they are classified as exempt or non-exempt for
purposes of the Fair Labor Standards Act, as amended (“ FLSA ”) and any similar state or federal law, (B) whether
such an employee is on leave and, if so, the expected return date, and (C) employment authorization status and whether their I-9 documentation
is on file.

 25

 (p) The
Company is not and has never been a party to, bound by, or has a duty to bargain under any Labor Agreement, and, there is not and has
never been, nor, to the Knowledge of the Company, is there or has there ever been since December 31, 2024 any threat of, any strike, slowdown,
work stoppage, lockout, picketing, hand billing, material grievance, unfair labor practice charge, union election petition, demand for
recognition, or any similar activity or dispute or any union organizing activity, affecting the Company.

 (q) The
Company is, and since December 31, 2024, has been, in material compliance with all applicable Laws respecting labor, employment, employment
practices, and terms and conditions of employment, including document retention, worker classification (including the distinction of exempt
versus non-exempt), contractor classification, discrimination, harassment and retaliation, equal employment opportunities (including compliance
with any affirmative action plan obligations), fair employment practices, meal and rest periods, immigration (including the completion
of Forms I-9 for all employees and the proper confirmation of employees visas), employee safety and health, payment of wages (including
overtime wages), pay equity, unemployment insurance and workers’ compensation, plant closures and layoffs (including the WARN Act
or any similar Laws), labor relations, employee leave issues, child labor, accommodations, disability rights or benefits, leaves of absence,
and hours of work. Except as would not be reasonably likely to result in a material liability to the Company, with respect to employees
of the Company, the Company, since the Company’s inception, has withheld and reported all amounts required by Law to be withheld
and reported with respect to wages, salaries and other payments, benefits, or compensation to employees. There is no material Legal Proceeding
pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company relating to any current or former
employee, applicant for employment, or consultant of the Company.

 (r) Since
December 31, 2024, the Company has complied in all material respects with the WARN Act and no action that could trigger the WARN Act will
be implemented before the Closing Date.

 2.18 Environmental
Matters . The Company is and since December 31, 2024 has complied with all applicable Environmental Laws, which compliance includes
the possession by the Company of all permits and other Governmental Authorizations required under applicable Environmental Laws and compliance
with the terms and conditions thereof, except for any failure to be in such compliance that, either individually or in the aggregate,
would not reasonably be expected to be material to the Company or its business. The Company has not received since December 31, 2024
(or prior to that time, which is pending and unresolved) any written notice or other communication (in writing or otherwise), whether
from a Governmental Body or other Person, that alleges that the Company is not in compliance with or has liability pursuant to any Environmental
Law and, to the Knowledge of the Company, there are no circumstances that would reasonably be expected to prevent or interfere with the
Company’s compliance in any material respects with any Environmental Law, except where such failure to comply would not reasonably
be expected to be material to the Company or its business. No current or (during the time a prior property was leased or controlled by
the Company) prior property leased or controlled by the Company has had a release of or exposure to Hazardous Materials in material violation
of or as would reasonably be expected to result in any material liability of the Company pursuant to Environmental Law. No consent, approval
or Governmental Authorization of or registration or filing with any Governmental Body is required by Environmental Laws in connection
with the execution and delivery of this Agreement or consummation of the Contemplated Transactions by the Company. Prior to the date
hereof, the Company has provided or otherwise made available to Parent true and correct copies of all material environmental reports,
assessments, studies and audits in the possession or control of the Company with respect to any property leased or controlled by the
Company or any business operated by it.

 2.19 Insurance .
The Company has delivered or made available to Parent accurate and complete copies of all material insurance policies and all material
self-insurance programs and arrangements relating to the business, assets, liabilities and operations of the Company. Each of such insurance
policies is in full force and effect and the Company is in compliance in all material respects with the terms thereof. Other than customary
end of policy notifications from insurance carriers, since the Company’s inception, the Company has not received any notice or
other communication regarding any actual or possible: (a) cancellation or invalidation of any insurance policy, or (b) refusal
or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy. The Company has provided
timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding that is currently pending against the Company
for which the Company has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect
to any such Legal Proceeding, or informed the Company of its intent to do so.

 26

 2.20 No Financial
Advisors . Except as set forth in Section 2.20 of the Company Disclosure Schedule, no broker, finder or investment
banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in
connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company.

 2.21 Transactions
with Affiliates .

 (a) Section 2.21(a)
of the Company Disclosure Schedule describes any material transactions or relationships, since the Company’s inception, between,
on one hand, the Company and, on the other hand, any: (i) officer or director of the Company or, to the Knowledge of the Company,
any of such officer’s or director’s immediate family members, (ii) owner of more than five percent of the voting power
of the outstanding Company Capital Stock, or (iii) to the Knowledge of the Company, any “related person” (within the
meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company) in the
case of each of (i), (ii) or (iii) that is of the type that would be required to be disclosed under Item 404 of Regulation S-K
under the Securities Act.

 (b) Section 2.21(b)
of the Company Disclosure Schedule lists each stockholders agreement, voting agreement, registration rights agreement, co-sale agreement
or other similar Contract between the Company and any holders of Company Capital Stock, including any such Contract granting any Person
investor rights, rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights (collectively,
the “ Investor Agreements ”).

 2.22 Export Controls
and Sanctions Compliance Issues . The Company has conducted its business in compliance with U.S. export and re-export controls,
sanctions, and anti-boycott laws and regulations, including the Export Administration Act and Regulations, the Foreign Assets Control
Regulations, the International Traffic in Arms Regulations, other controls administered by the United States Department of Commerce or
the United States Department of State, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“ OFAC ”), and all other applicable import/export controls and sanctions laws and regulations in other countries
in which the Company conducts business (collectively, “ Trade Laws ”). The Company has not engaged in any direct
or indirect transactions or dealings with (a) any country or territory that is, or has been, subject to a U.S. Government embargo (including,
Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic)
(collectively, the “ Embargoed Countries ”); (b) any instrumentality, agent, entity, or individual that is located
in, or acting on behalf of, or directly or indirectly owned or controlled by any Governmental Body of, any Embargoed Country; and (c)
any individual or entity identified on, or 50% or more owned (individually or in the aggregate) or otherwise controlled by persons identified
on, any list of designated and prohibited parties maintained by the U.S. Government, the United Kingdom, or the European Union, including,
but not limited to, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, or the Sectoral
Sanctions Identifications List, which are maintained by OFAC, or the Entity List, Denied Persons List, or Unverified List, which are
maintained by the Bureau of Industry and Security of the U.S. Commerce Department (a “ Sanctioned Party ”). The
Company is not, nor has it ever been, the subject of any investigation, prosecution, inquiry, or enforcement action by any Governmental
Body with respect to potential violations of Trade Laws.

 2.23 Anti-Bribery .
Neither the Company nor any of its directors, officers, employees or, to the Company’s Knowledge, agents or any other Person acting
on their behalf (in each in their respective capacities as such) has directly or indirectly paid, provided, offered, made or authorized
the provision of any bribes, improper rebates, payoffs, influence payments, kickbacks, illegal payments, illegal political contributions,
or other payments, or anything of value, in the form of cash, gifts, or otherwise, or taken any other action, in violation of the Foreign
Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010 or any other anti-bribery or anti-corruption Law (collectively,
the “ Anti-Bribery Laws ”). The Company is not, nor has ever been, the subject of any investigation, prosecution
or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.

 27

 2.24 Disclaimer
of Other Representations or Warranties .

 (a) Except
as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Subs pursuant
to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any
of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed.

 (b) The
Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Subs set forth in Section 3
or in any certificate delivered by Parent and/or Merger Subs to the Company pursuant to this Agreement, neither the Company nor any of
its Representatives is relying on any other representation or warranty of Parent, Merger Subs or any other Person made outside of Section 3
or such certificate, including regarding the accuracy or completeness of any such other representations or warranties or the omission
of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

 SECTION 3.	REPRESENTATIONS
AND WARRANTIES OF PARENT AND MERGER SUBS

 Subject to Section 8.13(h) ,
except (a) as set forth in the correspondingly numbered Section of the disclosure schedule delivered by Parent to the Company (the
“ Parent Disclosure Schedule ”), or (b) as disclosed in the Parent SEC Documents filed with the SEC and publicly
available on the SEC’s Electronic Data Gathering Analysis and Retrieval system and that is reasonably apparent on the face of such
disclosure to be applicable to the representation and warranty set forth herein (but (i) without giving effect to any amendment thereof
filed with, or furnished to the SEC on or after the date hereof, and (ii) excluding any disclosures contained under the heading “Risk
Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section
to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), Parent and Merger Subs represent
and warrant to the Company as of the date hereof (or in the case or representations and warranties that speak as of a speak as of a specified
date, such specified date) as follows:

 3.1 Due Organization;
Subsidiaries .

 (a) Parent
is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and each of First Merger
Sub and Se…

EX-3.1 · CERTIFICATE OF DESIGNATION OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK, D

EX-3.1
 3
 ea029444801ex3-1.htm
 CERTIFICATE OF DESIGNATION OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK, DATED JUNE 11, 2026

 Exhibit 3.1

 Execution Version

 ADIAL PHARMACEUTICALS, INC.

 CERTIFICATE OF DESIGNATION OF PREFERENCES,

 RIGHTS AND LIMITATIONS

 OF

 SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK

 Pursuant to Section 151 of the

 General Corporation Law of the State of Delaware

 THE UNDERSIGNED DOES HEREBY
CERTIFY, on behalf of Adial Pharmaceuticals, Inc., a Delaware corporation (the “ Corporation ”), that the following
resolution was duly adopted by the Board of Directors of the Corporation (the “ Board of Directors ”), in accordance
with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “ DGCL ”), at
a meeting duly called and held on June 11, 2026, which resolution provides for the creation of a series of the Corporation’s Preferred
Stock, par value $0.001 per share, which is designated as “Series A Non-Voting Convertible Preferred Stock,” with the preferences,
rights and limitations set forth therein relating to dividends, conversion, redemption, dissolution and distribution of assets of the
Corporation.

 WHEREAS : the Certificate
of Incorporation of the Corporation, as amended (the “ Certificate of Incorporation ”), provides for a class of
its authorized stock known as Preferred Stock, consisting of 5,000,000 shares, $0.001 par value per share (the “ Preferred
Stock ”), issuable from time to time in one or more series.

 RESOLVED : that, pursuant
to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a new series of Preferred Stock of the Corporation
be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the issuance of up to 13,000 shares
of “Series A Non-Voting Convertible Preferred Stock” pursuant to the terms of the Agreement and Plan of Merger, dated as of
the date hereof, by and among the Corporation, Adial Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Corporation,
Adial Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Corporation, and Azora Therapeutics,
Inc., a Delaware corporation (the “ Merger Agreement ”), and (iii) the Board of Directors hereby fixes the designations,
powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions
thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable
to the Preferred Stock of all classes and series, as follows:

 TERMS OF SERIES
A NON-VOTING CONVERTIBLE PREFERRED STOCK

 1. Definitions .
For the purposes hereof, the following terms shall have the following meanings:

 “ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act of 1933, as amended.

 “ Business Day ”
means any day other than a Saturday, Sunday or other day on which banks in Delaware or New York are authorized or obligated by law to
be closed.

 “ Buy-In ”
shall have the meaning set forth in Section 6.6.4 .

 “ Closing Sale
Price ” means, for any security as of any date, the last closing trade price for such security immediately prior to 4:00 p.m.,
New York City time, on the principal Trading Market where such security is listed or traded, as reported by Bloomberg, L.P. (or an
equivalent, reliable reporting service), or if the foregoing do not apply, the last trade price of such security in the over-the-counter
market on the electronic bulletin board for such security as reported by Bloomberg, L.P., or, if no last trade price is reported for such
security by Bloomberg, L.P., the average of the bid prices of any market makers for such security as reported on the OTC Pink Market by
OTC Markets Group, Inc. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market value as determined in good faith by the Board of Directors
of the Corporation utilizing an independent, nationally recognized valuation firm or investment bank (the “Independent Valuator”)
mutually acceptable to the Corporation and the Holders of a majority of the then-outstanding Series A Non-Voting Preferred Stock (the
“Required Holders”) If the Corporation and the Required Holders are unable to agree on an Independent Valuator within five
(5) Business Days, the Independent Valuator shall be selected pursuant to the commercial arbitration rules of the American Arbitration
Association (or such other nationally recognized arbitration body as the Corporation and the Required Holders may agree in writing), with
the selection to be completed within ten (10) Business Days of the expiration of such initial five (5) Business Day period. The fees and
expenses of the Independent Valuator shall be borne by the Corporation.

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

 “ Common Stock ”
means the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into which such
securities may hereafter be reclassified or changed.

 “ Conversion Shares ”
means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series A Non-Voting Preferred Stock
in accordance with the terms hereof.

 “ Exchange Act ”
means the Securities Exchange Act of 1934, as amended.

 “ Holder ”
means a holder of shares of Series A Non-Voting Preferred Stock.

 “ Initial Closing ”
has the meaning set forth in the Purchase Agreement.

 “ Lead Investor ”
has the meaning set forth in the Purchase Agreement.

 “ Lock-Up Period ”
means, with respect to any shares of Series A Non-Voting Preferred Stock, the applicable period during which such shares are subject to
the transfer restrictions set forth in Section 10 .

 “ Milestone Event
Notice ” has the meaning set forth in the Purchase Agreement.

 “ Nasdaq ”
means the Nasdaq Stock Market, including the Nasdaq Capital Market or such other Nasdaq market on which shares of Common Stock are then
listed.

 “ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 “ Purchase Agreement ”
means the Securities Purchase Agreement, dated on or about the date hereof, by and among the Corporation and the investor parties thereto.

 “ Trading Day ”
means a day on which the principal Trading Market is open for business.

 2

 “ Trading Market ”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange
(or any successors to any of the foregoing).

 2. Designation,
Amount and Par Value . The series of Preferred Stock shall be designated as the Corporation’s Series A Non-Voting Convertible
Preferred Stock (the “ Series A Non-Voting Preferred Stock ”) and the number of shares so designated shall be
13,000. Each share of Series A Non-Voting Preferred Stock shall have a par value of $0.001 per share.

 3. Dividends .
Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of the Series A Non-Voting Preferred Stock (on
an as-if-converted-to-Common-Stock basis, without regard to the Beneficial Ownership Limitation (as defined below)) equal to
and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of
Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of
Common Stock) are paid on shares of the Common Stock. Other than as set forth in the previous sentence, no other dividends shall be paid
on shares of Series A Non-Voting Preferred Stock, and the Corporation shall pay no dividends (other than dividends payable in the form
of Common Stock) on shares of the Common Stock unless it simultaneously complies with the previous sentence.

 4. Voting
Rights .

 4.1 Except
as otherwise provided herein or as otherwise required by the DGCL, the Series A Non-Voting Preferred Stock shall have no voting rights.
However, as long as any shares of Series A Non-Voting Preferred Stock are outstanding, the Corporation shall not, without the affirmative
vote or written waiver of the holders of a majority of the then outstanding shares of the Series A Non-Voting Preferred Stock: (i) alter
or change adversely the powers, preferences or rights given to the Series A Non-Voting Preferred Stock or alter or amend this Certificate
of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “ Certificate
of Designation ”), amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or Amended
and Restated Bylaws of the Corporation, or file any certificate of amendment, certificate of designations, preferences, limitations and
relative rights of any series of Preferred Stock, in each case, if such action would adversely alter or change the preferences, rights,
privileges or powers of, or restrictions provided for the benefit of the Series A Non-Voting Preferred Stock, regardless of whether any
of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization,
reclassification, conversion or otherwise, it being agreed that an amendment to the Certificate of Incorporation to increase the authorized
number of shares of Common Stock or to effect a reverse stock split or to effect the transactions contemplated by the Merger Agreement
shall not be deemed to adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit
of the Series A Non-Voting Preferred Stock; (ii) issue further shares of Series A Non-Voting Preferred Stock or increase or decrease
the number of authorized shares of Series A Non-Voting Preferred Stock; (iii) prior to the Stockholder Approval (as defined below),
consummate either: (A) any Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation
with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share
exchange or scheme of arrangement) with or into another Person in which the stockholders of the Corporation immediately before such transaction
do not hold at least a majority of the capital stock of the Corporation immediately after such transaction or in which the Corporation
issues securities in such transaction that represent or are convertible into securities representing more than a majority of the voting
power of the Corporation immediately before such transaction; (iv) prior to the Stockholder Approval, authorize or issue any class or
series of stock that has powers, preferences or rights that are senior to those of the Series A Non-Voting Preferred Stock; (v) amend,
waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder
Approval or the Automatic Conversion (as defined below); or (vi) enter into any agreement with respect to any of the foregoing. Holders
of shares of Common Stock acquired upon the conversion of shares of Series A Non-Voting Preferred Stock shall be entitled to the same
voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Stockholder
Approval in accordance with Rule 5635 of the listing rules of Nasdaq.

 3

 4.2 Any
vote required or permitted under Section 4.1 may be taken at a meeting of the Holders or through the execution of an action
by written consent in lieu of such meeting or other written waiver by such stockholders, provided that the consent or waiver is executed
by Holders representing a majority of the outstanding shares of Series A Non-Voting Preferred Stock.

 5. Rank;
Liquidation .

 5.1 The
Series A Non-Voting Preferred Stock shall rank on parity with the Common Stock as to distributions of assets upon liquidation, dissolution
or winding up of the Corporation, whether voluntarily or involuntarily.

 5.2 Upon
any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”),
each Holder shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder
of Common Stock would receive if the Series A Non-Voting Preferred Stock were fully converted (disregarding for such purpose any Beneficial
Ownership Limitations) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock, plus
an additional amount equal to any dividends declared on but unpaid to such shares. If, upon any such Liquidation, the assets of the Corporation
shall be insufficient to pay the Holders of shares of the Series A Non-Voting Preferred Stock the amount required under the preceding
sentence, then all remaining assets of the Corporation shall be distributed ratably to the Holders and the holders of Common Stock in
accordance with the respective amounts that would be payable on all such securities if all amounts payable thereon were paid in full.
For the avoidance of any doubt, a Fundamental Transaction shall not be deemed a Liquidation unless the Corporation expressly declares
that such Fundamental Transaction shall be treated as if it were a Liquidation.

 6. Conversion .

 6.1 Automatic
Conversion Upon Stockholder Approval . Effective as of 5:00 p.m. Eastern time on the third (3 rd ) Business Day after the
date that the Corporation obtains the Required Parent Stockholder Vote (as defined in the Merger Agreement) in accordance with Nasdaq
listing rules, as set forth in Section 4.2 of the Merger Agreement (the “ Stockholder Approval ”), each share
of Series A Non-Voting Preferred Stock then outstanding shall automatically convert into a number of shares of Common Stock equal to the
Conversion Ratio (as defined below), subject to the Beneficial Ownership Limitation (if any) (the “ Automatic Conversion ”).
Notwithstanding the foregoing, to the extent any shares of Series A Non-Voting Preferred Stock being converted are subject to a Lock-Up
Period at the time of the Automatic Conversion, the corresponding Conversion Shares shall (i) not be delivered via DWAC Delivery, (ii)
remain in book-entry form at the Corporation’s transfer agent, and (iii) bear restrictive legend(s) as determined by the Corporation
and the Transfer Agent, in each case until the expiration of the applicable Lock-Up Period (or an earlier release pursuant to Section
10 ). The Corporation shall inform each Holder of the occurrence of the Stockholder Approval and the effective date of the Automatic
Conversion within one (1) Business Day of such Stockholder Approval via a Current Report on Form 8-K publicly disclosing
the same. The Corporation shall request from each Holder, no less than 30 days prior to the date of the Automatic Conversion, a written
notice of such Holder’s beneficial ownership of Common Stock (a “ Beneficial Ownership Statement ”). In
determining the application of the Beneficial Ownership Limitations solely with respect to the Automatic Conversion, the Corporation shall
calculate beneficial ownership for each Holder taking into account the beneficial ownership by such Holder of: (x) the number of
shares of Common Stock issuable to such Holder in such Automatic Conversion, plus (y) any additional shares of Common Stock beneficially
owned by such Holder as set forth in such Holder’s Beneficial Ownership Statement and assuming the conversion of all shares of Series
A Non-Voting Preferred Stock held by all other Holders less the aggregate number of shares of Series A Non-Voting Preferred Stock held
by all other Holders that will not convert into shares of Common Stock on account of the application of any Beneficial Ownership Limitations
applicable to any such other Holders. If, following a written request from the Corporation, a Holder does not provide a Beneficial Ownership
Statement within ten (10) days prior to the date of Stockholder Approval, the Corporation shall presume the Holder’s beneficial
ownership of Common Stock (excluding the Conversion Shares) to be zero. The shares of Series A Non-Voting Preferred Stock that are converted
in the Automatic Conversion are referred to as the “ Converted Stock ”. For the avoidance of doubt, any shares
of Series A Non-Voting Preferred Stock that are not automatically converted pursuant to the Automatic Conversion as a result of a Beneficial
Ownership Limitation shall remain outstanding until such shares of Series A Non-Voting Preferred Stock are converted pursuant to Section 6.2 .
The Conversion Shares shall be issued as follows:

 6.1.1 Converted
Stock that is registered in book entry form shall be automatically cancelled upon the Automatic Conversion and converted into the corresponding
Conversion Shares, which shares shall be issued in book entry form and shall be delivered to the Holders within one Business Day of the
effectiveness of the Automatic Conversion without any action on the part of the Holders.

 4

 6.1.2 Converted
Stock that is issued in certificated form shall be deemed converted into the corresponding Conversion Shares on the date of Automatic
Conversion and the Holder’s rights as a holder of such shares of Converted Stock shall cease and terminate on such date, excepting
only the right to receive the Conversion Shares within one (1) Business Day of the effectiveness of the Automatic Conversion. Without
delaying the delivery of the Conversion Shares, the Holder shall as soon as practicable following the effectiveness of the Automatic Conversion,
tender to the Corporation (or its designated agent) the stock certificate(s) (duly endorsed) representing such certificated Converted
Stock.

 6.1.3 Notwithstanding
the cancellation of the Converted Stock upon the Automatic Conversion, Holders of Converted Stock shall continue to have any remedies
provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation to comply with the terms
of this Certificate of Designation. In all cases, the Holder shall retain all of its rights and remedies for the Corporation’s failure
to convert the Converted Stock.

 6.2 Conversion
at Option of Holder . Subject to Section 6.4, Section 6.5, Section 6.6.3 and Section 10 ,
each share of Series A Non-Voting Preferred Stock then outstanding shall be convertible, at any time and from time to time following the
earlier of (i) 5:00 p.m. Eastern time on the third (3rd) Business Day after the date that the Stockholder Approval is obtained by the
Corporation and (ii) solely for purposes of effecting a cash settlement pursuant to Section 6.5.3 , the date that
is six (6) months after the initial issuance date of the Series A Non-Voting Preferred Stock, at the option of the Holder thereof,
into a number of shares of Common Stock equal to the Conversion Ratio, subject to the Beneficial Ownership Limitation (each, an “ Optional
Conversion ”). Notwithstanding anything herein to the contrary, to the extent any shares of Series A Non-Voting Preferred
Stock subject to an Optional Conversion remain subject to a Lock-Up Period at the time of conversion, (A) the corresponding Conversion
Shares shall not be delivered via DWAC Delivery but shall instead remain in book-entry form at the Corporation’s transfer agent,
and (B) such Conversion Shares shall bear the restrictive legend(s) set forth in Section 10 until the expiration of the applicable
Lock-Up Period (or an earlier release pursuant to Section 10 ). For the avoidance of doubt, an Optional Conversion of shares of
Series A Non-Voting Preferred Stock that are subject to a Lock-Up Period shall not, in and of itself, constitute a Transfer for purposes
of Section 10 . Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto
as Annex A (a “ Notice of Conversion ”), duly completed and executed. Provided the Corporation’s
transfer agent is participating in the Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer program,
and provided further that the applicable Conversion Shares are not subject to a Lock-Up Period, the Notice of Conversion may specify,
at the Holder’s election, whether the applicable Conversion Shares shall be credited to the account of the Holder’s prime
broker with DTC through its Deposit Withdrawal Agent Commission system (a “ DWAC Delivery ”). The date on which
an Optional Conversion shall be deemed effective (the “ Conversion Date ”) shall be the Trading Day that the Notice
of Conversion, completed and executed, is sent via email to, and received during regular business hours by, the Corporation. The Holder
shall not be required to physically surrender any stock certificate to the Corporation until the Holder has converted all of the Series
A Non-Voting Preferred Stock represented by such certificate in full without regard to the Beneficial Ownership Limitation, in which
case, the Holder shall surrender its stock certificate to the Corporation for cancellation within three (3) Trading Days of the date
the final Notice of Conversion is delivered to the Corporation. Execution and delivery of a Notice of Conversion shall have the same effect
as cancellation of the original stock certificate and issuance of a new stock certificate evidencing the right to purchase the remaining
number of Conversion Shares, if any. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or
mathematical error.

 6.3 Conversion
Ratio . The “ Conversion Ratio ” for each share of Series A Non-Voting Preferred Stock shall be 1,000 shares
of Common Stock issuable upon the conversion (the “ Conversion ”) of each share of Series A Non-Voting Preferred
Stock (corresponding to a ratio of 1,000:1), subject to adjustment as provided herein.

 5

 6.4 Authorized
Shares Limitation . Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion of any share of
Series A Non-Voting Preferred Stock, including pursuant to Section 6.1 , and a Holder shall not have the right to convert any
portion of the Series A Non-Voting Preferred Stock pursuant to Section 6.2 , to the extent that, after giving effect to such
attempted Automatic Conversion or conversion set forth on an applicable Notice of Optional Conversion with respect to the Series A Non-Voting
Preferred Stock, as applicable, such conversion would result in the number of shares of Common Stock outstanding immediately after such
conversion to exceed the number of shares of Common Stock authorized for issuance under the Corporation’s Certificate of Incorporation
(the “ Authorized Share Cap ”). If at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding shares of the Series A Non-Voting Preferred Stock (an “ Authorized
Share Failure ”), the Corporation shall use its reasonable best efforts to take such corporate action as may be necessary
to amend its Certificate of Incorporation to increase the Authorized Share Cap by a sufficient amount to permit the conversion of all
shares of Series A Non-Voting Preferred Stock into Conversion Shares, including, without limitation, engaging in best efforts to obtain
the requisite stockholder approval of any necessary amendment to the Corporation’s Certificate of Incorporation to effect such increase.

 6.5 Beneficial
Ownership Limitation . Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion of any share
of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion
of the Series A Non-Voting Preferred Stock pursuant to Section 6.2 , to the extent that, after giving effect to such attempted
conversion set forth on an applicable Notice of Conversion with respect to the Series A Non-Voting Preferred Stock, such Holder (or any
of such Holder’s Affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder
for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable rules and regulations of the Commission,
including any “group” of which the Holder is a member (the foregoing, “ Attribution Parties ”)) would
beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number
of shares of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or Automatic
Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which are issuable upon (i) conversion of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such
Holder or any of its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject
to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 6.5 ,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations
of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such
terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act
and the applicable rules and regulations of the Commission. For purposes of this Section 6.5 , in determining the number
of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent
of the following: (a) the Corporation’s most recent periodic or annual filing with the Commission, as the case may be, (b) a
more recent public announcement by the Corporation that is filed with the Commission, or (c) a more recent notice by the Corporation
or the Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the
written request of a Holder (which may be by email), the Corporation shall, within two (2) Trading Days thereof, confirm in writing
to such Holder (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Corporation,
including shares of Series A Non-Voting Preferred Stock, by such Holder or its Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was last publicly reported or confirmed to the Holder. The “ Beneficial Ownership Limitation ”
shall initially be set at 4.99%, subject to adjustment at the discretion of each Holder to a percentage designated by such Holder between
4.99% and 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock pursuant to the Automatic Conversion or such Notice of Conversion (as applicable), to the extent permitted pursuant to this Section 6.5 .
The Corporation shall be entitled to rely on representations made to it by the Holder in any Notice of Conversion regarding its Beneficial
Ownership Limitation. Notwithstanding the foregoing, by written notice to the Corporation (email being sufficient), (1) which will not
be effective until the sixty-first (61st) day after such written notice is delivered to the Corporation, the Holder may reset the Beneficial
Ownership Limitation percentage to a higher percentage, not to exceed 19.99%, to the extent then applicable, and (2) which will be
effective immediately after such notice is delivered to the Corporation, the Holder may reset the Beneficial Ownership Limitation percentage
to a lower percentage than was in effect for such Holder prior to such written notice. Upon such a change by a Holder of the Beneficial
Ownership Limitation, not to exceed 19.99%, the Beneficial Ownership Limitation may not be further amended by such Holder without first
providing the minimum notice required by this Section 6.5 . Notwithstanding the foregoing, at any time following the approval
by Nasdaq of the Nasdaq Listing Application (as defined in the Merger Agreement) and receipt of Stockholder Approval, the Holder may waive
and/or change the Beneficial Ownership Limitation, which will be effective on the sixty-first (61st) day after written notice of such
waiver and/or change is delivered to the Corporation. The provisions of this Section 6.5 shall be construed, corrected
and implemented in a manner so as to effectuate the intended Beneficial Ownership Limitation herein contained and the shares of Common
Stock underlying the Series A Non-Voting Preferred Stock in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act
.

 6

 6.6 Mechanics
of Conversion .

 6.6.1 Delivery
of Certificate or Electronic Issuance . Upon Conversion not later than two (2) Trading Days after the applicable Conversion Date,
or if the Holder requests the issuance of physical certificate(s), two (2) Trading Days after receipt by the Corporation of the original
certificate(s) representing such shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice
of Conversion (the “ Share Delivery Date ”), the Corporation shall either: (a) deliver, or cause to be delivered,
to the converting Holder a physical certificate or certificates representing the number of Conversion Shares being acquired upon the conversion
of shares of Series A Non-Voting Preferred Stock, or (b) in the case of a DWAC Delivery (if so requested by the Holder and if the
applicable Conversion Shares are not then subject to a Lock-Up Period), electronically transfer such Conversion Shares by crediting the
account of the Holder’s prime broker with DTC through its DWAC system. Notwithstanding the foregoing, if any Conversion Shares are
subject to a Lock-Up Period at the time of conversion, such shares shall be issued in book-entry form and held at the Corporation’s
transfer agent bearing the restrictive legend(s) described in Section 10 until the expiration of the applicable Lock-Up Period.
If in the case of any Notice of Conversion such certificate or certificates for the Conversion Shares are not delivered to or as directed
by or, in the case of a DWAC Delivery, such shares are not electronically delivered to or as directed by, the applicable Holder by the
Share Delivery Date, the applicable Holder shall be entitled to elect to rescind such Notice of Conversion by written notice to the Corporation
at any time on or before its receipt of such certificate or certificates for Conversion Shares or electronic receipt of such shares, as
applicable, in which event the Corporation shall promptly return to such Holder any original Series A Non-Voting Preferred Stock certificate
delivered to the Corporation and such Holder shall promptly return to the Corporation any Common Stock certificates or otherwise direct
the return of any shares of Common Stock delivered to the Holder through the DWAC system, representing the shares of Series A Non-Voting
Preferred Stock unsuccessfully tendered for conversion to the Corporation.

 6.6.2 Obligation
Absolute . Subject to Section 6.4 and Section 6.5 and subject to Holder’s right to rescind a Notice
of Conversion pursuant to Section 6.6.1 , the Corporation’s obligation to issue and deliver the Conversion Shares
upon conversion of Series A Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of
any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation
of law by such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the
Corporation to such Holder in connection with the issuance of such Conversion Shares. Subject to Section 6.4 and
Section 6.5 and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.6.1 , in the event
a Holder shall elect to convert any or all of its Series A Non-Voting Preferred Stock, the Corporation may not refuse conversion based
on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement
or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part
of the Series A Non-Voting Preferred Stock of such Holder shall have been sought and obtained by the Corporation, and the Corporation
posts a surety bond for the benefit of such Holder in the amount of 150% of the value of the Conversion Shares into which would be converted
the Series A Non-Voting Preferred Stock which is subject to such injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment.
In the absence of such injunction, the Corporation shall, subject to Section 6.4 and Section 6.5 and subject
to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.6.1 , issue Conversion Shares upon a properly
noticed conversion.

 7

 6.6.3 Cash
Settlement . If, at any time after the earlier of (i) Stockholder Approval or (ii) six (6) months after the initial issuance
of the Series A Non-Voting Preferred Stock, the Corporation fails to deliver to a Holder such certificate or certificates, or electronically
deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 6.6.1 on
or prior to the first (1 st ) Trading Day after the Share Delivery Date applicable to such conversion (other than a failure caused
by (a) materially incorrect or incomplete information provided by Holder to the Corporation or (b) the application of the Beneficial
Ownership Limitation after Stockholder Approval (but, prior to the Stockholder Approval, disregarding for such purpose any Beneficial
Ownership Limitation)) or if the Corporation is unable to effect the conversion of any shares of Series A Non-Voting Preferred Stock due
to an Authorized Share Failure, then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6.6.1 ,
the Corporation shall, at the request of the Holder, pay an amount of cash by wire transfer of immediately available funds equal to the
Fair Value (as defined below) of such undelivered shares, with such payment to be made within two (2) Business Days from the date
of request by the Holder, whereupon the Corporation’s obligations to deliver such shares underlying the Notice of Conversion shall
be extinguished upon payment in full of the Fair Value of such undelivered shares. For purposes of this Section 6.6.3 ,
the “Fair Value” of shares shall be fixed with reference to the last reported Closing Sale Price on the principal Trading
Market on which the Common Stock is listed as of the Trading Day immediately prior to the date on which the Notice of Conversion is delivered
to the Corporation. For the avoidance of doubt, the cash settlement provisions set forth in this Section 6.6.3 shall
be available irrespective of the reason for the Corporation’s failure to timely deliver Conversion Shares (other than a failure
caused by (1) materially incorrect or incomplete information provided by Holder to the Corporation or (2) the application of
the Beneficial Ownership Limitation after Stockholder Approval (but, prior to the Stockholder Approval, disregarding for such purpose
any Beneficial Ownership Limitation)), including due to an Authorized Share Failure, limitations set forth in Section 6.6.6 ,
the lack of obtaining Stockholder Approval, or due to applicable Trading Market rules.

 6.6.4 Buy-In
on Failure to Timely Deliver Certificates . If the Corporation fails to deliver to a Holder the applicable certificate or certificates
or to effect a DWAC Delivery, as applicable, by the Share Delivery Date pursuant to Section 6.6.1 (other than a
failure caused by materially incorrect or incomplete information provided by Holder to the Corporation or the application of the Beneficial
Ownership Limitation), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market
transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share
Delivery Date (a “ Buy-In ”), then the Corporation shall (i) pay in cash to such Holder (in addition to any
other remedies available to or elected by such Holder) the amount by which (x) such Holder’s total purchase price (including
any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (a) the aggregate number of
shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (b) the actual sale price
at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (ii) at the
option of such Holder, either reissue (if surrendered) the shares of Series A Non-Voting Preferred Stock equal to the number of shares
of Series A Non-Voting Preferred Stock submitted for conversion or deliver to such Holder the number of shares of Common Stock that would
have been issued if the Corporation had timely complied with its delivery requirements under Section 6.6.1 . For example,
if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of shares of Series A Non-Voting Preferred Stock with respect to which the actual sale price (including any brokerage commissions)
giving rise to such purchase obligation was a total of $10,000 under clause (i) of the immediately preceding sentence, the Corporation
shall be required to pay such Holder $1,000. The Holder shall provide the Corporation with written notice, within three (3) Trading
Days after the occurrence of a Buy-In, indicating the amounts payable to such Holder in respect of such Buy-In together
with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares
of Common Stock upon conversion of the shares of Series A Non-Voting Preferred Stock as required pursuant to the terms hereof or the cash
settlement remedy set forth in Section 6.6.3 ; provided, however, that the Holder shall not be entitled to both (A) require
the reissuance of the shares of Series A Non-Voting Preferred Stock submitted for conversion for which such conversion was not timely
honored and (B) receive the number of shares of Common Stock that would have been issued if the Corporation had timely complied with
its delivery requirements under Section 6.6.1 .

 6.6.5 Reservation
of Shares Issuable Upon Conversion . The Corporation covenants that at all times it will reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Non-Voting Preferred Stock, subject
to receipt of the Required Parent Stockholder Vote, free from preemptive rights or any other actual contingent purchase rights of Persons
other than the Holders, not less than such aggregate number of shares of Common Stock as shall be issuable (taking into account the adjustments
of Section 7 ) upon the conversion of all outstanding shares of Series A Non-Voting Preferred Stock. The Corporation covenants
that all shares of Common Stock that shall be issuable upon conversion of the Series A Non-Voting Preferred Stock shall, upon issue, be
duly authorized, validly issued, fully paid and non-assessable.

 8

 6.6.6 Fractional
Shares . No fractional shares of Common Stock shall be issued upon conversion of the Series A Non-Voting Preferred Stock, no certificates
or scrip for any such fractional shares shall be issued and no cash shall be paid for any such fractional shares. Any fractional shares
of Common Stock that a Holder of Series A Non-Voting Preferred Stock would otherwise be entitled to receive shall be aggregated with all
fractional shares of Common Stock issuable to such Holder and any remaining fractional shares shall be rounded up to the nearest whole
share. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of
shares of Series A Non-Voting Preferred Stock the Holder seeks to convert into Common Stock and the aggregate number of shares of Common
Stock issuable upon such conversion.

 6.6.7 Transfer
Taxes . The issuance of certificates for shares of the Common Stock upon conversion of the Series A Non-Voting Preferred Stock shall
be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the registered Holder(s) of
such shares of Series A Non-Voting Preferred Stock and the Corporation shall not be required to issue or deliver such certificates
unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall
have established to the satisfaction of the Corporation that such tax has been paid.

 6.7 Status
as Stockholder . Upon each Conversion Date, (i) the shares of Series A Non-Voting Preferred Stock being converted shall be deemed
converted into shares of Common Stock and (ii) the Holder’s rights as a holder of such converted shares of Series A Non-Voting
Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any
remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation to comply with
the terms of this Certificate of Designation. In all cases, the Holder shall retain all of its rights and remedies for the Corporation’s
failure to convert Series A Non-Voting Preferred Stock. In no event shall the Series A Non-Voting Preferred Stock convert into shares
of Common Stock prior to the Stockholder Approval.

 7. Certain
Adjustments .

 7.1 Stock
Dividends and Stock Splits . If the Corporation, at any time while this Series A Non-Voting Preferred Stock is outstanding: (i) pays
a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series A Non-Voting Preferred Stock) with
respect to the then outstanding shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of
shares; or (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of
shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
(excluding any treasury shares of the Corporation) outstanding immediately after such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation). Any adjustment
made pursuant to this Section 7.1 shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the
case of a subdivision or combination.

 9

 7.2 Fundamental
Transaction . If, at any time while this Series A Non-Voting Preferred Stock is outstanding, (i) the Corporation effects
any merger or consolidation of the Corporation with or into another Person or any stock sale to, or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another
Person (other than such a transaction in which the Corporation is the surviving or continuing entity and its Common Stock is not exchanged
for or converted into other securities, cash or property), (ii) the Corporation effects any sale, lease, transfer or exclusive license
of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Corporation or another Person) is completed pursuant to which more than 50% of the Common Stock not held by the
Corporation or such Person is exchanged for or converted into other securities, cash or property, or (iv) the Corporation effects
any reclassification of the Common Stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision
or combination covered by Section 7.1 ) to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (in any such case, a “ Fundamental Transaction ”), then, upon any subsequent conversion
of this Series A Non-Voting Preferred Stock the Holders shall have the right to receive, in lieu of the right to receive Conversion
Shares, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental
Transaction (without regard to any Beneficial Ownership Limitation), the same kind and amount of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if such conversion of Series A Non-Voting Preferred
Stock had occurred immediately prior to such Fundamental Transaction (the “ Alternate Consideration ”). For purposes
of any such subsequent conversion, the determination of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Corporation shall adjust the Conversion Ratio in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion
of this Series A Non-Voting Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new certificate
of designations with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions
and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The terms of any agreement to which
the Corporation is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor
or surviving entity to comply with the provisions of this Section 7.2 and ensuring that this Series A Non-Voting Preferred
Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
The Corporation shall cause to be delivered to each Holder, at its last address as it shall appear upon the stock books of the Corporation,
written notice of any Fundamental Transaction at least 20 calendar days prior to the date on which such Fundamental Transaction is
expected to become effective or close.

 7.3 Calculations .
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 7 , the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

 8. Redemption .
The shares of Series A Non-Voting Preferred Stock shall not be redeemable; provided, however, that the foregoing shall not limit the ability
of the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by law, nor shall the foregoing
limit the Holder’s rights under Section 6.6.3 or Section 6.6.4 .

 9. Transfer .
Subject to the limitations set forth herein, a Holder may transfer any shares of Series A Non-Voting Preferred Stock together with the
accompanying rights set forth herein, held by such Holder without the consent of the Corporation; provided that such transfer is in compliance
with applicable securities laws. The Corporation shall in good faith (a) do and perform, or cause to be done and performed, all such
further acts and things, and (b) execute and deliver all such other agreements, certificates, instruments and documents, in each
case, as any holder of Series A Non-Voting Preferred Stock may reasonably request in order to carry out the intent and accomplish the
purposes of this Section 9 . The transferee of any shares of Series A Non-Voting Preferred Stock shall be subject to the Beneficial
Ownership Limitation applicable to the transferor as of the time of such transfer.

 10

 10. Transfer
Restrictions .

 10.1 Lock-Up
Restrictions . Notwithstanding anything in this Agreement, including Section 9 to the contrary, following the issuance of the
Series A Non-Voting Preferred Stock, no Holder may Transfer (as defined below in Section 10.7 ) any shares of Series A Non-Voting
Preferred Stock held by such Holder or any Conversion Shares issued upon conversion thereof during the applicable Lock-Up Period (such
shares of Series A Non-Voting Preferred Stock and, to the extent still subject to a Lock-Up Period, the corresponding Conversion Shares,
collectively, the “ Locked Shares ”), except in accordance with this Section 10 .

 10.2 Lock-Up
Tranches . The Locked Shares held by each Holder shall be divided into three equal tranches, and the transfer restrictions set forth
in this Section 10 shall apply to each tranche as follows:

 10.2.1 One-third
(1/3) of the Locked Shares shall not be Transferred until the date that is one hundred eighty (180) days after the Initial Closing (the
“ First Tranche Lock-Up Period ”).

 10.2.2 One-third
(1/3) of the Locked Shares shall not be Transferred until the date that is one hundred eighty (180) days after the Stockholder Approval
(the “ Second Tranche Lock-Up Period ”).

 10.2.3 One-third
(1/3) of the Locked Shares shall not be Transferred until the issuance by the Corporation of the Milestone Event Notice (the “ Third
Tranche Lock-Up Period ” and, together with the First Tranche Lock-Up Period and the Second Tranche Lock-Up Period, each
a “ Lock-Up Period ”).

 10.3 Backstop .
Notwithstanding anything in Section 10.2 to the contrary, in no event shall any Locked Share remain subject to the transfer restrictions
set forth in Section 10 after the issuance of the Milestone Event Notice.

 10.4 Permitted
Transfers . Notwithstanding the foregoing provisions of this Section 10 , the transfer restrictions set forth herein shall not
apply to: (a) transfers to an Affiliate of the Holder; (b) distributions to limited partners, members or stockholders of a Holder that
is a fund; (c) pledges of Locked Shares in connection with bona fide financing, including, for example, pledging shares as collateral
to secure a bona fide loan or other obligation, in each case entered into with a nationally recognized financial institution, and any
foreclosure by such financial institution or transfer to such financial institution in lieu of foreclosure and subsequent sale of the
securities; provided , however , that in the event of any foreclosure by such financial institution or transfer
to such financial institution in lieu of foreclosure, the transferee shall not Transfer such foreclosed Locked Shares other than in a
transaction otherwise allowed by this Section 10.4; (d) in the event of a liquidation, merger, stock or unit exchange or other similar
transaction which results in all of the Holders having the right to exchange their shares of Series A Non-Voting Preferred Stock for cash,
securities or other property, or (e) conversions or exercises of other securities of the Corporation into or for shares of Series A Non-Voting
Preferred Stock; provided that, in the case of clauses (a), (b) and (c), the transferee shall agree in writing to be bound by the
transfer restrictions set forth in this Section 10 for the remainder of the applicable Lock-Up Period.

 11

 10.5 Legends .
The Locked Shares (including any Conversion Shares that remain subject to a Lock-Up Period) shall carry appropriate legends indicating
the restrictions on Transfer imposed by this Section 10 , including as required by Section 151(f) of the DGCL in respect to
uncertificated stock, until such time as the Corporation shall instruct the transfer agent to remove such legend(s) and release such shares
to the applicable Holder in accordance with the limitations and restrictions of this Section 10 (including, at the Holder’s election,
via DWAC Delivery). Such Conversion Shares shall remain in book-entry form at the Corporation’s transfer agent and shall retain
the appropriate legends until the expiration of the applicable Lock-Up Period (or an earlier release pursuant to this Section 10).

 10.6 Waiver .
Notwithstanding the other provisions set forth in this Section 10 or any other provision contained herein, the Corporation
may, with the prior written consent of the Lead Investor, determine to waive, amend, or repeal the lock-up obligations set forth in this
 Section 10 , whether in whole or in part.

 10.7 Definition
of Transfer . For purposes of this Section 10 , “ Transfer ” means any direct or indirect sale, transfer,
assignment, pledge, hypothecation, encumbrance or other disposition, whether voluntary or involuntary, of shares of Series A Non-Voting
Preferred Stock, Conversion Shares, or any economic interest therein, including by operation of law; provided , however ,
that the conversion of shares of Series A Non-Voting Preferred Stock into Conversion Shares in accordance with Section 6 shall
not, in and of itself, constitute a “Transfer” for purposes of this Section 10 .

 11. Series
A Non-Voting Preferred Stock Register . The Corporation shall maintain at its principal executive offices (or at the Corporation’s
transfer agent as of the date hereof, or such other office or agency of the Corporation as it may designate by notice to the Holders in
accordance with Section ‎ 12 ), a register for the Series A Non-Voting Preferred Stock,
in which the Corporation shall record (a) the name, address, and electronic mail address of each holder in whose name the shares of Series
A Non-Voting Preferred Stock have been issued and (b) the name, address, and electronic mail address of each transferee of any shares
of Series A Non-Voting Preferred Stock. The Corporation may deem and treat the registered Holder of shares of Series A Non-Voting Preferred
Stock as the absolute owner thereof for the purpose of any conversion thereof and for all other purposes. The Corporation shall keep the
register open and available at all times during business hours for inspection by any holder of Series A Non-Voting Preferred Stock or
his, her or its legal representatives.

 12. Notices .
Any notice required or permitted by the provisions of this Certificate of Designation to be given to a Holder of shares of Series A Non-Voting
Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by
electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission.

 12

 13. Book-Entry;
Certificates . The Series A Non-Voting Preferred Stock will be issued in book-entry form; provided that, if a Holder requests that
such Holder’s shares of Series A Non-Voting Preferred Stock be issued in certificated form, the Corporation will instead issue a
stock certificate to such Holder representing such Holder’s shares of Series A Non-Voting Preferred Stock. To the extent that any
shares of Series A Non-Voting Preferred Stock are issued in book-entry form, references herein to “certificates” shall instead
refer to the book-entry notation relating to such shares.

 14. Lost
or Mutilated Series A Non-Voting Preferred Stock Certificate . If a Holder’s Series A Non-Voting Preferred Stock certificate
shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation
of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares
of Series A Non-Voting Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft
or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

 15. Waiver .
Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver
by any other Holders, other than as expressly set forth herein. The failure of the Corporation or a Holder to insist upon strict adherence
to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any
other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation.
Any waiver by the Corporation or a Holder must be in writing. Notwithstanding any provision in this Certificate of Designation to the
contrary, any provision contained herein and any right of the Holders of Series A Non-Voting Preferred Stock granted hereunder may be
waived as to all shares of Series A Non-Voting Preferred Stock (and the Holders thereof) upon the written consent of the Holders of not
less than a majority of the shares of Series A Non-Voting Preferred Stock then outstanding, provided, however, that the Beneficial Ownership
Limitation applicable to a Holder, and any provisions contained herein that are related to such Beneficial Ownership Limitation, cannot
be modified, waived or terminated without the consent of such Holder, provided further, that any proposed waiver that would, by its terms,
have a disproportionate and materially adverse effect on any Holder shall require the consent of such Holder(s).

 16. Severability .
Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any
provision hereof is held to be prohibited by or invalid under applicable law, then such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof.

 17. Status
of Converted Series A Non-Voting Preferred Stock . If any shares of Series A Non-Voting Preferred Stock shall be converted, such shares
shall, to the fullest extent permitted by applicable law, be retired and cancelled upon such acquisition, and shall not be reissued as
a share of Series A Non-Voting Preferred Stock. Any share of Series A Non-Voting Preferred Stock so acquired shall, upon its retirement
and cancellation, and upon the taking of any action required by applicable law, resume the status of authorized but unissued shares of
preferred stock and shall no longer be designated as Series A Non-Voting Preferred Stock.

 [ Remainder of Page Intentionally Left Blank ]

 13

 IN WITNESS WHEREOF ,
Adial Pharmaceuticals, Inc. has caused this Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting
Preferred Stock to be duly executed by its President and Chief Executive Officer on June 11, 2026.

 ADIAL PHARMACEUTICALS, INC.

 By:
 /s/ Cary J. Claiborne

 Name:
 Cary J. Claiborne

 Title:
 President and Chief Executive Officer

 14

 ANNEX A

 NOTICE OF OPTIONAL CONVERSION

 (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER
TO CONVERT SHARES OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK)

 The undersigned Holder hereby irrevocably elects
to convert the number of shares of Series A Non-Voting Convertible Preferred Stock indicated below, represented in book-entry form, into
shares of common stock, par value $0.001 per share (the “ Common Stock ”), of Adial Pharmaceuticals, Inc., a Delaware
corporation (the “ Corporation ”), as of the date written below. If securities are to be issued in the name of
a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized
but not defined herein shall have the meaning ascribed to such terms in that certain Certificate of Designation of Preferences, Rights
and Limitations of Series A Non-Voting Convertible Preferred Stock (the “ Certificate of Designation ”) filed
by the Corporation with the Secretary of State of the State of Delaware on June 11, 2026.

 As of the date hereof, the number of shares of
Common Stock beneficially owned by the undersigned Holder (together with such Holder’s Attribution Parties), including the number
of shares of Common Stock issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock subject to this Notice of Optional
Conversion, but excluding the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted
Series A Non-Voting Convertible Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially
owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation
contained in Section 6.5 of the Certificate of Designation, is _____. For purposes hereof, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),
and the applicable regulations of the Securities and Exchange Commission (the “ Commission ”). In addition, for
purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations
of the Commission.

 CONVERSION CALCULATIONS:

 Date to Effect Conversion:
 ________________________________

 Number of shares of Series A Non-Voting Convertible Preferred Stock owned prior to Conversion:
 ________________________________

 Number of shares of Series A Non-Voting Convertible Preferred Stock to be Converted:
 ________________________________

 Number of shares of Common Stock to be Issued:
 ________________________________

 Address for delivery of physical certificates:
 ________________________________

 For DWAC Delivery, please provide the following:

 Broker No.: ________________

 Account No.: _______________

 [HOLDER]

 By:

 Name:

 Title: