PRELIMINARY INFORMATION STATEMENT - SUBJECT TO COMPLETION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

☒ Preliminary Information Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☐ Definitive Information Statement

INTERNATIONAL STEM CELL CORPORATION

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☐ No fee required

☒ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

INTERNATIONAL STEM CELL CORPORATION

9745 Businesspark Avenue
San Diego, California 92131

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

NOTICE OF ACTION TAKEN BY WRITTEN CONSENT

OF STOCKHOLDERS OF

INTERNATIONAL STEM CELL CORPORATION

To the Stockholders of International Stem Cell Corporation:

This Information Statement is being furnished to holders of shares of common stock, par value $0.001 per share (the "Common Stock"), of International Stem Cell Corporation, a Delaware corporation ("ISCO," the "Company," "we," "us," or "our"), pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14C promulgated thereunder, to notify our stockholders of the following action approved by the written consent of the holders of a majority of the voting power of our outstanding capital stock (the "Stockholder Written Consent") in lieu of a special meeting of stockholders:

Approval of the sale of 100% of the issued and outstanding limited liability company membership interests (the “Interests Sale”) of Lifeline Cell Technology, LLC, a California limited liability company ("LCT"), to American Type Culture Collection, Inc., a District of Columbia corporation ("ATCC" or the "Purchaser"), pursuant to a Membership Interest Purchase Agreement, dated as of July 10, 2026 (the "MIPA"), by and among ATCC, LCT, International Stem Cell Corporation, a California corporation ("ISCO California" or "Intermediate"), and ISCO (the "Transaction").

The Transaction constitutes the sale of substantially all of the assets of the Company within the meaning of Section 271 of the Delaware General Corporation Law (the "DGCL") and therefore required the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon.

On July 10, 2026 (the "Record Date"), stockholders of record holding approximately 62.7% of the voting power of the Company's outstanding capital stock (the "Consenting Stockholders") approved the Transaction by executing and delivering the Stockholder Written Consent. No additional stockholder vote or consent is required or being sought in connection with the Transaction.

Under Section 228 of the DGCL, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

This Information Statement is being mailed on or about [●], 2026 to stockholders of record as of the Record Date. Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Transaction may not be consummated until at least 20 calendar days after the date on which this Information Statement is first mailed to stockholders.

This Information Statement is being furnished to you for informational purposes only. No action is required or requested on your part.

By Order of the Board of Directors,

Andrey Semechkin

Chief Executive Officer and Co-Chairman of the Board of Directors

[●], 2026

TABLE OF CONTENTS

SUMMARY

The following summary highlights selected information from this Information Statement. This summary may not contain all of the information that is important to you. For a more complete description of the Transaction and related matters, you should carefully read this entire Information Statement, including the annexes attached hereto. In this Information Statement, unless the context requires otherwise, references to "ISCO," the "Company," "we," "us" and "our" refer to International Stem Cell Corporation, a Delaware corporation.

The Parties

International Stem Cell Corporation. ISCO is a Delaware corporation and SEC reporting company. ISCO is a clinical stage biotechnology company focused on therapeutic and biomedical product development with multiple long-term therapeutic opportunities and two revenue-generating businesses offering potential for increased future revenue. The Company's common stock is quoted on the OTC under the symbol “ISCO”. ISCO's principal executive offices are located at 9745 Businesspark Ave, San Diego, California 92131, and its telephone number is (760) 940-6383.

Lifeline Cell Technology, LLC. LCT is a California limited liability company and a wholly owned subsidiary of ISCO (through ISCO California, ISCO's wholly owned California subsidiary). LCT is engaged in the business of development, manufacture, marketing, and sale of biological materials and reagents, including primary human cells and cell culture media and reagents for scientific research.

American Type Culture Collection, Inc. ATCC is a District of Columbia corporation. ATCC is a private, nonprofit, global biological resource center and standards organization that provides scientists with the biomaterials and resources they need to conduct critical life science research. ATCC supports the scientific community with the world’s largest and most diverse collection of human and animal cell products, as well as molecular genomic tools, microbe products, and biological materials.

The Transaction

Pursuant to the MIPA, ISCO (through ISCO California as Intermediate) will sell 100% of the issued and outstanding limited liability company membership interests of LCT to ATCC (or its designated affiliate), free and clear of all liens other than restrictions under applicable securities laws. Upon consummation of the Transaction, LCT will become a wholly owned subsidiary of ATCC, and ISCO will no longer have any ownership interest in LCT.

Purchase Price

The aggregate purchase price for the Transaction is $25,000,000, subject to adjustment based on estimated net working capital, estimated closing date cash, and estimated closing date indebtedness. At closing, ATCC will pay the closing consideration (the purchase price as adjusted, less the escrow amount) to ISCO in cash, and will deposit $2,500,000 into an indemnity escrow account and $100,000 into an adjustment escrow account, in each case with an escrow agent pursuant to an escrow agreement.

Reasons for the Transaction

The Board of Directors of ISCO (the "Board") unanimously determined that the Transaction is advisable, fair, and in the best interests of the Company and its stockholders. In reaching this determination, the Board considered, among other things, that the Transaction would better capitalize ISCO and provide greater ability to develop its other products, allow the Company to focus on continued development of its other product lines, and address the Company's liquidity position. The Board determined not to obtain a fairness opinion with respect to the Transaction due to cost considerations and familiarity with the business.

Stockholder Approval

Under Section 271 of the DGCL, the sale of all or substantially all of the assets of a Delaware corporation requires the affirmative vote or written consent of the holders of a majority of the outstanding stock of the corporation entitled to vote thereon. The Transaction constitutes a sale of substantially all of the Company's assets and accordingly required stockholder approval.

On July 10, 2026, the Consenting Stockholders, holding approximately 62.7% of the voting power of the Company's outstanding capital stock, approved the Transaction by executing and delivering the Stockholder Written Consent pursuant to Section 228 of the DGCL.

No Appraisal Rights

Under the DGCL, stockholders are not entitled to appraisal or dissenters' rights in connection with a sale of substantially all of a corporation's assets. Accordingly, ISCO stockholders will not have appraisal or dissenters' rights in connection with the Transaction.

Regulatory Approvals

The consummation of the Transaction is not conditioned upon the receipt of any governmental or regulatory approvals, other than the absence of any governmental restraint or order prohibiting the Transaction.

Expected Timing

The Transaction is expected to close on the second business day following the satisfaction or waiver of all closing conditions set forth in the MIPA, including the expiration of the 20-calendar-day waiting period following the mailing of this Information Statement. Subject to satisfaction of the closing conditions, we currently expect the Transaction to close in the third quarter of 2026.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current expectations, assumptions, estimates, and projections about our business and our industry. Words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may," "could," "should," "estimate," "predict," "potential," "continue," and similar expressions identify forward-looking statements. In addition, any statements that refer to projections of financial performance, anticipated growth, business strategy, and other characterizations of future events or circumstances are forward-looking statements.

Forward-looking statements in this Information Statement include, but are not limited to, statements about:

These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. Our actual results may differ materially from those indicated in these forward-looking statements as a result of various important factors, including, without limitation:

We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Information Statement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

QUESTIONS AND ANSWERS ABOUT THE INTERESTS SALE

The following questions and answers are presented for your convenience and only briefly address some commonly asked questions about the Interests Sale. They may not contain all of the information that is important to you. We urge you to read carefully the entire Information Statement.

THE TRANSACTION

General Description

Pursuant to the MIPA, ISCO (through ISCO California, its wholly owned California subsidiary, as sole member of LCT) will sell, transfer, and deliver 100% of the issued and outstanding limited liability company membership interests of LCT to ATCC (or its designated affiliate), free and clear of all liens other than restrictions under applicable securities laws. Upon consummation of the Transaction, LCT will become a wholly owned subsidiary of ATCC and ISCO will no longer have any ownership interest in LCT. ISCO will continue as an operating company following the closing of the Transaction.

Structure

The Transaction is structured as a sale of 100% of the membership interests of LCT rather than as a merger or a direct asset sale. ISCO California is the sole member of LCT and owns 100% of the issued and outstanding LLC interests in LCT. ISCO California is wholly owned by ISCO (the Delaware parent corporation). The MIPA provides that ISCO California (as Intermediate) and ISCO (as Parent), collectively as "Seller," will sell and transfer all of such LLC interests to ATCC as Purchaser.

Under Delaware law, this Transaction constitutes the sale of substantially all of ISCO's assets, requiring stockholder approval under Section 271 of the DGCL.

BACKGROUND OF THE TRANSACTION

The following is a description of the material events leading to the Board's approval of the MIPA and the Transaction. The following chronology summarizes the key meetings, negotiations, discussions, and actions of the parties that led to the signing of the MIPA. It does not purport to catalogue every conversation among the Board, management, and its advisors or with ATCC, but describes the material steps in the process.

The ISCO Board of Directors (the “ISCO Board”), together with management, regularly reviews ISCO’s business and operations, financial performance, strategy and prospects. As part of this review, from time to time, the ISCO Board has considered significant commercial partnerships and strategic transactions.

In 2018, ISCO's Executive Management, led by Dr. Andrey Semechkin, was contacted by Dr. Scott Siegel, Vice President of Corporate Development at ATCC, regarding a potential acquisition of LCT. The parties held a series of discussions; however, they were unable to reach mutually acceptable terms, and no transaction was completed. At the time, ATCC had been LCT's largest customer for several years.

In May 2025, Dr. Russell Kern, Executive Vice President, Chief Scientific Officer, Principal Financial Officer and Director of ISCO, was contacted by the chief executive officer of a medical device company (“Party A”), regarding an unsolicited potential acquisition of LCT. In June 2025, Party A transmitted a letter of intent to ISCO to acquire 100% of the ownership interests in LCT. Party A’s proposal included a financing contingency and a mix of cash and unspecified earnout. Following receipt of this letter, representatives of ISCO and representatives of Party A continued to negotiate this letter of intent over the next several months.

In May 2025, Dr. Russell Kern, Executive Vice President, Chief Scientific Officer, Principal Financial Officer and Director of the Company, received an unsolicited call from Dr. Ruth Cheng, President and CEO of ATCC, regarding the potential acquisition of LCT. Following this discussion, in June 2025, ATCC sent a non-binding letter of intent to ISCO. The parties discussed the proposed terms but were unable to reach an agreement and ISCO determined they were unwilling to proceed on the proposed terms.

In August 2025, Dr. Kern and Dr. Cheng discussed entry into a confidentiality agreement to permit ATCC to conduct diligence on a possible acquisition of LCT. Dr. Kern consulted with DLA Piper LLP (US) (“DLA Piper”), the Company’s outside counsel, and, in September 2025, provided comments to the confidentiality agreement. The confidentiality agreement was executed in September 2025.

Over September and October 2025, ATCC conducted due diligence on LCT and its business, including an onsite visit in mid-October 2025, which included a meeting between Dr. Kern and senior management of ATCC during which a potential acquisition of LCT was discussed

On October 24, 2025, Dr. Cheng sent Dr. Kern a non-binding term sheet for the acquisition of 100% of the equity interests in LCT. Dr. Kern promptly communicated receipt of the term sheet to the Board.

On October 28, 2025, the ISCO Board held a meeting during which Dr. Kern and representatives of DLA Piper discussed the proposed terms included in the term sheet. Following discussion, the Board directed Dr. Kern to continue negotiating with ATCC and to execute the term sheet on the proposed terms discussed at the meeting.

Between October 24, 2025 and November 14, 2025, representatives of ISCO, together with DLA Piper, and representatives of ATCC, together with their outside counsel, Cooley LLP (“Cooley”), negotiated the proposed terms.

On November 6, 2025, Party A submitted a revised letter of intent, which included a mix of upfront cash and a to be determined earnout. At this time, representatives of ISCO informed Party A that they would need to improve their offer.

On November 15, 2025, ATCC and ISCO executed the term sheet, which included a purchase price of $25 million for 100% of the equity interests in LCT.

From November 2025 until the MIPA was executed on July 10, 2026, ATCC and Cooley conducted diligence on LCT.

On December 16, 2025, Cooley sent an initial draft of the MIPA to DLA Piper, which was promptly communicated to the Board.

On January 5, 2026, DLA Piper provided a revised draft of the MIPA to Cooley.

On January 14, 2026, Cooley returned a revised draft of the MIPA and a redline to DLA Piper, and representatives of the parties thereafter continued to exchange drafts and participate in checklist calls, disclosure schedule discussions and purchase agreement discussions.

On January 20, 2026 and January 27, 2026, DLA Piper and Cooley held calls to negotiate the terms of the MIPA.

On February 12, 2026, DLA Piper provided a revised draft of the MIPA to Cooley.

During February and March 2026, the parties and their advisors continued to negotiate the principal terms of the transaction, the MIPA and related disclosure schedules and the ancillary agreements to the transaction.

On March 6, 2026, Cooley provided a revised draft of the MIPA to DLA Piper and on March 16, 2026, DLA Piper circulated a revised draft of the MIPA to Cooley.

In April 2026, the parties engaged in further substantive negotiations concerning the MIPA and related transaction documents.

On April 10, 2026, Dr. Kern held a call with representatives of ATCC to negotiate the terms of the MIPA and discuss diligence matters.

On April 24, 2026, Cooley transmitted a revised MIPA to DLA Piper. The parties discussed key open issues, including certain representations and warranties, employee matters, transaction expenses, tax provisions, indemnification, survival structure, escrow mechanics, knowledge standard and the treatment of Material Adverse Effect and insurance-related matters.

The parties held a series of calls to negotiate the terms of the MIPA and the ancillary agreements.

On April 30, 2026, DLA Piper returned a revised draft of the MIPA to Cooley.

During May 2026, the parties continued to negotiate the MIPA and ancillary agreements, including employee transfer matters, intellectual property transfer matters and the overall purchase agreement package. The parties held a series of calls discussing the terms of the MIPA and the ancillary agreements, employee matters and diligence issues.

On May 7, 2026, representatives of Cooley, DLA Piper and the parties participated in a conference call discussing certain employee matters.

On May 29, 2026, DLA Piper circulated a further revised MIPA draft to Cooley.

During June 2026, the parties continued to address remaining open issues in the MIPA and ancillary agreements, including employee transfer mechanics, intellectual property matters, stockholder approval requirements, working capital calculation mechanics, adjustment escrow terms and the seller intellectual property assignment.

On June 5, 2026, June 19, 2026, and June 23, 2026, representatives of ISCO and representatives of ATCC held a call to further negotiate terms and discuss employee matters.

On June 11, 2026, the ISCO Board held a meeting, at which representatives of management and DLA Piper were present. Dr. Kern and representatives of DLA Piper presented the current terms of the MIPA to the Board. The Board directed management and DLA Piper to continue negotiating the terms of the MIPA and the related transaction documents.

On June 24, 2026, the ISCO Board held a meeting, at which representatives of management and DLA Piper were present. Dr. Kern and representatives of DLA Piper presented substantially the final terms of the MIPA to the Board. A representative of DLA Piper reviewed the fiduciary responsibilities of the Board. The Board discussed the MIPA and the terms of the Transaction. The Board directed Dr. Kern and DLA Piper to finalize the negotiations and documentation and to circulate a written consent of the Board which would evidence the Board’s formal approval.

Between June 26, 2026 and June 30, 2026, DLA Piper and Cooley exchanged drafts of the MIPA, the intellectual property assignment and the transition services agreement, and the same day representatives participated in a meeting concerning MIPA and TSA changes and resolutions agreed by the management of ISCO and management of ATCC. The key issues negotiated included the seller vote threshold, the example net working capital calculation, the adjustment escrow amount, final agreed calculation mechanics and the transfer of certain intellectual property.

On July 2, 2026, representatives of ISCO and representatives of ATCC met to negotiate the final open items of the MIPA.

Between July 2, 2026 and July 10, 2026, the parties revised the transaction documents to reflect the final terms, finalizing the remaining issues, including discrete closing, adjustment and intellectual property matters.

On July 10, 2026, the ISCO Board approved the Transaction, including the MIPA, by unanimous written consent. Pursuant to the terms of, and as more specifically reflected in, the final form of the MIPA, the transaction contemplated base consideration of $25.0 million, subject to working capital, cash and debt adjustments. The final form also included an extensive post-closing adjustment process, consisting of a seller estimated closing statement, a purchaser true-up within 90 days, a dispute auditor process and an escrow-backed adjustment mechanism.

On July 10, 2026, the parties executed the MIPA.

REASONS FOR THE TRANSACTION; RECOMMENDATION OF THE BOARD

In evaluating the MIPA and the Transaction, the Board, in consultation with ISCO's management and outside legal counsel, considered a number of factors, including the following material factors that the Board believed supported its determination that the Transaction is advisable, fair, and in the best interests of ISCO and its stockholders:

Strategic and Financial Benefits of the Transaction and Other Considerations

Uncertainties, Risks and Potentially Negative Factors

The Board concluded that, on balance, the potential benefits of the Transaction outweighed the potential risks and negative factors. In view of the variety and complexity of the factors considered, the Board did not quantify, rank, or otherwise assign relative weights to the specific factors considered, and individual directors may have given different weights to different factors. The Board unanimously determined that the MIPA and the Transaction are advisable, fair, and in the best interests of ISCO and its stockholders, and approved the execution, delivery, and performance of the MIPA and the ancillary agreements and the consummation of the Transaction, subject to obtaining stockholder approval.

THE MEMBERSHIP INTEREST PURCHASE AGREEMENT

The following is a summary of the material terms of the MIPA. This summary is qualified in its entirety by reference to the complete text of the MIPA, a copy of which is attached hereto as Annex A and is incorporated herein by reference. Stockholders are urged to read the MIPA in its entirety for a complete description of the terms and conditions of the Transaction.

Purchase Price and Payment

The aggregate purchase price for 100% of the LLC interests of LCT is $25,000,000, subject to the following adjustments:

At the closing, ATCC will pay the Closing Consideration (defined as the Purchase Price, as adjusted, minus the Escrow Amount) to the Seller in cash by wire transfer of immediately available funds. In addition, ATCC will deposit:

in each case with an escrow agent pursuant to an escrow agreement to be entered into at closing.

Post-Closing Purchase Price Adjustment

The MIPA provides for a post-closing purchase price adjustment mechanism. Prior to closing, the Seller will prepare and deliver to ATCC an estimated closing statement setting forth its good-faith estimates of closing date net working capital, closing date cash, and closing date indebtedness.

Within 90 days after the closing, ATCC will prepare and deliver to the Seller a closing statement with its calculation of the final amounts. The Seller will have 30 days to review and object to ATCC's closing statement. If the parties cannot resolve any disputed items, the unresolved disputes will be submitted to a nationally recognized independent accounting firm (the "Dispute Auditor"), whose determination will generally be final, non-appealable, and binding on the parties absent manifest error or fraud.

If the final adjustment results in a positive amount payable to the Seller, ATCC will pay such amount to the Seller. If the final adjustment results in a negative amount, the amount will be recovered first from the adjustment escrow fund and, to the extent the adjustment escrow fund is insufficient, paid by the Seller to ATCC.

Closing

The closing of the Transaction will occur by electronic exchange of closing deliverables at 9:00 a.m. Eastern Time on the second business day following the satisfaction or waiver of all closing conditions set forth in the MIPA (other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), or at such other time and date as may be mutually agreed by ATCC and the Seller.

Representations and Warranties

Company Representations

The MIPA contains customary representations and warranties made by the Seller with respect to LCT (the "Company Representations"), including representations regarding:

Seller Representations

The Seller has also made representations and warranties on its own behalf regarding, among other things:

Purchaser Representations

ATCC has made representations and warranties regarding:

Covenants

Pre-Closing Covenants

The MIPA contains customary pre-closing covenants, including obligations of the Seller to:

No-Solicitation; Exclusivity

Pursuant to the MIPA, from and after the execution of the MIPA until the earlier of the closing or termination of the MIPA, the Seller and its representatives may not, directly or indirectly:

The Seller is required to promptly notify ATCC of any expression of interest or proposal regarding a Strategic Transaction and provide ATCC with the material terms thereof and the identity of the third party making such expression of interest or proposal.

Stockholder Approval and Information Statement

The MIPA requires the Seller to submit the Stockholder Written Consent to the holders of a majority of the voting power of ISCO's outstanding capital stock immediately after execution and delivery of the MIPA and to obtain such written consent within 24 hours of execution of the MIPA. The MIPA further requires the Seller to file a preliminary information statement with the SEC within 10 business days after the date of the MIPA, and to use reasonable best efforts to respond to any SEC comments and to mail the definitive information statement to stockholders as promptly as practicable following the earlier of (i) confirmation from the SEC that it has no further comments on the information statement or (ii) the 10th calendar day after filing the preliminary information statement if the SEC has not initiated a review.

Non-Competition and Non-Solicitation

Pursuant to the MIPA, for a period of five years following the closing, the Seller and its affiliates are subject to customary non-competition, non-solicitation of employees, and non-disparagement covenants relating to the business of LCT.

Other Seller Covenants

The MIPA also contains covenants regarding, among other things:

Conditions to Closing

Mutual Conditions

The obligations of both parties to consummate the Transaction are subject to the satisfaction or waiver of the following conditions:

Conditions to ATCC's Obligations

The obligation of ATCC to consummate the Transaction is subject to the satisfaction or waiver of the following additional conditions:

Conditions to the Seller's Obligations

The obligation of the Seller to consummate the Transaction is subject to the satisfaction or waiver of the following additional conditions:

Termination

The MIPA may be terminated prior to the closing under the following circumstances:

Upon termination of the MIPA, the agreement will terminate and have no further force or effect, and no party will have any liability thereunder, except that (i) certain specified provisions will survive termination and (ii) termination will not relieve any party from liability for fraud or willful and material breach of the MIPA.

Indemnification

Following the closing, the Seller will indemnify ATCC and its related indemnified parties for losses arising out of or related to:

Survival

General representations and warranties and certain pre-closing covenants survive until nine months after the closing. Fundamental Representations (relating to organization, authority, capitalization, and title) survive for six years. Specified Representations survive for four years. Post-closing covenants survive until fully performed.

Limitations on Indemnification

Indemnification claims for breaches of ordinary representations and warranties are generally limited to recourse against the Indemnity Escrow Fund. Individual claims are subject to a $25,000 deductible. These limitations do not apply to claims based on fraud, Fundamental Representations, Specified Representations, or tax matters. The aggregate liability of the Seller is capped at the proceeds actually received from the Transaction, except in the case of fraud.

Escrow Release

$1,500,000 of the Indemnity Escrow Amount may be released to the Seller six months after the closing, subject to any then-pending claims. All remaining amounts in the Indemnity Escrow Account will be released to the Seller nine months after the closing, subject to any then-pending claims.

Governing Law and Dispute Resolution

The MIPA is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware (except for certain post-closing adjustment disputes, which are resolved by the Dispute Auditor). The parties have waived their right to a jury trial.

Support Agreement

In connection with the Transaction, the stockholders of Seller identified as requisite holders holding more than 50% of the outstanding voting power of Seller entered into support agreements, dated July 10, 2026, pursuant to which they agreed to vote all of their shares of Seller’s capital stock in favor of the transaction, subject to the terms and conditions set forth in the support agreements. Each support agreement also grants Purchaser an irrevocable proxy to vote the applicable stockholder’s shares in favor of the transaction if such stockholder fails to deliver voting instructions consistent with its support agreement, and restricts the stockholder from transferring or encumbering its shares prior to termination of the support agreement, subject to limited exceptions.

Transition Services Agreement

In connection with the Transaction, ISCO and ATCC will enter into a Transition Services Agreement (the "TSA"), effective upon the closing of the Transaction. The TSA provides for the mutual provision of certain post-closing transition services between ISCO and ATCC to ensure an orderly transition of LCT's business operations following the closing. Under the TSA, ISCO will provide certain services to ATCC, and ATCC will provide certain services to ISCO.

BOARD APPROVAL

On July 10, 2026, the Board of Directors of ISCO, acting by unanimous written consent pursuant to Section 141(f) of the DGCL, after careful consideration of the terms and conditions of the MIPA and the Transaction:

In reaching its determination, the Board considered the factors described under "Reasons for the Transaction; Recommendation of the Board" above. The directors who participated in the unanimous written consent were Andrey Semechkin, Donald Wright, Paul Maier, and Russell Kern.

STOCKHOLDER APPROVAL BY WRITTEN CONSENT

Written Consent in Lieu of Meeting

Under Section 228 of the DGCL, any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Under Section 271 of the DGCL, the sale of all or substantially all of the assets of a corporation requires the affirmative vote of the holders of a majority of the outstanding stock of the corporation entitled to vote thereon. Because the Transaction constitutes a sale of substantially all of ISCO's assets, the approval of the holders of a majority of the outstanding shares of Common Stock entitled to vote was required.

The Stockholder Written Consent

On July 10, 2026, the Consenting Stockholders, who collectively hold approximately 4,303,867 shares of common stock and 5,004,353 shares of preferred stock, that could be converted into a total of 5,435,496 shares of common stock, representing approximately 72.3% of the voting power of the Company's outstanding capital stock, duly executed and delivered the Stockholder Written Consent approving the Transaction and the MIPA. This represents more than a majority of the outstanding shares of Common Stock entitled to vote on the Transaction.

No additional votes or consents are required or being sought to approve the Transaction. The Stockholder Written Consent is sufficient to approve the Transaction, and accordingly, ISCO will not hold a stockholder meeting to obtain such approval.

Outstanding Shares and Voting Power

As of the Record Date, there were (1) 8,004,389 shares of Common Stock issued and outstanding, each entitled to one vote per share, (2) 250,000 shares of Series B Preferred Stock, each entitled to one vote per share of Common Stock for which it could be converted into, (3) 50 shares of Series D redeemable Convertible Preferred Stock, each entitled to one vote per share of Common Stock for which it could be converted into, (4) 5,000,000 shares of Series G Preferred Stock, each entitled to one vote per share of Common Stock for which it could be converted into, and (5) 4,310 shares of Series I-2 Preferred Stock, which are entitled to no voting rights. No other class of voting securities of the Company was outstanding as of the Record Date.

Effectiveness of Written Consent

Pursuant to the MIPA, the Stockholder Written Consent will become void if the MIPA is terminated in accordance with its terms prior to the closing.

APPRAISAL RIGHTS

Under the DGCL, stockholders are not entitled to appraisal rights or dissenters' rights in connection with a sale of all or substantially all of a corporation's assets pursuant to Section 271 of the DGCL. Appraisal rights under Section 262 of the DGCL are available only in connection with mergers or consolidations effected under Sections 251, 252, 254, 255, 256, 257, 258, 263, or 264 of the DGCL and certain other limited circumstances not applicable here.

Accordingly, ISCO stockholders will not have appraisal rights or dissenters' rights in connection with the Transaction, and stockholders who do not consent to the Transaction will not be entitled to receive fair value for their shares.

USE OF PROCEEDS

ISCO expects to receive net cash proceeds from the Transaction of approximately $22.1 million, after deducting estimated transaction expenses of approximately $0.6 million and the amounts deposited into escrow.

The Company currently intends to use the net proceeds from the Transaction for working capital and general corporate purposes.

The Company has not made a final determination regarding the specific allocation of proceeds among the foregoing purposes. The actual allocation of proceeds will depend on various factors, including the Company's financial condition at the time of closing, the development stage of its other products, and general business conditions. Pending the application of net proceeds for the foregoing purposes, the Company intends to invest the net proceeds in short-term, interest-bearing, investment-grade securities or money market accounts.

DESCRIPTION OF ISCO'S BUSINESS

Business Before the Transaction

International Stem Cell Corporation is a Delaware corporation and SEC reporting company. ISCO is a clinical stage biotechnology company focused on therapeutic product development with two revenue-generating businesses offering potential for increased future revenue.

Our products are based on multi-decade experience with human cell culture and a proprietary type of pluripotent stem cells, human parthenogenetic stem cells (“hpSCs”). Our hpSCs are comparable to human embryonic stem cells (“hESCs”) in that they have the potential to be differentiated into many different cells in the human body. However, the derivation of hpSCs does not require the use of fertilized eggs or the destruction of viable human embryos and also offers the potential for the creation of immune-matched cells and tissues that are less likely to be rejected following transplantation. Our collection of hpSCs, known as UniStemCell™, currently consists of 15 stem cell lines. We have manufacturing protocols that comply with the requirements of Good Manufacturing Practice (GMP) standards as promulgated by the U.S. Code of Federal Regulations and enforced by the United States Food and Drug Administration.

ISCO, through its wholly owned subsidiaries, including LCT (held through ISCO California), is engaged in the development, manufacture, marketing, and sale of biological materials and reagents, including primary human cells and cell culture media and reagents for scientific research.

Lifeline Cell Technology, LLC

LCT is a California limited liability company and a wholly owned subsidiary of ISCO (held through ISCO California, ISCO's wholly owned California subsidiary). LCT is engaged in the business of development, manufacture, marketing, and sale of biological materials and reagents, including primary human cells and cell culture media and reagents for scientific research (the "Business").

LCT develops, manufactures and commercializes approximately 200 human cell culture products, including human primary cells and media, which are needed to grow, maintain, and differentiate the cells. LCT’s scientists have used a standardized, methodical, scientific approach to basal medium optimization to systematically produce optimized products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques can also be used to produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. Each LCT cell product is quality tested for the expression of specific markers (to assure the cells are the correct type), proliferation rate, viability, morphology and absence of pathogens. Each cell system also contains associated donor information and all informed consent requirements are strictly followed. LCT’s research products are marketed and sold by its internal sales force, OEM partners and LCT brand distributors in Europe and Asia.

Business After the Transaction

Following the closing of the Transaction, ISCO will no longer own or operate the LCT business. ISCO will continue as an operating company and SEC reporting company.

After the Transaction, ISCO's continuing operations will consist of:

Therapeutic Market – Clinical Applications of hpSCs for Disease Treatments

ISCO is developing different cell types from its stem cells that may result in therapeutic products. ISCO focuses on applications where cell and tissue therapy is already proven but where there is an insufficient supply of functional cells or tissue.

ISCO believes that the most promising potential clinical applications of its technology are Parkinson’s disease (“PD”), traumatic brain injury (“TBI”), and stroke. Using its proprietary technologies and know-how, ISCO is creating neural stem cells from hpSCs as a potential treatment of PD, TBI, and stroke.

PD: ISCO’s most advanced project is the neural stem cell program for the treatment of Parkinson’s disease. In 2013, ISCO published in Nature Scientific Reports the basis for its patent on a new method of manufacturing neural stem cells, which is used to produce the clinical-grade cells necessary for future clinical studies and commercialization. In 2014, ISCO completed the majority of the preclinical research, establishing the safety profile of NSC in various animal species, including non-human primates. In June 2016, ISCO published the results of a 12-month preclinical non-human primate study, which demonstrated the safety, efficacy and mechanism of action of the ISC- hpNSC®. In 2017, ISCO dosed four patients in its Phase I trial of ISC-hpNSC®, human parthenogenetic stem cell-derived neural stem cells for the treatment of Parkinson’s disease. ISCO reported 12-month results from the first cohort and 6-month interim results of the second cohort at the Society for Neuroscience annual meeting (Neuroscience 2018) in November 2018. In April 2019, ISCO announced the completion of subject enrollment, with the 12th subject receiving a transplantation of the highest dose of cells. There have been no safety signals or serious adverse effects seen to date as related to the transplanted ISC-hpNSC® cells.

ISCO announced the successful completion of the dose escalating phase 1 clinical trial in June 2021. In terms of preliminary efficacy, where scores are compared against baseline before transplantation, ISCO observed a potential dose-dependent response with an apparent peak effectiveness at its middle dose. The % OFF-Time, which is the time during the day when levodopa medication is not performing optimally and PD symptoms return, decreased an average 47% from the baseline at 12 months post transplantation in cohort 2. This trend continued through 24 months where the % OFF-Time in the second cohort dropped by 55% from the initial reading. The same was true for % ON-Time without dyskinesia, which is the time during the day when levodopa medication is performing optimally without dyskinesia. The % ON-Time increased an average of 42% above the initial evaluation at 12 months post-transplantation in the second cohort.

Stroke: In August 2014, ISCO announced the launch of a stroke program, evaluating the use of ISC-hpNSC® transplantation for the treatment of ischemic stroke using a rodent model of the disease. ISCO has a considerable amount of safety data on ISC-hpNSC® from the Parkinson’s disease program and, as there is evidence that transplantation of ISC-hpNSC® may improve patient outcomes as an adjunctive therapeutic strategy in stroke, having a second program that can use this safety dataset is therefore a logical extension. In 2015, ISCO together with Tulane University demonstrated that NSC can significantly reduce neurological dysfunction after a stroke in animal models.

TBI: In October 2016, ISCO announced the results of the preclinical rodent study, evaluating the use of ISC-hpNSC® transplantation for the treatment of TBI. The study was conducted at the University of South Florida Morsani College of Medicine. ISCO demonstrated that animals receiving injections of ISC-hpNSC® displayed the highest levels of improvements in cognitive performance and motor coordination compared to vehicle control treated animals. In February 2019, ISCO published the results of the preclinical study in Theranostics, a prestigious peer-reviewed medical journal. The publication titled, “Human parthenogenetic neural stem cell grafts promote multiple regenerative processes in a traumatic brain injury model,” demonstrated that the clinical-grade neural stem cells used in its Parkinson’s disease clinical trial, ISC-hpNSC®, significantly improved TBI-associated motor, neurological, and cognitive deficits without any safety issues.

Anti-Aging Cosmetic Market – Skin Care Products

ISCO’s wholly owned subsidiary Lifeline Skin Care, Inc. (“LSC”) develops, manufactures and sells skin care products based on two core technologies: encapsulated peptides derived from hpSC and specially discovered small molecules. LSC’s products include:

LSC’s products are regulated as cosmetics. LSC’s products are sold domestically through a branded website and ecommerce partners.

FINANCIAL INFORMATION

Pro Forma Financial Information

The following unaudited pro forma consolidated financial information is presented to illustrate the estimated effects of the Transaction on ISCO's historical financial statements, as if the Transaction had been completed as of the dates indicated.

INTERNATIONAL STEM CELL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 10, 2026, International Stem Cell Corporation ("ISCO" or the "Company") entered into a Membership Interest Purchase Agreement (the "MIPA") with American Type Culture Collection, Inc. ("ATCC"), providing for the sale of 100% of the membership interests of its wholly-owned subsidiary Lifeline Cell Technology, LLC ("LCT"). The purchase price is $25,000,000, subject to adjustment based on estimated net working capital, estimated closing date cash and estimated closing date indebtedness. The cash consideration payable to ISCO at closing will equal the purchase price, less the escrow amount required to be deposited with the escrow agent. The escrow amount consists of a $100,000 adjustment escrow amount and a $2.5 million indemnity escrow amount. The transaction is expected to close on or about August 24, 2026. ISCO's other wholly-owned subsidiary, Lifeline Skin Care, Inc. ("LSC"), is not part of this transaction.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and give effect to the disposition of LCT. Included herein are:

1. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026

2. Unaudited Pro Forma Condensed Consolidated Statement of Operations – Three Months Ended March 31, 2026

3. Unaudited Pro Forma Condensed Consolidated Statement of Operations – Three Months Ended March 31, 2025 (Voluntary Comparative)

4. Unaudited Pro Forma Condensed Consolidated Statement of Operations – Year Ended December 31, 2025

5. Unaudited Pro Forma Condensed Consolidated Statement of Operations – Year Ended December 31, 2024

These statements should be read in conjunction with ISCO's Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The pro forma information is not necessarily indicative of actual or future results.

INTERNATIONAL STEM CELL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of March 31, 2026

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

INTERNATIONAL STEM CELL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2026

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

INTERNATIONAL STEM CELL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2025

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

INTERNATIONAL STEM CELL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

INTERNATIONAL STEM CELL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2024

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Description of Transaction and Basis of Presentation

On July 10, 2026, International Stem Cell Corporation ("ISCO" or the "Company") entered into a Membership Interest Purchase Agreement (the "MIPA") with American Type Culture Collection, Inc. ("ATCC"), providing for the sale of 100% of the membership interests of its wholly-owned subsidiary Lifeline Cell Technology, LLC ("LCT"). The purchase price is $25,000,000, subject to adjustment based on estimated net working capital, estimated closing date cash and estimated closing date indebtedness. The cash consideration payable to ISCO at closing will equal the purchase price, less the escrow amount required to be deposited with the escrow agent. The escrow amount consists of a $100,000 adjustment escrow amount and a $2.5 million indemnity escrow amount. The transaction is expected to close on or about August 24, 2026. ISCO's other wholly-owned subsidiary, Lifeline Skin Care, Inc. ("LSC"), is not part of this transaction.

The MIPA contains customary representations and warranties by ISCO, LCT and ATCC. In addition, the MIPA contains customary covenants, including covenants requiring ISCO and LCT to use commercially reasonable efforts to conduct the business in the ordinary course, preserve the business organization and preserve material relationships, subject to specified exceptions. The MIPA also contains customary restrictive covenants, restricting ISCO and LCT from taking certain actions during the pre-closing period without ATCC’s consent. ISCO is also subject to a non-solicitation covenant prohibiting solicitation of competing strategic transactions during the period from signing until closing or termination of the MIPA, subject to limited exceptions.

The MIPA includes restrictive covenants applicable for five years after closing, including covenants prohibiting ISCO and its affiliates from soliciting specified business employees or consultants, interfering with specified business relationships of LCT, and engaging in LCT’s business within the applicable geographic area, subject to a customary passive investment exception. The MIPA also includes mutual non-disparagement provisions subject to customary exceptions.

The obligations of the parties to consummate the transaction are subject to customary mutual closing conditions, including the absence of any governmental order prohibiting the transaction and the absence of any governmental litigation challenging the transaction. The agreement contains customary indemnification obligations.

ISCO's other wholly-owned subsidiary, Lifeline Skin Care, Inc. ("LSC"), is not part of this transaction and will remain with ISCO following the closing, along with ISCO's therapeutic research and development operations.

Basis of Presentation

The following unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and give effect to the disposition of LCT as described in Note 1. The pro forma adjustments reflect only Transaction Accounting Adjustments as defined in Rule 11-02(a)(6)(i) of Regulation S-X. No Autonomous Entity Adjustments are applicable, and Management's Adjustments have not been presented.

The unaudited pro forma condensed consolidated balance sheet is presented as of March 31, 2026 as if the Transaction had been consummated on that date. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, and the years ended December 31, 2025 and 2024, are presented as if the Transaction had been consummated on January 1, 2024, the beginning of the earliest annual period presented.

The three months ended March 31, 2025 is presented as a voluntary comparative period pursuant to CFR §210.11-02(c)(2)(i). Two annual periods (FY2025 and FY2024) are presented pursuant to the Smaller Reporting Company accommodation under CFR Rule 11-02(c)(2)(ii).

The pro forma financial statements are based upon available information and assumptions that management believes to be reasonable. They are not necessarily indicative of the financial position or results of operations that would have occurred had the Transaction been consummated on the dates indicated, nor are they indicative of ISCO's future financial performance.

Note 2 – Transaction Accounting Adjustments

The following describes each Transactional Accounting Adjustment reflected in Column B of the financial statements. All adjustments are directly attributable to the Transaction and are factually supportable.

(a) Purchase Price, Cash Proceeds and Escrow Receivable

Reflects (i) receipt of net cash proceeds of $22,050,000 at closing and (ii) recognition of an escrow receivable (current asset) of $2,600,000, as follows (in thousands):

The escrow of $2,600,000 is classified as a current asset (escrow receivable) and comprises three tranches: (i) $100,000 working capital holdback released approximately 90 days post-closing (subject to working capital true-up – see Note 4); (ii) $1,500,000 indemnification holdback released approximately 6 months post-closing; and (iii) $1,000,000 indemnification holdback released approximately 9 months post-closing. Tranches (ii) and (iii) are subject to indemnification claims. All three tranches are classified as current given expected release within 12 months of the balance sheet date.

(b) Removal of LCT Historical Assets and Liabilities

Reflects the elimination of LCT's assets and liabilities from the pro forma condensed consolidated balance sheet as of March 31, 2026. LCT's net assets transferred on a post-intercompany-cleanup basis are $2,702,508, as follows (in thousands):

The intercompany receivable of $8,746,139 owed by ISCO parent to LCT is eliminated in ISCO's consolidated financial statements and is forgiven on LCT's standalone books on August 23, 2026 (the day before the anticipated closing), with no impact on ISCO's consolidated balance sheet. See also Note 8.

(c) Removal of Historical Operations

Reflects the elimination of LCT's historical revenues, cost of sales, and operating expenses (research and development, general and administrative, and selling and marketing) for each period presented. These eliminations are based on LCT's standalone financial statements derived from ISCO's internal segment reporting.

LCT had no debt obligations; accordingly, no adjustment is made to interest expense or interest expense – related party, both of which remain with ISCO parent. Certain corporate overhead and shared service costs historically allocated to LCT have not been removed from the pro forma statements of operations because they are expected to continue to be incurred by ISCO following the disposition. See Note 2(f) and Note 6.

(d) After-Tax Gain on Sale and Tax Effect

The estimated pre-tax gain on sale of LCT of $21,947,000 is excluded from the pro forma statements of operations as a nonrecurring item directly attributable to the Transaction. The after-tax gain of $21,556,000 is credited directly to accumulated deficit on the pro forma balance sheet. An estimated income tax payable of $391,000 is recognized as a current liability on the pro forma balance sheet. The gain is calculated as follows (in thousands):

For further detail on the tax rate assumptions, see Note 3.

(e) Estimated Transaction Costs

Estimated Transaction costs of $600,000 directly attributable to the Transaction are nonrecurring and are excluded from the pro forma statements of operations per SEC Staff guidance. These costs are reflected solely as a reduction of net cash proceeds on the pro forma balance sheet. See Note 5 for further detail.

(f) Stranded and Shared Costs

Certain corporate overhead and shared service costs that were historically allocated to LCT consisted of only those that related directly to production and overhead allocations and these have been removed from the pro forma statements of operations through the adjustment already reflected. Other costs including portions of general and administrative expenses related to public company infrastructure, executive management, finance, legal, related party note interest as well as human resource activities – supported both LCT and ISCO's continuing operations and are expected to continue to be incurred by ISCO following the disposition and were never allocated. See Note 6 for further detail.

Note 3 – Tax Rate Assumptions

The total statutory rate is comprised of the federal statutory rate of 21% plus California franchise tax rate of 8.84% plus Arizona income tax of 4.9% plus Maryland income tax of 8.25%.

The Transaction is structured as a membership interest sale, which is treated as an asset sale for income tax purposes.

The effective tax rate of 1.78% was calculated as the tax on the gain with reference to the pre-tax book gain on sale of LCT.  The effective tax rate and calculated tax liability differs from the statutory tax rate as a result of the following items:

(i) After considering IRC 382 & 383 limitations, there were approximately $17 million in net operating losses and $192 thousand of R&D credits available to offset a portion of the taxable gain from the transaction. For state purposes, there was approximately $126 thousand of California R&D tax credits available for utilization.

(ii) For the 2026 tax year, California suspended the use of California net operating losses.

(iii) The effect of state apportionment resulted in a reduction from the statutory state tax rates.

Note 4 – Working Capital Adjustment

The MIPA provides for a post-closing working capital true-up. A working capital escrow holdback of $100,000 has been established and will be released within 30 days following the determination of the closing working capital, which is expected to occur approximately 90 days after the closing date. The pro forma financial statements reflect a $0 working capital adjustment as the final amount cannot be determined prior to the preparation of the closing balance sheet. The actual working capital adjustment may increase or decrease the gain on sale and the net cash received.

Note 5 – Estimated Transaction Costs

Transaction costs directly attributable to the Transaction total$600,000 and are comprised of the following:

These costs are nonrecurring and are excluded from the pro forma statements of operations. They are reflected as a reduction of net cash proceeds on the pro forma balance sheet only.

Note 6 – Stranded and Shared Costs

Certain costs of ISCO that were historically allocated to LCT will continue to be incurred following the disposition. These stranded costs relate only to labor overhead allocation for production purposes for employees not directly employed by LCT. Costs that were never allocated include the corporate overhead expenses related to ISCO's public company obligations (SEC reporting, audit fees, legal fees, directors’ and officers’ insurance), executive management, finance and accounting, human resource activities and information technology infrastructure that supported both LCT and ISCO's continuing therapeutic research and development and LSC operations.

These costs are not considered stranded costs as they were never allocated and therefore have not been removed from the pro forma statements of operations because they represent ongoing costs of ISCO's continuing operations and will not be eliminated as a result of the Transaction.

Note 7 – Transition Services Agreement

The Company and ATCC have entered into a Transition Services Agreement ("TSA") pursuant to which ISCO will provide certain transition services to ATCC for a defined period following the closing of the Transaction. No TSA income has been reflected in the pro forma statements of operations as management has determined that any fees payable under the TSA are not material to ISCO's continuing operations and do not represent a component of ISCO's

Note 8 – Intercompany Transactions

As of March 31, 2026, ISCO parent had an intercompany payable to LCT of $8,746,139, representing amounts advanced to ISCO parent by LCT in the ordinary course of business. This intercompany balance is eliminated in ISCO's consolidated financial statements and therefore does not appear on the historical consolidated balance sheet.

Pursuant to the MIPA, this intercompany receivable will be forgiven and eliminated on LCT's standalone books on August 23, 2026 (the day before closing). This forgiveness has no impact on ISCO's consolidated financial statements, as the receivable and payable are eliminated in consolidation. The forgiveness entry is a necessary pre-closing step to ensure LCT's net assets transferred to ATCC reflect only third-party assets and liabilities.

Note 9 – ASC 205-20 – Discontinued Operations

The Company has determined that the disposition of LCT constitutes a discontinued operation under ASC 205-20, Presentation of Financial Statements – Discontinued Operations, based on the following: 

Classification date: July 10, 2026 (the date the MIPA was executed and all criteria for classification as held-for-sale under ASC 360-10 were met simultaneously). The classification date falls after the June 30, 2026 Q2 balance sheet date.Q2 2026 Form 10-Q (due August 14, 2026): The July 10, 2026 signing is a subsequent event relative to the June 30, 2026 balance sheet date. LCT is not presented as held-for-sale on the Q2 balance sheet and the Q2 income statement is not recast as discontinued operations. The Q2 2026 Form 10-Q will disclose the signing of the MIPA as a subsequent event pursuant to ASC 855.

Q3 2026 Form 10-Q and subsequent periods: Beginning with the Q3 2026 Form 10-Q (period ending September 30, 2026), LCT's results will be presented as discontinued operations and all comparative periods presented therein will be recast accordingly.

Gain recognition: The full gain on sale will be recognized in Q3 2026, the period of disposal, upon closing on August 24, 2026, pursuant to ASC 205-20-45-3.

These pro forma financial statements present LCT's historical results as an adjustment in Column B (Transaction Accounting Adjustments) rather than as a separate discontinued operations line, consistent with Article 11 of Regulation S-X and SEC Staff guidance on the presentation of pro forma financial information for completed or probable dispositions.

Book Value of Assets Being Sold

As of March 31, 2026, the net book value of the assets and liabilities of LCT (the business being sold in the Transaction) was approximately $2,703,000. The Adjusted purchase price of $25,250,000 (subject to other adjustments related to transaction costs and working capital) represents a premium of approximately $22,547,000 to the net book value of LCT's assets.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE INTERESTS SALE

The following discussion is a general summary of certain anticipated U.S. federal income tax consequences of the Interests Sale to the Company. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, currently applicable and proposed Treasury Regulations under the Code (the “Treasury Regulations”), and published rulings and decisions, all as currently in effect as of the date of this information statement, and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Tax considerations under state, local, and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this information statement. This summary does not describe application of the installment sale rules to the extent any of the assets of the Company are sold at a gain. In addition, neither the Company nor ATCC has requested or will request an opinion from their respective counsel or a ruling from the Internal Revenue Service (“IRS”) as to the U.S. federal income tax consequences of the transactions described herein. This summary is not binding on the IRS or necessarily indicative of the IRS’ view, and there can be no assurance that the IRS (or a court, in the event of an IRS challenge) will agree with the conclusions stated herein. 

This summary also does not describe any tax consequences to our stockholders (including as a result of a liquidation or deemed liquidation of the Company or as a result of a distribution by the Company to our shareholders). Accordingly, the stockholders are advised and expected to consult their own tax advisors regarding the U.S. federal, state and local income tax consequences of the Interests Sale in light of their particular circumstances and the tax consequences of the Interests Sale under U.S. federal non-income tax laws and state, local and non-U.S. tax laws. This summary is for general information only and is not tax advice. 

The Interests Sale is entirely a corporate action. Our U.S. stockholders will not realize any gain or loss for U.S. federal income tax purposes solely as a result of the Interests Sale.

The Interests Sale likely will be treated as a taxable sale of corporate assets in exchange for certain cash payments. The amount of gain or loss we recognize with respect to the sale of a particular asset will be measured by the difference between the amount realized by us on the sale of that asset and our tax basis in that asset. For purposes of determining the amount realized by us with respect to specific assets, the total amount realized by us will generally be allocated in proportion to their respective fair market values. Our basis in our assets is generally equal to their cost, as adjusted for certain items, such as depreciation. The determination of whether we will recognize gain or loss will be made with respect to each of the assets sold. Accordingly, we may recognize gain on the sale of certain assets and loss on the sale of certain others, depending on the amount of consideration allocated to an asset as compared with the basis of that asset.

We believe that the fair market value of the consideration (including any assumed liabilities) received from ATCC exceeds the adjusted tax basis in the assets being sold; in that case, we will likely incur U.S. federal income tax as a result of the Interests Sale. We anticipate that our tax attributes, including our U.S. federal net operating loss carryforwards (“NOLs”), will be available to partially reduce our U.S. federal income tax liability resulting from such gain, even after taking into account applicable limitations under the Code.

In addition, in general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to annual limitations on its ability to use its pre-change NOLs or other tax attributes to offset future taxable income or reduce taxes. Our past issuances of stock and other changes in our stock ownership may have resulted in an ownership change within the meaning of Section 382 of the Code; accordingly, our pre-change NOLs may be subject to limitation under Section 382 of the Code.

INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTION 

None of the directors and executive officers of the Company have interests in the Transaction that may be different from, or in addition to, the interests of the Company’s stockholders generally.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of ISCO's Common Stock as of the Record Date, July 10, 2026, by: (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock; (ii) each of the Company's directors; (iii) each of the Company's named executive officers; and (iv) all of the Company's directors and executive officers as a group.

The following table sets forth information regarding the beneficial ownership of our common stock and our preferred stock as of the Record Date, July 10, 2026, by (i) each person who is known by us to beneficially own 5% or more of our common stock or 5% or more of our preferred stock, (ii) each of our directors and named executive officers, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Other than for matters adversely affecting the rights and preferences of the preferred stock, the shares of our preferred stock (other than shares of Series I-2 preferred stock, which is non-voting) vote together with the shares of common stock on most matters, with the shares of preferred stock entitled to cast a number of votes equal to the number of shares of common stock into which the shares of preferred stock could be converted. As of July 10, 2026, there were a total of 5,254,353 shares of preferred stock outstanding that were convertible into a total of 7,518,830 shares of common stock. Dr. Andrey Semechkin and Dr. Russell Kern, either directly or through entities that they control, beneficially own a total of 5,004,353 shares of preferred stock, that could be converted into a total of 5,435,496 shares of common stock. As such, Dr. Andrey Semechkin and Dr. Russell Kern control approximately 72.3% of the voting power of the preferred stock. The shares of common stock issuable upon conversion of the preferred stock are reflected in the following table.

In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of such person, shares of Common Stock subject to any warrants or options held by that person that are currently exercisable or exercisable within 60 days of July 10, 2026 were deemed to be outstanding, and shares of preferred stock owned by such person and convertible into Common Stock were deemed to be converted into Common Stock. Such shares were not deemed to be outstanding, however, for the purpose of computing the percentage ownership of any other person.

RISK FACTORS

In evaluating the Transaction, stockholders should carefully consider the following risk factors, in addition to the other information contained in this Information Statement and the Company's filings with the SEC:

Risks Related to the Transaction

The Transaction may not be completed on the anticipated timeline or at all.

The completion of the sale of 100% of the membership interests in LCT to ATCC pursuant to the MIPA is subject to numerous closing conditions, many of which are beyond the Company’s control. These conditions include, among others, the accuracy of each party’s representations and warranties, the performance of pre-closing covenants, the absence of a material adverse effect, the absence of any governmental order or restraint prohibiting the Transaction, and the expiration of a 20-day waiting period following the filing of the Information Statement with the SEC under Regulation 14C. If any of these conditions are not satisfied or waived on a timely basis, the closing of the Transaction may be delayed or may not occur at all.

The MIPA provides that either party may terminate the agreement if the closing has not occurred within 60 days of execution (subject to automatic extension in the event of SEC review delays). While stockholder approval has been obtained via written consent of the requisite holders, the Information Statement process with the SEC must be completed before the Transaction can close. Any delays in the SEC review process, difficulties in satisfying the closing conditions, or the occurrence of events that would render the conditions incapable of being satisfied could delay or prevent completion of the Transaction. There can be no assurance that the Transaction will be completed within the anticipated timeframe or at all.

The MIPA may be terminated under certain circumstances, and the Company may be unable to complete the Transaction due to events beyond its control.

The MIPA contains a number of termination provisions that could prevent the Transaction from being completed. The MIPA may be terminated by: (a) mutual written consent of the parties; (b) either party if the closing has not occurred within 60 days (with automatic extension for SEC review delays), provided the terminating party did not cause the failure; (c) either party if a court or other governmental authority issues a final, nonappealable order prohibiting the Transaction; (d) ATCC if the Company breaches its representations, warranties, or covenants and fails to cure within 15 days of notice; (e) the Company if ATCC breaches its obligations and fails to cure within 15 days; or (f) ATCC if the Stockholder Written Consent is not delivered within 24 hours of execution.

Certain of these termination triggers, such as the issuance of a final governmental order or regulatory action prohibiting the Transaction, are entirely beyond the Company’s control. If the MIPA is terminated, the Company will not receive the purchase price or realize the anticipated benefits of the Transaction, and will have incurred significant costs in pursuing the Transaction. Upon termination, no party has further liability to the other, except in the case of fraud or willful and material breach of the MIPA.

If the Transaction is not completed, the Company’s business, financial condition, and stock price may be adversely affected.

If the Transaction is not completed for any reason, the Company may be subject to a number of material risks. The announcement of the Transaction and the subsequent failure to complete it could harm the Company’s reputation with customers, suppliers, and other business partners. The market price of the Company’s common stock may decline to the extent that the current market price reflects an assumption that the Transaction will be completed. In addition, the Company’s management has devoted, and will continue to devote, substantial time and resources to the Transaction, which could otherwise have been directed to other business opportunities and operations.

Furthermore, the failure to complete the Transaction could result in the loss of key employees who may have been retained in anticipation of the Transaction or who may become uncertain about their future with the Company. The Company may also face negative perceptions among investors, analysts, and others in the financial community. Any of these risks, individually or in combination, could have a material adverse effect on the Company’s business, results of operations, financial condition, and stock price.

The Company will be subject to operating restrictions during the period between execution of the MIPA and the closing.

Under the terms of the MIPA, the Company is subject to significant operating restrictions during the pre-closing period that limit its ability to conduct the business of LCT in the ordinary course without the prior written consent of ATCC. Among other things, the Company may not, without ATCC’s consent: change the organizational documents of the subsidiary; issue or sell any securities; incur indebtedness; make capital expenditures in excess of $15,000 individually or $25,000 in the aggregate per month; acquire any business or material assets; terminate or amend material permits; sell or dispose of material assets; enter into, modify, or terminate material contracts; change employee compensation; or settle litigation above specified thresholds.

These restrictions may prevent the Company from pursuing otherwise attractive business opportunities, responding to competitive developments, or taking actions that the Company’s management might otherwise consider to be in the best interests of the Company and its stockholders. Compliance with these restrictions may impair the Company’s ability to maintain its existing business relationships, retain key personnel, or preserve the value of its business during the pendency of the Transaction.

The announcement and pendency of the Transaction may adversely affect the Company’s business relationships, operating results, and stock price.

The announcement and pendency of the Transaction may create uncertainty for the Company’s customers, suppliers, employees, and other stakeholders. Customers and suppliers may defer purchasing or contracting decisions, seek alternative sources of products or services, or otherwise modify their business relationships with LCT. Competitors may attempt to exploit the uncertainty to attract the Company’s customers, suppliers, or employees. Key employees may seek alternative employment due to uncertainty about their future roles following the Transaction.

In addition, the Company’s stock price may be subject to increased volatility during the pendency of the Transaction. Market participants may speculate about the likelihood of the Transaction being completed, the impact of the Transaction on the Company’s future operations, or the Company’s strategic direction following the closing. These factors could cause the market price of the Company’s common stock to fluctuate significantly, which may adversely affect the Company’s stockholders.

The Company may be required to indemnify ATCC after the closing for breaches of representations and warranties or covenants under the MIPA.

The Company has agreed to indemnify ATCC for damages arising from, among other things: breaches of the Company’s representations and warranties; breaches of the Company’s covenants and agreements; claims by interest holders of the Company; undisclosed indebtedness; transaction expenses; tax liabilities; fraud or willful misconduct; certain employee-related liabilities; and failures related to intellectual property transfers. The Company’s general representations and warranties survive for nine months following the closing, while Specified Representations survive for four years and Fundamental Representations survive for six years.

If ATCC makes indemnification claims against the Company, the Company may be required to pay substantial damages. While the MIPA provides a deductible of $25,000 for certain claims, indemnification claims may be satisfied first from the escrow funds and then directly from the Company. No party is liable for damages exceeding the proceeds actually received from the Transaction (other than in the case of Fraud). The Company’s exposure to indemnification obligations could be material and could adversely affect the Company’s financial condition.

Risks Related to ISCO Following the Transaction

Following the Transaction, the Company’s operations will be substantially reduced and the Company will be heavily dependent on its remaining business lines.

LCT represents a significant portion of the Company’s current business operations, revenue, and assets. Upon the closing of the Transaction, the Company will divest the entirety of the membership interests in LCT and will no longer derive any revenue, operational support, or strategic benefit from that subsidiary. As a result, the Company’s operations will be substantially reduced and the Company will have significantly fewer employees, revenue streams, and assets with which to sustain its continuing business.

The Company’s remaining business lines may not be sufficient to sustain the Company as a going concern without the development of new revenue sources, strategic acquisitions, or other business initiatives. Investors should be aware that the Company following the Transaction will be a significantly smaller enterprise with greater concentration risk in its remaining operations, and there can be no assurance that those remaining operations will be profitable or sustainable over the long term.

There can be no assurance that the Company will be able to successfully deploy the Transaction proceeds.

The Company expects to receive a purchase price of $25,000,000 in connection with the Transaction, subject to customary adjustments for net working capital, closing date cash, and closing date indebtedness, and further subject to the escrow holdbacks described above. Following the closing, the Company will need to identify and evaluate new business opportunities, potential acquisitions, or other uses of capital in order to redeploy the Transaction proceeds in a manner that creates value for stockholders.

There can be no assurance that suitable opportunities will be available, that the Company will be able to consummate any such transactions on favorable terms, or that any deployment of the Transaction proceeds will generate acceptable returns. The Company may face significant competition for attractive acquisition targets or investment opportunities, and the Company’s management team may not have the expertise or resources necessary to execute successfully in new business areas. Any failure to deploy the Transaction proceeds effectively could result in diminished returns for stockholders and a decline in the market price of the Company’s common stock.

The Company may face challenges retaining key employees following the Transaction.

In connection with the closing of the Transaction, the LCT employees will transfer to ATCC. The Company’s remaining employees may experience uncertainty regarding their future roles, compensation, and career prospects within a substantially reduced organization. This uncertainty may lead to attrition among key personnel whose skills, experience, and institutional knowledge are critical to the Company’s continuing operations and future strategic initiatives.

The loss of key employees could impair the Company’s ability to execute its remaining business operations, pursue new opportunities, and maintain the relationships necessary for ongoing success. Competition for qualified personnel is intense, and the Company’s reduced size and uncertain strategic outlook following the Transaction may make it more difficult to attract and retain talented employees. Any significant employee departures could have a material adverse effect on the Company’s business, results of operations, and financial condition.

INFORMATION CONCERNING ACTION BY WRITTEN CONSENT

As described in this Information Statement, the Consenting Stockholders have approved the Transaction by written consent in lieu of a special meeting of stockholders. The Company is not soliciting your proxy or consent in connection with this action, and proxies and consents are not requested from stockholders.

Under Rule 14c-2 of the Exchange Act, the Transaction may not be consummated until at least 20 calendar days after the date on which this Information Statement is first mailed to stockholders of record. The Company anticipates that the Transaction will be consummated as promptly as practicable after the expiration of such 20-calendar-day period, subject to the satisfaction or waiver of the other closing conditions described in this Information Statement.

Costs of This Information Statement

ISCO will bear the entire cost of preparing, printing, and mailing this Information Statement to stockholders. The Company estimates that such costs will be approximately $[●]. The Company may also reimburse brokerage houses, fiduciaries, nominees, and other custodians for their costs of forwarding this Information Statement to beneficial owners of Common Stock held in their names.

Householding

The SEC permits companies and intermediaries such as brokers to satisfy the delivery requirements for information statements with respect to two or more security holders sharing the same address by delivering a single information statement addressed to those security holders. This process, commonly referred to as "householding," potentially means extra convenience for security holders and cost savings for companies.

If you share an address with another stockholder and have received multiple copies of this Information Statement, you may write or call the Company to request delivery of a single copy in the future. If you share an address with another stockholder and have received only one copy of this Information Statement, you may request a separate copy by writing or calling the Company at the following address:

International Stem Cell Corporation
9745 Businesspark Ave
San Diego, California 92131
Attention: Corporate Secretary
Telephone: (760) 940-6383

FUTURE STOCKHOLDER PROPOSALS

If the Transaction is completed, ISCO will continue to be subject to the reporting requirements of the Exchange Act and will continue to file annual, quarterly, and current reports with the SEC. ISCO stockholders who wish to submit proposals for inclusion in the Company's proxy materials for its next annual meeting of stockholders should review the Company’s most recent proxy statement, filed April 29, 2026, the requirements of Rule 14a-8 under the Exchange Act and the Company's Bylaws.

WHERE YOU CAN FIND MORE INFORMATION

ISCO files annual, quarterly, and current reports, information statements, and other information with the SEC. ISCO's SEC filings are available to the public at the SEC's website at www.sec.gov. You may also obtain copies of these documents, free of charge, from:

International Stem Cell Corporation

9745 Businesspark Ave

San Diego, California 92131

Attention: Corporate Secretary

Telephone: (760) 940-6383

You should rely only on the information contained in or incorporated by reference in this Information Statement. ISCO has not authorized anyone else to provide you with different information. This Information Statement is dated [●], 2026. You should not assume that the information contained in this Information Statement is accurate as of any date other than such date.

The following documents filed by ISCO with the SEC are incorporated herein by reference:

ANNEXES

The following documents are attached to this Information Statement as annexes and are incorporated herein by reference:

Annex A - Membership Interest Purchase Agreement, dated as of July 10, 2026, by and among American Type Culture Collection, Inc., Lifeline Cell Technology, LLC, International Stem Cell Corporation (a California corporation), and International Stem Cell Corporation (a Delaware corporation)

* * * * *

By Order of the Board of Directors of

International Stem Cell Corporation

______________________________

Andrey Semechkin

Chief Executive Officer and Co-Chairman of the Board

[●], 2026

ANNEX A

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

American Type Culture Collection, Inc.;

International Stem Cell Corporation (a DE corporation);

International Stem Cell Corporation (a CA corporation);

and

Lifeline Cell Technology, LLC

Dated as of July 10, 2026

TABLE OF CONTENTS

Page

Exhibits

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (as may be amended from time to time, this “Agreement”) is made and entered into as of July 10, 2026, by and among: American Type Culture Collection, Inc., a District of Columbia corporation (“Purchaser”); Lifeline Cell Technology, LLC, a California limited liability company (the “Company”); International Stem Cell Corporation, a California corporation (“Intermediate”) and International Stem Cell Corporation, a Delaware corporation (“Parent” and together with Intermediate, “Seller”). Each of Seller, the Company, Intermediate and Purchaser is sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.

Recitals

A. Seller owns 100% of the issued and outstanding limited liability company interests (the “Interests”) of the Company.

B. The Parties wish to provide for (i) the sale and transfer of 100% of the Interests (such Interests, the “Purchased Interests”) free and clear of any Liens (other than restrictions under securities laws) to Purchaser, and (ii) the employment by Purchaser or its designated Affiliate of certain employees of Seller effective as of Closing, and to provide for certain related transactions, upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements.

C. Each of the respective boards of directors (or other governing body) of Purchaser, Seller and the Company, and Seller as the sole member of the Company, have approved and adopted this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.

D. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Purchaser’s willingness to enter into this Agreement, the stockholders of Seller identified as “Requisite Holders” on Schedule A (such stockholders, the “Requisite Holders”) have entered into Support Agreements, dated as of the date hereof, in the form attached hereto as Exhibit B (the “Support Agreement”), pursuant to which the Requisite Holders have agreed to vote all their shares of Seller’s capital stock in favor of the Transactions, subject to the terms and conditions set forth therein.

E. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Purchaser to enter into this Agreement, Purchaser and Seller have entered into a transition services agreement, in the form attached hereto as Exhibit D (the “Transition Services Agreement”), to be effective upon the Closing.

Agreement

The parties to this Agreement, intending to be legally bound, agree as follows:

1.1. Agreement to Sell and Purchase. At the Closing and upon the terms and subject to the conditions set forth in this Agreement, in exchange for the Purchase Price (as defined below), Seller shall irrevocably sell, assign, transfer, convey and deliver all of the Purchased Interests of Seller, free and clear of all Liens (other than restrictions under securities laws), to Purchaser or its designated Affiliate, and Purchaser or its designated Affiliate shall acquire and accept, all right, title and interest in, to and under the Purchased Interests.

1.2. Closing. The closing of the Transactions (“Closing”) shall take place by electronic exchange (by .PDF, email or other form of electronic communication), at 9:00 a.m. Eastern Time on the second Business Day following the full satisfaction or waiver (by the Party entitled to the benefit of such condition) of the closing conditions set forth in Section 8 (other than those conditions that by their terms or nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time as Purchaser and Seller may agree in writing. The date on which Closing actually occurs shall be referred to herein as the “Closing Date”.

1.3. Purchase Price; Closing Consideration.

(a) The aggregate purchase price for the Purchased Interests to be paid by Purchaser to Seller pursuant to this Agreement (the “Purchase Price”) will be equal to:

(i) twenty-five million U.S. dollars ($25,000,000), plus or minus

(ii) the Estimated Net Working Capital Adjustment, plus

(iii) the Estimated Closing Date Cash, minus

(iv) the Estimated Closing Date Indebtedness.

(b) “Closing Consideration” means: (i) the Purchase Price, minus (ii) the Escrow Amount.

1.4. Closing Deliveries and Payments.

(a) On the Closing Date, Purchaser will deliver, or cause to be delivered:

(i) to Seller, by wire transfer of immediately available funds in accordance with the wire instructions provided by Seller at least three Business Days prior to the Closing, an aggregate amount in cash equal to the Closing Consideration;

(ii) to the Escrow Agent, the Escrow Amount, as set forth in Section 1.6(a);

(iii) a counterpart to the Escrow Agreement duly executed by Purchaser and the Escrow Agent; and

(iv) counterparts to each of the other Ancillary Agreements to which Purchaser is party, in each case, duly executed by Purchaser.

(b) On the Closing Date, Seller will deliver, or cause to be delivered:

(i) a membership interest assignment, in the form attached hereto as Exhibit F, duly executed by Seller;

(ii) a certificate signed by an authorized officer of each of Seller and the Company which shall (i) attach and certify a copy of all resolutions adopted by the governing body of Seller or the Company, as applicable, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Seller or the Company is party, as applicable, and the consummation of the Transactions, and (ii) certify that all such resolutions were duly adopted in connection with the Transactions and have not been revoked, repealed or otherwise modified;

(iii) letters of resignations from each of the officers, directors and managers of the Company set forth on Schedule 1.4(b)(iii), duly executed by such Persons and in form and substance reasonably acceptable to Purchaser, to be effective as of the Closing;

(iv) a properly executed IRS Form W-9 from Seller;

(v) a certificate of good standing for each of the Company and Seller, in each case, certified by the Secretary of State of the State of California or the Secretary of State of the State of Delaware, respectively, dated as of no more than five days prior to the Closing Date;

(vi) a certificate of good standing for the Company certified by the Secretary of State of the State of Maryland, dated as of no more than five days prior to the Closing Date;

(vii) each of the Ancillary Agreements to which Seller or the Company is a party duly executed by Seller or the Company, as applicable;

(viii) intentionally ommitted

(ix) evidence of the termination of each of the Contracts set forth on Schedule 1.4(b)(ix), in form reasonably acceptable to Purchaser;

(x) the Closing Release;

(xi) Seller IP Assignment Agreement, in the form attached hereto as Exhibit G, duly executed by Seller, exclusively assigning any Intellectual Property used in the Business in which Seller has any right to the Company;

(xii) evidence reasonably satisfactory to Purchaser that all notifications, consents and approvals listed in Schedule 1.4(b)(xii) were timely delivered or obtained;

(xiii) payoff letters with respect to any Debt of the Company set forth on Schedule 1.4(b)(xiii) from each applicable creditor, in form and substance reasonably acceptable to Purchaser, indicating that upon payment of the amount set forth therein, such creditor shall execute and/or file Uniform Commercial Code Termination Statements to release its Liens and other security interests in the assets and properties of Company, and that all obligations with respect to such Debt shall be satisfied; and

(xiv) evidence reasonably satisfactory to Purchaser that Company has cash in its bank equal to at least $250,000.

1.5. Post Closing Adjustment to Closing Consideration.

(a) Not less than three Business Days prior to the Closing Date, Seller shall deliver to Purchaser a written statement executed by an authorized officer of Seller (the “Estimated Closing Statement”) setting forth in reasonable detail (i) Seller’s calculation of the Purchase Price and the Closing Consideration and (ii) Seller’s good faith estimate of (A) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the Estimated Net Working Capital Adjustment, (B) the Closing Date Cash (the “Estimated Closing Date Cash”), (C) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), and (D) the Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”).

(b) Within 90 days following the Closing, Purchaser shall prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth in reasonable detail its calculation of (i) the Closing Date Net Working Capital and the Net Working Capital Adjustment, (ii) the Closing Date Cash, (iii) the Closing Date Indebtedness, and (iv) the Closing Date Transaction Expenses. The Closing Statement shall be prepared in accordance with the Accounting Principles and the definitions of Closing Date Net Working Capital, Net Working Capital Adjustment, Closing Date Cash, Closing Date Indebtedness and Closing Date Transaction Expenses. To the extent reasonably requested by Seller, following the Closing, Purchaser shall provide to Seller and its representatives reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of Purchaser (subject to the execution of customary work paper access letters, if requested), to work papers and books and records relating to the preparation of the Closing Statement and to its employees who are knowledgeable about the preparation of the Closing Statement, in each case, solely for the purpose of assisting Seller and its representatives in their review of the Closing Statement and the calculations contained therein. If Purchaser fails to deliver the Closing Statement in such 90-day period, then Seller shall thereafter have the right to declare the Estimated Closing Statement final, in which case, the Estimated Closing Statement shall be final and binding upon the parties hereto for all purposes hereunder.

(c) If Seller disagrees with the calculations in the Closing Statement, Seller shall notify Purchaser of such disagreement in writing (the “Dispute Notice”) no later than the 30th day after delivery of the Closing Statement (the “Dispute Period”). The Dispute Notice must set forth in reasonable detail (i) any item on the Closing Statement which Seller believes has not been prepared in accordance with this Agreement (each such disputed item, a “Disputed Item”) and Seller’s determination of the amount of such Disputed Item and (ii) Seller’s alternative calculation of the Closing Date Net Working Capital and Net Working Capital Adjustment, the Closing Date Cash, the Closing Date Indebtedness and/or the Closing Date Transaction Expenses, as the case may be. If a Dispute Notice executed by Seller is not delivered to Purchaser in accordance with this Section 1.5(c) prior to the expiration of the Dispute Period, then Seller shall be deemed to have agreed to the Closing Statement, in which event the Closing Statement shall be deemed to be final and binding on the parties hereto. Any item or amount that Seller does not dispute in reasonable detail in the Dispute Notice prior to the expiration of the Dispute Period shall be final, binding and conclusive on the parties hereto for all purposes hereunder.

(d) In the event any such Dispute Notice is timely provided, Purchaser and Seller shall use commercially reasonable efforts for a period of 15 days after the date of such Dispute Notice (or such longer period as they may mutually agree to in writing) to resolve any disagreements with respect to any Disputed Item(s) identified in the Dispute Notice. If, at the end of such 15-day period (or such longer period as mutually agreed), Seller and Purchaser remain unable to resolve the dispute in its entirety, then the unresolved items and amounts thereof in dispute shall be submitted to a nationally recognized financial services firm, reasonably acceptable to Purchaser and Seller, which shall not be the independent accountants of Purchaser or Seller (the “Dispute Auditor”). The Dispute Auditor shall determine, based solely on the provisions of this Section 1.5, the Accounting Principles, the definitions of Closing Date Net Working Capital, Net Working Capital Adjustment, Closing Date Cash, and Closing Date Indebtedness and the written presentations by Seller and Purchaser, and not by independent review, only those Disputed Items that remain then in dispute as set forth in the Dispute Notice.

(e) The Dispute Auditor’s determination of the Closing Date Net Working Capital, the Net Working Capital Adjustment, the Closing Date Cash, and the Closing Date Indebtedness, as applicable, shall be made within 30 days after the dispute is submitted for its determination and shall be set forth in a written statement delivered to Seller and Purchaser. The Dispute Auditor shall have exclusive jurisdiction over, and resorting to the Dispute Auditor as provided in this Section 1.5 shall be the only recourse and remedy of the Parties against one another with respect to, those items and amounts that remain in dispute under this Section 1.5. The costs and expenses of the Dispute Auditor will be apportioned between Seller and Purchaser based upon the relative extent (expressed as a percentage) to which the positions of Seller and Purchaser are upheld by the Dispute Auditor (as determined, in the case of any disagreement between Seller and Purchaser, by the Dispute Auditor).

(f) Seller and Purchaser shall, and shall cause their respective Affiliates and Representatives to, cooperate in good faith with the Dispute Auditor, and shall give the Dispute Auditor access to all data and other information (including relevant books and records) within such party’s control it reasonably requests for purposes of such resolution. There shall be no ex parte communications between any party hereto (or its Representatives), on the one hand, and the Dispute Auditor, on the other hand, relating to any Disputed Item. The Dispute Auditor shall consider only those Disputed Items identified in the Dispute Notice with respect to which Seller and Purchaser have been unable to agree, and shall act as an expert only (and thus not as an arbitrator). In no event shall the decision of the Dispute Auditor assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by either Purchaser or Seller or lesser than the smallest value for such Disputed Item claimed by either Purchaser or Seller. Any determinations made by the Dispute Auditor pursuant to this Section 1.5 shall be final, non-appealable and binding on the Parties hereto and shall not be subject to dispute, appeal, proceeding or challenge for any reason and shall not be subject to judicial review, absent manifest error or fraud.

(g) “Adjustment Amount” means the net amount, which may be positive or negative, equal to: (i) the amount of the Net Working Capital Adjustment (based on the Closing Date Net Working Capital (as finally determined in accordance with this Section 1.5) (which amount may be positive or negative)); plus (ii) (a) the Closing Date Cash (as finally determined in accordance with this Section 1.5); minus (b) the Estimated Closing Date Cash; plus (iii) (a) the Estimated Closing Date Indebtedness; minus (b) the amount of Closing Date Indebtedness (as finally determined in accordance with this Section 1.5).

(i) If the Adjustment Amount is a positive number, then within five Business Days after the final determination of the amount, (A) Purchaser shall pay an amount in cash to Seller equal to the Adjustment Amount and (B) Purchaser and Seller shall deliver joint written instructions to the Escrow Agent in accordance with the Escrow Agreement and Seller shall be entitled to recover the Adjustment Escrow Fund.

(ii) If the Adjustment Amount is a negative number, then within five Business Days after the final determination of such amount, (A) Purchaser and Seller shall deliver joint written instructions to the Escrow Agent in accordance with the Escrow Agreement and Purchaser shall be entitled to recover an amount equal to the Adjustment Amount from the Adjustment Escrow Fund and (B) to the extent the Adjustment Amount exceeds the Adjustment Escrow Fund, Seller shall pay an amount in cash to Purchaser equal to the Adjustment Amount minus the Adjustment Escrow Fund.

(iii) If the Adjustment Amount is a negative number that (expressed as a positive number) is less than the Adjustment Escrow Amount, then within five Business Days after the final determination of the amount, Purchaser and Seller shall deliver joint written instructions to the Escrow Agent and Seller shall be entitled to recover the remaining portion of the Adjustment Escrow Fund due to Seller.

(h) Notwithstanding anything to the contrary contained herein, no line item included in the calculation of Closing Date Net Working Capital and Net Working Capital Adjustment, the Closing Date Cash or the Closing Date Indebtedness, shall be duplicative of any other line item included in such other calculations.

1.6. Escrow.

(a) On the Closing Date, Purchaser (or one of its designees) shall deliver to the Escrow Agent, as a contribution to the Escrow Funds, (i) the Adjustment Escrow Amount, which shall be deposited in an account designated for the purpose of securing any recovery of the Adjustment Amount by Purchaser under Section 1.5 and (ii) the Indemnity Escrow Amount, which shall be deposited in an account designated for the purpose of securing certain indemnity obligations of Seller to Indemnified Parties pursuant to Section 7.6. The Escrow Funds shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the terms of the Escrow Agreement.

(b) Purchaser shall be treated as the owner of the Escrow Funds for Tax purposes. Any income and gains of the Escrow Funds shall be available to Purchaser as part of the Escrow Funds, but if not paid to Purchaser in connection with a negative Adjustment Amount in accordance with Section 1.5(g)(ii) or the satisfaction of Seller’s indemnity obligations under Article 7 shall ultimately be distributable to Seller (less any applicable tax distributions pursuant the Escrow Agreement) in accordance with this Agreement and the Escrow Agreement.

1.7. Withholding. Notwithstanding anything herein to the contrary, Purchaser, the Escrow Agent, the Company, Seller and their respective agents (each, a “Withholding Agent”) shall be entitled to deduct and withhold from the Purchase Price and any other payments contemplated by this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law, or any other Laws; provided, however, the Withholding Agent shall provide Seller with a reasonable opportunity to minimize the amount of any applicable withholding. To the extent that amounts are so withheld and paid to the appropriate Governmental Body, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding were made.

Each of Seller and the Company represents and warrants to Purchaser, which qualify these representations and warranties solely in the manner described in Section 10.12, except as set forth in the Disclosure Schedule, as follows:

2.1. Authority; Binding Nature of Agreement. The Company has all necessary limited liability company power and authority to enter into and to perform its obligations under this Agreement and has taken all limited liability company action necessary, to execute and deliver this Agreement and the Ancillary Agreements to which the Company is a party and to perform the Company’s obligations hereunder and thereunder. This Agreement and the Ancillary Agreements to which the Company is a party have been duly authorized, executed and delivered by the Company, and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by the other parties hereto and thereto) constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”).

2.2. Subsidiaries; Organization; Etc.

(a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of California and has all necessary limited liability company power and authority to own, lease, sublease and operate the properties and assets its purports to own, lease or sublease, and to conduct its business in the manner in which its business is currently being conducted.

(b) The Company is duly qualified to do business, and is in good standing, under the Laws of every jurisdiction in which the ownership of its properties or the conduct of the Company’s business requires it to be so qualified or in good standing, except where the failure to so qualify could not reasonably be expected to be material to the Company. Part 2.2(b) of the Disclosure Schedule lists all jurisdictions where the Company is qualified to do business.

(c) The Company has delivered or made available to Purchaser true and complete copies of the Company’s Certificate of Formation and the Company’s Restated Operating Agreement (the “Operating Agreement”), including all amendments thereto, as in effect on the date of this Agreement, which organizational documents are in full force and effect as of the date of this Agreement.

(d) The Company does not have any Subsidiaries and does not hold any capital or other Equity Security in any partnership, joint venture or other business organization or entity, nor is it subject to any obligation or requirement to make any investment (in the form of a loan or capital contribution) in any Person.

(e) There are no pending or threatened actions for the dissolution, liquidation or insolvency of the Company.

2.3. Capitalization, Etc.

(a) Part 2.3(a) of the Disclosure Schedule sets forth all of the authorized, issued and outstanding Equity Securities of the Company, including all of the authorized, issued and outstanding Interests.

(b) All of the outstanding Equity Securities are duly authorized and validly issued and have been issued and granted in compliance with all applicable securities Laws. None of the Equity Securities of the Company were issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right, or restrictions on transfer. As of the date of this Agreement, all of the outstanding Equity Securities of the Company are held by Seller free and clear of all Liens.

(c) There are no (i) outstanding securities of the Company convertible or exchangeable into Equity Securities of the Company; (ii) options, warrants, calls, subscriptions or other rights, agreements or other commitments (contingent or otherwise) obligating the Company to issue, sell, transfer, repurchase, redeem or otherwise acquire or retire any Equity Securities, (iii) there are no statutory or contractual preemptive rights, co-sale rights, rights of first refusal or similar rights or restrictions with respect to the Company’s Equity Securities, and (iv) there are no voting trusts or other agreements or understandings among the holders of Equity Securities of the Company or among any other Persons with respect to the voting, transfer or other disposition of any Company’s Equity Securities.

2.4. Non-Contravention; Consents.

(a) Except as set forth in Part 2.4 of the Disclosure Schedule and, with respect to clauses (b) through (e) only, except for violations and defaults that would not be material to the Company, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) violate, conflict with, result in any breach of or constitute a default under any of the provisions of the organizational documents of the Company; (b) conflict with or violate any Law applicable to the Company or to which any of its respective properties or assets are subject; (c) violate, result in a breach of, constitute a default under (or an event that, with or without notice or lapse of time or both would constitute a default), conflict with, require a consent, approval or waiver from, or notice to any Person under, or give to others any rights of termination, acceleration or cancellation of any terms, conditions or provisions of, any Material Contract; (d) result in the creation of or imposition of a Lien on any of the properties or assets of the Company (other than a Permitted Encumbrance); or (e) require a registration, filing, application, notice, consent, approval, order, qualification, or waiver with, to or from any Governmental Body.

(b) Except as set forth in Part 2.4 of the Disclosure Schedule, the Company is not required to observe any waiting period, make any filing with any Governmental Body, or obtain any Consent from any Governmental Body prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by the Company of the Transactions.

2.5. SEC Reports; Financial Statements.

(a) Since January 1, 2024, Seller has filed or furnished each of the Seller SEC Reports. As of their respective dates, after giving effect to any amendments or supplements thereto, the Seller SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and, to the extent applicable, Sarbanes-Oxley Act of 2002 (“SOX”), and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by Seller to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Seller SEC Reports.

(b) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, the notes, if any, thereto) included in the Seller SEC Reports (the “Seller Financial Statements”) complied in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of filing or furnishing the applicable Seller SEC Report, were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by the SEC on Form 8-K, Form 10-Q or any successor or like form under the Exchange Act) and fairly present in accordance with GAAP (subject, in the case of the unaudited interim financial statements, to normal, recurring year end audit adjustments that would not be, individually or in the aggregate, materially adverse to Purchaser) in all material respects the financial position of Seller, as of the respective dates thereof, and the consolidated results of their operations and cash flows for the respective periods then ended.

(c) The Company does not have any Debt for borrowed money and has not guaranteed any other Person’s Debt for borrowed money.

2.6. Absence of Certain Changes. Except as set forth on Part 2.6 of the Disclosure Schedule, since September 30, 2025, (a) there has not been a Material Adverse Effect and, to the Seller’s Knowledge, there has not been any change, event or development or prospective change, event or development that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and (b) Seller has operated the Business in the ordinary course of business, except in connection with the Transaction Agreements and the discussions, negotiations, actions and transactions related hereto and thereto.

2.7. Title to Assets; Sufficiency of Assets.

(a) The Company has good, valid and marketable title to, or holds a valid leasehold interest in (or other right to use), all material properties and assets (whether tangible or intangible) used or held for use by it in connection with the conduct of its business, including the Business. All of such assets are owned by the Company free and clear of any Liens (other than Permitted Encumbrances). The material properties and assets, tangible or intangible, of the Company are adequate and sufficient for the conduct of its business in the manner as currently conducted and in accordance with recent historical practice. All of the material tangible assets of the Company have been maintained in accordance with normal industry practice and are in good operating condition and repair (ordinary wear and tear and ordinary maintenance excepted), except as would not be material to the Company. The Company has good and marketable title to, holds a valid leasehold interest in, or otherwise has the right to use all of the material assets necessary and sufficient for the operation of its business as it is currently being conducted, free and clear of all Liens (other than Permitted Encumbrances), and, as of the Closing, the Company will own, possess or otherwise have the right to use all such assets necessary and sufficient to permit the Company to, immediately after the Closing without interruption, operate its business as operated immediately prior to the Closing, including that the Company will be the sole owner of, and validly possess, all of the materials and related protocols, records and other information currently subject to the IP Escrow Agreement.

(b) The Company is in possession of all books and records and records related to or necessary for the operation of its business, including all research and development reports, data, files, studies or reports, operating reports and records, equipment and spare part logs, test results, operating guides and manuals, financial and accounting records and similar books and records. As of the Closing, Seller will not have any assets used in the Business (other than assets that are de minimis in nature and value).

(c) During the past three years, Seller and the Company have not been, and currently are not, in violation of applicable Law, which would be expected to materially detract from the value, materially interfere with any present or intended use or materially affect the marketability of any of the assets of the Company.

(d) The assets of the Company constitute all of the material assets owned, leased or licensed by Seller or its Affiliates that are used in, are necessary for or directly related to the Business, and none of the assets of Seller or its Affiliates (other than the Company) are or have been material to the foregoing, in each case, in substantially the same manner as conducted by Seller, the Company or any of their respective Affiliates as of the date hereof.

2.8. Accounts Receivable; Accounts Payable.

(a) To the Seller’s Knowledge, all Accounts Receivable on the accounting records of the Company as of the date hereof (including those accounts receivable reflected on the Seller Financial Statements that have not yet been collected and those accounts receivable that have arisen since April 30, 2026 and have not yet been collected) represent valid obligations arising from sales actually made or services actually performed by the Company in the ordinary course of business consistent with past practice and are current and fully collectible. To the Seller’s Knowledge, there is no Legal Proceeding, contest, claim, defense or right of setoff under any Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable. Except as listed on Part 2.8(a) of the Disclosure Schedule, no account debtor (i) is delinquent in its payment by more than 60 days as of May 28, 2026, 2026, (ii) has refused or threatened in writing to refuse to pay its obligations for any reason, or (iii) to the Seller’s Knowledge, is insolvent or bankrupt. Part 2.8(a) of the Disclosure Schedule contains a true, accurate, and complete list of all Accounts Receivable as of May 28, 2026, which list sets forth the aging of each such Account Receivable.

(b) All Accounts Payable that are reflected on the accounting records of the Company as of the date hereof represent valid obligations arising from purchases or commitments actually made by the Company in the ordinary course of business consistent with past practice and are current and payable in accordance with their terms. There is no Legal Proceeding, contest, claim, defense or right of setoff under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Part 2.8(b) of the Disclosure Schedule contains a true, accurate and complete list of all Accounts Payable as of May 28, 2026, which list sets forth the aging of each such Account Payable.

2.9. Equipment. As of the date of this Agreement, all items of material equipment and any other material tangible assets owned by or leased to the Company are adequate for the uses to which they are being put and are in good working condition and repair in all material respects (ordinary wear and tear and ordinary maintenance excepted), free from material defects, and have been maintained in accordance with normal industry practice.

2.10. Real Property; Leasehold.

(a) The Company does not own, nor is it a party to any agreement, obligation, purchase option, right of first refusal, right of first offer, or other contractual right to buy or lease any real property or any interest therein, whether contingent or otherwise.

(b) The Company does not own any real property, and the Company does not own any interest in real property, except for the leaseholds created under the real property leases (including all amendments, extensions, renewals, guarantees, and other agreements with respect thereto) identified in Part 2.10(b) of the Disclosure Schedule (the “Leased Real Property”). Seller has provided to Purchaser a true, correct and complete copy of each lease and document related thereto listed in Part 2.10(b) of the Disclosure Schedule. The Company is in material compliance with such real property leases, and has a valid and subsisting leasehold interest in all Leased Real Property, in each case free and clear of all Liens, other than Permitted Encumbrances. The Company has not granted any other Person the right to occupy or use any Leased Real Property and the Company’s quiet enjoyment of the Leased Real Property under the lease has not been disturbed. There are no written or oral subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right of use or occupancy of any Leased Real Property. Neither Seller nor the Company has received written notice of (i) default, or intention to terminate or not renew, any real property lease or (ii) any eminent domain, condemnation or similar proceeding pending or threatened, against all or any portion of any Leased Real Property.

2.11. Intellectual Property, Data Protection, and Cybersecurity.

(a) Part 2.11(a) of the Disclosure Schedule identifies: (i) each item of Registered IP constituting Company Intellectual Property; (ii) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and (iii) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest. Each item of Registered IP is subsisting, valid, and enforceable. As of the date of this Agreement, no Registered IP that is listed or required to be listed on Part 2.11(a) of the Disclosure Schedule is involved in any interference, opposition, reissue, reexamination, revocation, or equivalent proceeding, in which the scope, validity or enforceability of any such Registered IP is being contested or challenged.

(b) To the Knowledge of the Company, there is no Intellectual Property owned by any third party that (i) the Company in good faith believes is valid and enforceable, (ii) is required by the Company to conduct its business as currently conducted and (iii) the Company is not currently authorized to use. The Company is the exclusive owner and possesses all right, title and interest in and to the Company Intellectual Property free and clear of any Liens other than Permitted Encumbrances. No Company Intellectual Property is subject to any outstanding judgment, injunction, order, decree or agreement materially restricting the Company’s use or licensing thereof. Except as set forth on Part 2.11(b) of the Disclosure Schedule, the Company has not participated in any standards-setting process or made or undertaken any commitment or obligation to license, or offer to license, any Intellectual Property as a result of or in connection with its participation in any standards-setting process.

(c) Neither the Company nor the conduct of the Company’s business, including the Business, infringes, misappropriates or otherwise violates, or has in the past four years, infringed, misappropriated, or otherwise violated any Intellectual Property (excluding Patent and Trademarks) of any Person. To the Knowledge of the Company and Seller, neither the Company nor the conduct of the Company’s business, including the Business, infringes, misappropriates or otherwise violates, or has in the past four years, infringed, misappropriated, or otherwise violated any Patents or Trademarks of any Person. In the past four years, no Person has asserted any written claim (i) challenging or questioning the Company’s right, interest or title in any of the Company Intellectual Property or (ii) alleging infringement, misappropriation or violation of any Intellectual Property by the Company or the conduct of the Company’s business. None of the Company Intellectual Property is subject to any pending or outstanding injunction, directive, order, judgment, or other disposition of dispute that adversely restricts the use, transfer, registration or licensing of any such Company Intellectual Property by the Company.

(d) To the Seller’s Knowledge, in the past four years, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Company Intellectual Property.

(e) Part 2.11(e) of the Disclosure Schedule identifies each Contract pursuant to which any Intellectual Property is licensed, sold, assigned, or otherwise conveyed or provided to the Company, under which any intellectual property material to the Company’s business has been developed, or under which any dispute or threatened dispute has been settled by the Company, other than (i) agreements between the Company and its employees, and, to the extent they have not developed any Intellectual Property that is material to the Company’s business, consultants, (ii) non-disclosure agreements entered into in the ordinary course of business; (iii) non-exclusive licenses to commercially available third-party software on commercially reasonable terms requiring payments by the Company of less than $25,000 individually in any calendar year (“Inbound Licenses”). Except with respect to the agreements listed in Part 2.11(e) of the Disclosure Schedule (or exempted from such listing requirement), the Company is not obligated under any Contract to make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property.

(f) Part 2.11(f) of the Disclosure Schedule lists each Contract pursuant to which the Company or any other Person authorized by the Company grants to any third party a license of Company Intellectual Property, other than (i) non-exclusive licenses that are granted in connection with the sale of Company products or services that are entered into in the ordinary course of business consistent with past practice, and (ii) non-exclusive licenses of Company Intellectual Property granted to service providers of the Company that are incidental to the services provided under the Contracts in which such licenses are granted (“Outbound Licenses”).

(g) The Company has taken reasonable measures, including measures against unauthorized disclosure, to maintain, protect, and enforce its rights in the Company Intellectual Property, including the confidentiality of all its trade secrets and other material confidential information that is Company Intellectual Property, and no such Trade Secrets or other material confidential information has been disclosed to any Person except pursuant to a written valid non-disclosure agreement or other legally enforceable obligations protecting the confidentiality thereof, which such agreements or obligations, as applicable, have not been, to the Knowledge of the Company, breached in any material respect.

(h) All of Seller and the Company’s current and former employees, contractors, consultants and other personnel who have been involved in development or creation of any material Intellectual Property for or on behalf of the Company have executed a written agreement containing a valid, enforceable and irrevocable present assignment of all right, title and interest in and to such Intellectual Property to the Company and agreeing to confidentiality provisions protective of the confidential information of the Company. To Seller’s Knowledge, no such current or former employee, consultant, or independent contractor is in violation of such agreement.

(i) Except as disclosed on Part 2.11(i) of the Disclosure Schedule, no Governmental Body or academic or research institution has any ownership right in, or right to royalties for, any Company Intellectual Property, and no funding or resources of any Governmental Body or academic or research institution were used to develop any part of the Company Intellectual Property.

(j) The execution and delivery of this Agreement and the consummation of the Transactions do not and will not conflict with, alter, or impair, any of the rights of the Company in any material Company Intellectual Property. No Contract to which the Company is a party would, upon or after Closing, grant or purport to grant to any Person any license, covenant not to sue, or other rights related to Intellectual Property owned by Purchaser or any of its Affiliates (other than the Company Intellectual Property). All Intellectual Property used in or necessary to the conduct of the business of the Company as conducted immediately prior to the Closing shall be owned or available for use by the Company immediately after the Closing on terms and conditions substantially the same as those under which the Company owned or used such Intellectual Property immediately prior to the Closing.

(k) The Company has not used Publicly Available Software in a manner that subjects, in whole or in part, the Company Intellectual Property to the Hereditary License obligations that are described in clauses (ii)(a) – (c) of the definition of “Publicly Available Software.” The Company is in compliance with all licensing terms governing Publicly Available Software used by the Company. The Company has not received any written notice from a third party that it is, or they are, in breach of any license with respect to Publicly Available Software. No Company Intellectual Property is subject to any technology or source code escrow arrangement or obligation, and no source code that is included in the Company Intellectual Property has been disclosed to any escrow agent or other Person except for disclosures to employees and independent contractors for the Company that are subject to written confidentiality obligations to maintain the confidentiality of such source code and who have had such access only during the term of their employment by or provision of services to the Company.

(l) The Company and, with respect to the Processing of Company Data, its Data Processors, comply and have complied in all material respects at all times with Company Privacy Policies and Privacy Laws. To the extent required by Privacy Laws or Company Privacy Policies, Personal Information is Processed by the Company and its Data Processors in an encrypted manner. Neither the execution, delivery or performance of this Agreement nor any of the Ancillary Agreements, nor the consummation of the Transactions violate any Privacy Laws or Company Privacy Policies or adversely affect the Company’s rights in, or use of, Company Data. The Company has sufficient rights and authority to permit the Processing of Personal Information by and for the Company as currently conducted. Where the Company uses a Data Processor to Process Personal Information, the Data Processor has provided guarantees, warranties or covenants in relation to Processing of Personal Information, confidentiality and security measures, and has agreed to comply with those obligations in a manner sufficient for the Company’s compliance with Privacy Laws.

(m) To the Knowledge of the Company and to the Knowledge of the Seller, neither the Company nor the conduct of the Company’s business, including the Business, infringes, misappropriates or otherwise violates, or has in the past four years, infringed, misappropriated, or otherwise violated any Patents or Trademarks of any Person. The Company and, to the Seller’s Knowledge, its Data Processor have not, suffered and are not suffering, a Security Incident, have not been and are not required to notify any Person or Governmental Body of any Security Incident, and have not been and are not adversely affected by any Malicious Code, ransomware or malware attacks, or denial-of-service attacks on any Company Information Systems. Neither the Company nor any third party acting at the direction or authorization of the Company, including any Data Processor, has paid any perpetrator of any actual or threatened Security Incident or cyberattack, including, but not limited to, a ransomware attack or a denial-of-service attack. The Company has not received a written notice (including any enforcement notice), letter, demand, lawsuit or complaint from a Governmental Body or any Person alleging noncompliance or potential noncompliance with Privacy Laws or Company Privacy Policies and has not been subject to any Legal Proceeding, audit or investigation or other similar proceeding relating to noncompliance. The Company is not subject to any Legal Proceeding, Governmental Order or Contract with any Governmental Body or other Person which restricts, impairs, encumbers, hinders, or imposes requirements in connection with, its Processing of any Personal Information. The Company is not in material breach or default of any Contracts relating to its Company Information Systems or to Company Data and does not transfer Personal Information internationally except where such transfers comply with Privacy Laws and Company Privacy Policies. The Company maintains, and has maintained, cyber liability insurance with reasonable coverage limits.

(n) The Company has duly provided all relevant Persons with relevant privacy notices, and acquired the consents of such Persons in the Processing of their Personal Information, as required under Privacy Laws, and any Processing of Personal Information by the Company or any Data Processor has been in accordance with such notices and consents. No disclosure made or contained in any such notice or consent is, or has been, materially inaccurate, incomplete, misleading, or deceiving in any way (including without limitation by omission) or has violated Privacy Laws. The Company has made available to Purchaser true, correct and complete copies of all Company Privacy Policies. The Company warrants that any transfer of Personal Information by the Company outside of the EEA or UK complies, and has complied in all material respects, with Privacy Laws. To the Company's Knowledge, any transfer of Personal Information by any Data Processor outside of the EEA or UK complies, and has complied in all material respects, with Privacy Laws.

(o) The Company has established an Information Security Program that (i) includes reasonable administrative, technical, physical, security and organizational measures, controls, policies and safeguards designed to preserve and protect the confidentiality, availability, security, and integrity of all Company Information Systems and Company Data, (ii) to Seller’s Knowledge, complies in all material respects with applicable Privacy Laws, and (iii) to Seller’s Knowledge is appropriately implemented and maintained and there have been no material violations of the Information Security Program. The Company has assessed and periodically tested its Information Security Program and has remediated all critical, high, and medium risk vulnerabilities identified. To Seller’s Knowledge, all elements of the Company Information Systems are: (i) functioning properly in accordance with all applicable specifications and with the applicable contractual service levels and are fit for the purposes of the business of the Company; (ii) do not contain any Malicious Code or defect or other malware; (iii) not materially defective in any respect and have not been materially defective or materially failed to function; (iv) are maintained in accordance with good industry practice to ensure the availability, confidentiality, and security of the Company Information Systems and the Company Data therein; and (v) operate and perform as necessary to conduct the business of the Company.

(p) The Company is not a “covered person” as defined in 28 CFR Part 202 (“the Data Security Program Rule”) and the Company has not shared, disclosed, transferred, or otherwise permitted “access” (as defined under the Data Security Program Rule) to “bulk U.S. sensitive personal data” or “government-related data” to any “covered person” or “country of concern” (each as defined under the Data Security Program Rule) since April 8, 2025.

(q) The Seller IP Assignment Agreement is validly enforceable and properly transferred all Intellectual Property and Intellectual Property Rights related to the Business of the Company for the exclusive use of the Company, except for any Intellectual Property, including, but not limited to differentiation protocols, Know-How and all technical data, in each case related to human pluripotent stem cells and human pluripotent stem cell derived cells that are not in the Company’s catalog as of the Closing Date.

2.12. Material Contracts.

(a) Part 2.12(a) of the Disclosure Schedule lists each Contract to which the Company is a party or by which it is bound in the following categories (the “Material Contracts”):

(i) (A) any Contract (or group of related Contracts) that requires the future payments by or to the Company in excess of $50,000 individually, or $100,000 in the aggregate for all such Contracts, in any calendar year that is not terminable upon less than 90 days’ prior written notice by the Company and (B) any Contract that requires any Person(s) to make any payment to the Company in excess of $50,000 individually, or $100,000 in the aggregate for all such Contracts, in any calendar year (except for purchase orders, invoices, sale orders or similar entered in the ordinary course of business which are terminable by notice without any liability to the Company);

(ii) any Contract with ongoing obligations of the Company related to an acquisition or disposition by the Company of any operating business, assets, securities or properties (other than Contracts solely for the purchase or sale of goods or services in the ordinary course of business and which do not exceed annual payments of $50,000 in the aggregate);

(iii) any Contract relating to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including payment, indemnification, purchase price adjustment, “earn-out” or other contingent obligations) of the Company that are still in effect and could result in payments or liability after the date hereof (other than employment agreements, employee equity arrangements and leases entered into in connection with such acquisitions, divestitures, mergers or similar transactions);

(iv) any guaranty, surety or performance bond or similar obligation or letter of credit issued or posted (or reimbursement obligation in respect thereof), as applicable, by the Company;

(v) any Contract relating to or evidencing Debt for borrowed money or guarantees in respect thereof or providing for the creation of or granting any Lien upon any of the property or assets of the Company (excluding Permitted Encumbrances);

(vi) any Contract (A) relating to any loan or advance to any Person, which is outstanding as of the date of the Agreement or (B) obligating or committing the Company to make any such loans or advances;

(vii) any currency, interest rate, commodity derivative or other hedging or swap Contract;

(viii) any Contract creating or purporting to create any partnership or joint venture or any sharing of profits or losses by the Company with any third party;

(ix) any Contract (A) containing non-competition and non-solicitation or no-hire restrictions in any geographic area or other jurisdiction; (B) in which the Company has granted “exclusivity” or that requires the Company to deal exclusively with or purchase substantially all of the Company’s requirements of a particular product or service from, or grants any other exclusive rights to any payor, vendor, supplier, distributor, contractor or other Person; (C) granting an option or a right of first refusal, first offer or similar preferential right to acquire the Interests, properties or assets of the Company to any Person; (D) that includes minimum purchase conditions or other requirements, in either case that exceed $50,000 individually in any calendar year; or (E) containing a “most-favored-nation”, “best pricing” or other similar term or provision, including any Contract by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person;

(x) any Contract related to Inventory (other than purchase orders, invoices, or sale orders entered into in the ordinary course of business that are cancelable without penalty or involve amounts less than $50,000 individually);

(xi) any Contract involving commitments to make capital expenditures or to purchase or sell assets involving $50,000 or more individually;

(xii) any lease, sublease, rental or occupancy agreement, license, installment, and conditional sale agreement or agreement under which the Company is lessee or lessor of, or owns, uses or operates any leasehold or other interest in any real property with annual payments of more than $50,000;

(xiii) any Contract related to or involving the settlement of any actual or threatened Legal Proceeding;

(xiv) any Inbound License (other than non-exclusive licenses for off-the-shelf or commercially available software licensed to the Company or any of its Subsidiaries) and any Outbound License;

(xv) any Contract with (A) any Material Customer, (B) any Material Distributor, or (C) any Material Vendor (other than purchase orders entered into in the ordinary course of business);

(xvi) any Government Bid or Government Contract;

(xvii) any Affiliate Agreements;

(xviii) any Contract under which the Company may have any liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s or other similar fees or expenses) in connection with this Agreement or the Transactions; and

(xix) any Contract not otherwise listed or required to be listed in Part 2.12(a) of the Disclosure Schedule that, if terminated, or if such Contract expired without being renewed, would have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) With respect to each Material Contract listed in Part 2.12(a) of the Disclosure Schedule: (i) as of the date of this Agreement, such Material Contract is a legal, valid and binding obligation of the Company; (ii) such Material Contract is binding and enforceable against the Company, and, to the Seller’s Knowledge, against each other party thereto, in accordance with its terms, subject to the Enforceability Exceptions; and (iii) the Company is not in material breach or material default of such Material Contract or, with the giving of notice or the giving of notice and passage of time without a cure would be, in material breach or material default of such Material Contract, and to the Seller’s Knowledge, no other party to such Material Contract is in material breach or material default of such Material Contract. To the Seller’s Knowledge, each other party to each Material Contract has performed in all material respects the obligations required to be performed by it under such Material Contract, and no such other party has repudiated any material provision thereof. No Person has given written or, to the Seller’s Knowledge, oral notice of intent to terminate or materially modify a Material Contract or otherwise exercised any termination rights with respect to any Material Contract. The Company has delivered or otherwise made available to Purchaser or its counsel a true and complete copy of each such Material Contract, in each case, as amended or otherwise modified and in effect.

2.13. Liabilities. As of the date of this Agreement, the Company has no material Liabilities required to be reflected on a balance sheet as determined in accordance with the Accounting Principles other than: (a) those set forth or expressly provided for or adequately reserved in the Seller Financial Statements; (b) those incurred in the ordinary course of business consistent with past practice since September 30, 2025; (c) those incurred pursuant to or in connection with the execution, delivery or performance of this Agreement, none of which results from, or arises out of, or relates to any breach or violation of, or default under, a Contract, Law or Permit; and (d) Liabilities that are not material to the Company.

2.14. Inventories. Part 2.14 of the Disclosure Schedule sets forth a true and complete list of all Inventory as of March 31, 2026, including the reserves placed on such items. Such Inventory was acquired and has been adequately maintained in accordance with the regular business practices of Seller and consists of items of a quality and quantity that is usable in the ordinary course of business of the Business consistent with past practice. To the Seller’s Knowledge, the Inventory is saleable or usable in the ordinary course of business, subject to its shelf life, and with respect to such inventory that is finished product inventory, such Inventory: (a) was manufactured, released, labeled stored and distributed by qualified personnel in material conformity with good manufacturing practices and other legal requirements; (b) is not held on consignment; and (c) has been tested in accordance with established protocol sufficient to release the applicable product for sale in the U.S. in accordance with applicable Law. Furthermore, to the Seller’s Knowledge, Inventory that is obsolete or slow moving has either been adequately reserved or written off in accordance with the Companies standard policies and procedures as is reflected in the Seller Financial Statements. In addition, none of the Inventory is below the requisite standard of quality.

2.15. Compliance with Laws; Regulatory Matters.

(a) Except with respect to Tax matters, which are addressed solely in Section 2.17, the Company is in material compliance with, and during the past five years has been in compliance with, applicable Laws, including Health Care Laws and those relating to employment, and during the past five years the Company has not received any written, or to the Seller’s Knowledge, oral notices of any violation with respect to such Laws.

(b) As of the date of this Agreement, the Company is not and has not been subject to any corrective action plan, corporate integrity agreement, deferred prosecution agreement, consent decree, settlement agreement or, to the Seller’s Knowledge, similar Legal Proceeding with or imposed by any Governmental Body relating to health regulatory matters.

(c) The Company possess all Permits required for the ownership and operation of its business as currently conducted, all of which are validly issued, remain in full force and effect, and are in good standing in all respects. No Legal Proceeding is pending or, to the Knowledge of the Company, threatened and the Company has not received any written notice that any Governmental Body has commenced, or threatened to initiate, any Legal Proceeding, in each case the object of which is to revoke, withdraw, limit or otherwise affect any such Permit.

(d) Neither the Company nor any of its employees, or officers or directors, nor Seller or any Knowledge Individual, nor, to the Seller’s Knowledge, its agents, vendors or subcontractors (i) has been excluded, suspended, debarred or deemed non-responsible, nor has there been any proposal of exclusion, suspension or debarment, from participation in (A) any U.S. federal health care program (as such term is defined in 42 U.S.C. 1320a-7b(f)) or (B) any award or performance of any Government Contract, or (ii) to the Seller’s Knowledge, there is no Legal Proceeding pending or threatened in writing, and no circumstance exist, that could reasonably be expected to result in such debarment, suspension, or exclusion.

(e) To the Seller’s Knowledge, as of the date of this Agreement, neither the Company nor any director, officer or employee or other Person acting for or on behalf of the Company has been indicted for or convicted of any Money Laundering Offense, and no such action is pending. For the past three years, Company has been in compliance with all laws, rules and regulations of any jurisdiction applicable to Company concerning or relating to anti-money laundering and countering terrorist financing, including the Bank Secrecy Act, as amended, and the regulations promulgated thereunder.

(f) For the past five years and at present, the Company has not participated in, billed or received any form of reimbursement—either direct or indirect—from any federal health care program (as such term is defined in 42 U.S.C. 1320a-7b(f)) or from any other third-party payor. Further, the Company has not provided, and currently does not provide, any reimbursement, coding or billing advice regarding any items or services payable by any payor, including any federal health care programs.

2.16. Regulatory Compliance.

(a) The Company possesses, and is and has been in material compliance with the terms of, all material Permits from the appropriate federal, state or foreign Governmental Bodies, including the FDA or any other federal, state or foreign agencies or bodies engaged in the regulation of medical devices necessary for the conduct of its business (collectively “Regulatory Permits”). All such Regulatory Permits are valid and in full force and effect, and none of the Company or its Affiliates has received any written notice of proceedings relating to the suspension, adverse modification, revocation or cancellation of any such Regulatory Permit. The Company and each of its Affiliates has fulfilled and performed all of its material obligations with respect to each Regulatory Permit, and, to the Seller’s Knowledge, no event has occurred which allows, or after notice or lapse of time would reasonably be expected to allow, revocation, termination or material impairment of the rights of the holder of any such Regulatory Permit.

(b) No Legal Proceeding is pending, or to Seller’s Knowledge, threatened, with respect to any violation of any Law or Governmental Order by the Company or its Affiliates, and the Company and each of its Affiliates is and, for the past three years, has been, in compliance in all material respects with all Laws and Governmental Orders. For the past three years, none of the Company or any of its Affiliates has received any notice of any such Legal Proceeding or any Liability on the part of the Seller to undertake or to bear all or any portion of the cost of remedial action of any nature. For the past three years, none of the Company or its Affiliates has conducted any internal investigation with respect to any actual, potential or alleged material violation of any Law or Governmental Order by any director, officer or employee of the Company.

(c) None of the Company or its Affiliates is subject of any pending or, to Seller’s Knowledge, threatened, investigation by any Governmental Body, including by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any other Governmental Body that has jurisdiction over the operations of the Company under any similar policy. None of the Company or its Affiliates nor, to Seller’s Knowledge, any of their respective officers, employees, or agents acting on their behalf, has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto.

2.17. Tax Matters.

(a) All Tax Returns that are required to be filed by, or with respect to, the Company have been timely filed (taking into account any applicable extension of time properly obtained) and all such Tax Returns are true, correct and complete in all material respects. All Taxes of the Company, or with respect to the income of the Company, have been timely and properly paid (whether or not shown to be due on such Tax Returns).

(b) No extension of time within which to file any Tax Return required to be filed by or with respect to the Company is in effect (other than any automatic extension of time to file any Tax Return).

(c) Neither the Company nor Seller with respect to the income of the Company, is currently the subject of an audit or other examination relating to Taxes by any Tax Authority, and neither Seller nor the Company has received any written notices from any Tax Authority that such an audit or examination is proposed, contemplated or pending. No deficiency with respect to any Taxes has been proposed, asserted or assessed, in each case in writing, against the Company or with respect to the income of the Company that has not been fully and finally paid, settled, compromised or otherwise resolved.

(d) All Taxes which the Company is required by Law to withhold or to collect for payment have been duly withheld and collected and have been timely paid to the appropriate Tax Authority.

(e) Neither the Company nor Seller (with respect to the Company) has entered into any agreement or waiver extending any statute of limitations relating to Taxes that is in effect, and no written request for such an agreement or waiver is outstanding.

(f) No written claim has been made by a Tax Authority in a jurisdiction where the Company (or Seller with respect to the Company) does not file Tax Returns or has not paid Taxes that the Company or Seller is or may be subject to taxation by that jurisdiction.

(g) No power of attorney currently in effect has been granted with respect to the Company in respect of any matter relating to Taxes.

(h) There are no Liens with respect to Taxes on any of the assets of the Company, other than Permitted Encumbrances.

(i) The Company (i) is not a party to or bound by, nor has any obligation under, any Tax Sharing Agreement or similar Contract (other than any obligations pursuant to this Agreement), (ii) is not a party to any “closing agreement” (as described in Section 7121(a) of the Code or any corresponding or similar provision of state, local or non-U.S. Law) and (iii) has no liability for Taxes of any Person as a transferee or successor, by Contract (other than a Contract the principal purpose of which is unrelated to Tax), or by operation of Law.

(j) There are no Tax rulings, requests for rulings, or closing agreements relating to Taxes for which the Company may be liable that could affect the Company’s liability for Taxes for any taxable period ending after the Closing Date.

(k) The Company has not participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any similar transaction under any corresponding or similar provision of state, provincial, local or non-U.S. Tax Laws.

(l) The Company has been at all times since inception properly treated as disregarded as separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(b).

(m) The Company has not entered into any agreement or arrangement (including Tax exemptions, Tax holidays or other Tax reduction agreements or arrangements) with any Tax Authority that requires the Company to take any action or to refrain from taking any action, and the Company is not a party to any agreement with any Tax Authority that would be terminated or adversely affected as a result of the Transactions.

(n) Neither the Company nor Purchaser will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any (i) change in (or use of an improper) method of accounting for any Pre-Closing Tax Period, (ii) prepaid amount received or deferred revenue realized prior to the Closing Date, or (iii) “domestic use election” under Treasury Regulations Section 1.1503(d)-6.

(o) The Company does not own any interest in real property in any jurisdiction in which a Tax is imposed, or the value of such interest is reassessed, on the transfer of an interest in real property and which subjects the transfer of an interest in an entity that owns an interest in real property to Tax in a similar manner to a transfer of such interest in real property.

2.18. Employee Matters.

(a) Part 2.18(a) of the Disclosure Schedule sets forth for each Business Employee such Person’s (i) name, (ii) current job title, (iii) location of employment, (iv) employing entity in the Company Group, (v) current annual salary, (vi) 2026 annual salary, (vii) 2026 annual bonus, if any, and (viii) full-time or part-time status and fixed-term or indefinite-term relationship status.

(b) Each of the Company and its Affiliates are, and since January 1, 2023, have been in respect of all Business Employees, in material compliance with all applicable Laws respecting employment and employment practices or the engagement of labor, including without limitation, hiring, termination, discrimination, harassment, retaliation, accommodation, pay equity, terms and conditions of employment, worker classification, wages, hours, overtime, meal periods, leaves of absence, immigration, labor relations, and occupational safety and health. The Company or one of its Affiliates has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to Business Employees, and has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Business Employee (other than routine payments to be made in the normal course of business and consistent with past practice). The Company does not have, not do any of its Affiliates have, any material liability for any arrears of wages or other compensation for services, or any penalty or other sums for failure to comply with any of the foregoing. During the past three years, neither the Company nor any of its Affiliates have implemented a “plant closing” or “mass layoff” with respect to any Business Employees within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local law regarding plant closings or mass layoffs.

(c) In respect of Business Employees, the Company is not a party to or otherwise bound by any collective bargaining agreement, Contract or other agreement or understanding with a labor union, nor is any such Contract or agreement presently being negotiated. To the Company’s Knowledge, no petition has been filed or proceedings instituted by any Business Employee or group of Business Employees with any labor relations board seeking recognition of a bargaining representative, there is no union organization effort currently being made or threatened by, or on behalf of, any labor union to organize Business Employees, and no demand for recognition of Business Employees has been made by, or on behalf of, any labor union. As of the date of this Agreement, there is no pending or, to the Company’s Knowledge, threatened, representation campaign, labor strike, dispute, picketing, walkout, work stoppage, slow-down or lockout involving any Business Employees, and there have been no such occurrences since January 1, 2023.

(d) Except as set forth in Part 2.18(d) of the Disclosure Schedule, each Business Employee is employed at-will and no Business Employee is party to an employment agreement or contract with the Company (or one of its Affiliates), as applicable, providing for contractual severance payments upon termination. To the Company’s Knowledge: (i) no Business Employee or independent contractor engaged by the Company (or one of its Affiliates) for the primary purpose of providing services related to the Business (each such contractor, a “Business Consultant”) is bound to any employment agreement, patent disclosure agreement, non-competition agreement or any other restrictive covenant in favor of a former employer or other third-party that would limit or restrict such person’s ability to carry out their job duties; (ii) no current or former Business Employee of the Company (or one of its Affiliates) has breached or threatened to breach any employment agreement, patent disclosure agreement, non-competition agreement or any other restrictive covenant in favor of the Company (or one of its Affiliates); (iii) no Business Employee has notified the Company in writing of his or her intention to resign or retire; (iv) no Business Employee or Business Consultant is improperly classified; and (v) all Business Employees are properly classified as exempt or non-exempt in accordance with applicable wage and hour laws.

(e) There are no, and there have not been within the past three years any, Legal Proceedings pending, or, to the Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Body or arbitrator in connection with the employment or engagement of any current or former Business Employee or Business Consultant. During the past three years, neither the Company nor any of its Affiliates has received any written communication of the intent of any Governmental Body responsible for the enforcement of labor or employment Laws (including in respect of misclassification) to conduct an investigation in respect of the employment or engagement of Business Employees or Business Consultants of or affecting the Company or any of its Affiliates and, to the Company’s Knowledge, no such investigation is in progress.

(f) In the past three years, no allegations of any Business Employee or Business Consultant of discrimination, sexual harassment, sexual misconduct or retaliation while employed by, or providing services to, the Company or any of its Affiliates have been made in writing against any employee (in their capacity as such), and the neither Company nor any of its Affiliates has entered into any settlement agreement or conducted any investigation related to allegations of any Business Employee or Business Consultant of discrimination, sexual harassment, sexual misconduct or retaliation by or regarding any employee or other representative of the Company or any of its Affiliates (in their capacity as such).

(g) To the Company’s Knowledge, all Business Employees have the legal right to work in the country in which they are employed, and the Company and each of its Affiliates has materially complied with all of its obligations in this regard.

2.19. Environmental Matters. The Company is, and has been for the past three years, in compliance in all material respects with all applicable Environmental Laws. The Company has not received any written notices, demand letters, claims or requests for information from any Governmental Body or other Person indicating that the Company is or may be in violation of, or be liable under, any Environmental Law, and the Company is not subject to any pending or, to Seller’s Knowledge, threatened action, proceeding or investigation by any Governmental Body or other Person under any Environmental Law. No Environmental Permits are required for the operation of the Business. There has not been any release of any Hazardous Substances on, in or under any real property currently or formerly owned or leased by the Company, or to which Hazardous Substances generated or used by the Company were sent for disposal, that would reasonably be expected to require investigation, cleanup, removal, remediation or monitoring by the Company under Environmental Laws or would otherwise reasonably be expected to result in liability for the Company under Environmental Laws. The Company is not subject to any consent decrees, orders, orders on consent or settlement agreements regarding Environmental Laws or Hazardous Substances for which the Company has ongoing obligations. The Company has provided to Purchaser copies of all material environmental reports, studies, or investigations in the possession of the Company regarding the presence of Hazardous Substances on, in or under any real property currently or formerly owned or leased by the Company or the compliance of the Company with, or the liability of the Company under, Environmental Laws.

2.20. Insurance. The Company has made available to the Purchaser true, accurate and complete copies of all insurance policies maintained by the Company (or Seller in relation to the Business) or with respect to which the Company is a named insured or otherwise beneficiary of coverage or relating to its business and the assets, operations, employees, officers or directors of the Company. A true, accurate and complete list and description of such insurance policies is set forth in Part 2.20 of the Disclosure Schedule (the “Insurance Policies”). The Insurance Policies are in full force and effect and all premiums due and payable under such Insurance Policies have been paid on a timely basis and no written notice of cancellation or termination has been received by the Company (or Seller in relation to the Business) with respect to any such Insurance Policy. As of the date of this Agreement, there are no claims pending under any of the Insurance Policies arising out of or relating to the Business as to which coverage has been questioned, denied or disputed by the underwriters of such policies. The Company (or Seller in relation to the Business) is in material compliance in all respects with the terms of such policies. The Company has no Knowledge as of the date of this Agreement of any threatened termination of, or material premium increase with respect to, any Insurance Policy. To the Seller’s Knowledge, the Insurance Policies provide coverage in such amounts and against such risks as is sufficient to comply in all respects with applicable Law and any requirements under the Material Contracts. In the past three years, the Company (or Seller in relation to the Business) has not failed to give any notice or present any claim under any Insurance Policy within the required time period.

2.21. Litigation; Orders. As of the date of this Agreement and during the past three years, there is no and has been no Legal Proceeding pending or, to the Seller’s Knowledge, threatened: (a) that involves or affects the Company or any of the assets, properties or businesses owned or used by the Company or any Person whose Liability the Company has retained or assumed, either contractually or by operation of law; or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the consummation of the Transactions. As of the date of this Agreement and during the past three years, there has been no order, writ, injunction, judgment, penalty or decree to which the Company or any of the assets, properties or businesses owned or used by to which the Company is subject, bound or affected. As of the date of this Agreement and during the past three years, no officer or other employee of the Company has been subject to any order, writ, injunction, judgment, penalty or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the Company’s business.

2.22. Financial Advisors. No broker, finder or investment banker is entitled to any brokerage or finder’s fee in connection with this Agreement or the Transactions based upon arrangements made by or on behalf of the Company.

2.23. Related Party Transactions. Except as set forth in Part 2.23 of the Disclosure Schedule, the Company is not party to any Contract with (and the Company does not provide or receive any material services or owe any obligations, to or from) any officer, director, equity holder, Affiliate or employee of Seller or the Company (any such Contract or arrangement, an “Affiliate Agreement”) other than (a) in the case of an employee, officer or director, payment of salaries and bonuses for services rendered pursuant to employment or compensation Contracts, and (b) as expressly provided in the organizational documents of the Company.

2.24. Customers, Vendors and Distributors.

(a) Part 2.24(a) of the Disclosure Schedule sets forth the 20 largest customers of the Company or the Business, taken as a whole (based on the aggregate dollar amount of sales to such customers), for each of (i) the calendar year ended December 31, 2024; and (ii) the calendar year ended December 31, 2025 (collectively, the “Material Customers”). Except as set forth on Part 2.24(a) of the Disclosure Schedule, (1) all Material Customers continue to be customers of the Company; (2) no Material Customer has materially reduced its business with the Company from the levels achieved during the calendar year ended December 31, 2024; and (3) the Company is not aware of or has received any notice that any Material Customer will (or has threatened to) cancel, not renew, terminate, materially limit or materially adversely modify its current business relationship with the Company.

(b) Part 2.24(b) of the Disclosure Schedule sets forth the 10 largest vendors of the Company or the Business, taken as a whole (based on the aggregate dollar amount paid to such vendors), for each of (i) the calendar year ended December 31, 2024; and (ii) the calendar year ending December 31, 2025 (collectively, the “Material Vendors”). Except as set forth on Part 2.24(b) of the Disclosure Schedule, (1) all Material Vendors continue to be vendors of the Company; (2) no Material Vendor has materially reduced its business with the Company from the levels achieved during the calendar year ended December 31, 2024; and (3) the Company is not aware of or have received any notice that any Material Vendor (A) will (or has threatened to) cancel, not renew, terminate, materially limit or materially adversely modify its current business relationship with the Company (including by materially increasing or threatening to materially increase the pricing payable for any goods and/or services supplied by such Material Vendor), or (B) is in an adverse financial state or suffering any adverse condition that could reasonably be expected to result in such Material Vendor being unable to continue to supply any goods and/or services to the Company on the same terms as such goods and services are currently supplied.

(c) Part 2.24(c) of the Disclosure Schedule sets forth the 10 largest distributors of the Company or the Business, taken as a whole (based on the aggregate dollar amount paid to such distributors), for each of (i) the calendar year ended December 31, 2024; and (ii) the calendar year ending December 31, 2025 (collectively, the “Material Distributors”). Except as set forth on Part 2.24(c) of the Disclosure Schedule, (1) all Material Distributors continue to be distributors of the Company; (2) no Material Distributor has materially reduced its business with the Company from the levels achieved during the calendar year ended December 31, 2024; and (3) the Company is not aware of or have received any notice that any Material Distributor will (or has threatened to) cancel, not renew, terminate, materially limit or materially adversely modify its current business relationship with the Company.

2.25. No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Section 2, Section 3 of this Agreement or any Ancillary Agreement, neither the Company, the Seller nor any other Person makes any other express or implied representation or warranty with respect to the Company or the Seller, this Agreement or the transactions contemplated hereby and any other rights or obligations to be transferred hereunder or pursuant hereto, and the Company and the Seller disclaim any other representations or warranties, whether made by or on behalf of the Company’s and the Seller’s Affiliates or representatives. Except for the representations and warranties expressly set forth in this Section 2 or any Ancillary Agreement, absent Fraud, the Company, the Seller and their Affiliates and representatives hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its respective Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of the Company or the Seller). Without limitations to the representations and warranties expressly set forth in this Section 2, Section 3 or any Ancillary Agreement, each of the Company, the Seller and their Affiliates and representatives make no representations or warranties to Purchaser regarding the probable success or profitability of the Business.

Seller represents and warrants to Purchaser, except as set forth in the Disclosure Schedule, which qualify these representations and warranties solely in the manner described in Section 10.12, as follows:

3.1. Organization of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of Delaware.

3.2. Authority; Binding Nature of Agreement. Seller has all requisite power and authority to enter into and to perform its obligations under this Agreement and has taken all action necessary to execute and deliver this Agreement and the other agreements contemplated hereby to be executed and delivered by Seller and to perform its obligations hereunder and thereunder. This Agreement and the Ancillary Agreements to which Seller is a party have been duly authorized, executed and delivered by Seller, and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which Seller is a party by the other parties hereto and thereto) constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

3.3. Title to Interests. Seller holds of record and owns beneficially the Interests and has good and valid title to the Interests, free and clear of all Liens (other than a Permitted Encumbrance). Seller has the full right, power and authority to transfer and deliver to Purchaser at the Closing good and valid title to the Purchased Interests, free and clear of all Liens (other than a Permitted Encumbrance), and upon the transfer and delivery of the Purchased Interests by Seller to Purchaser at the Closing pursuant to this Agreement, Purchaser will receive good and valid title to the Purchased Interests, free and clear of all Liens (other than a Permitted Encumbrance). Seller is not a party to any option, warrant, purchase right, conversion right, right of first refusal, call, put or other contract or commitment (other than this Agreement and the Ancillary Agreements) that could require Seller to sell, transfer, or otherwise dispose of any Interests.

3.4. No Conflict; Required Consents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the Transactions will not: (a) violate, conflict with, result in any breach of or constitute a default under any of the provisions of the organizational documents of Seller; (b) conflict with or violate any Law applicable to Seller or to which any of its respective properties or assets are subject; or (c) violate, result in a breach of, constitute a default under (or an event that, with or without notice or lapse of time or both would constitute a default), conflict with, require a consent, approval or waiver from, or notice to any Person under, or give to others any rights of termination, acceleration or cancellation of any terms, conditions or provisions of any material Contract, (d) result in the creation of or imposition of a Lien on any of the properties or assets of Seller (other than a Permitted Encumbrance) or (e) require a registration, filing, application, notice, consent, approval, order, qualification, or waiver with, to or from any Governmental Body. Seller is not required to observe any waiting period, make any filing with any Governmental Body, or obtain any Consent from any Governmental Body prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by Seller of the Transactions.

3.5. Litigation. There is no Legal Proceeding pending or, to the Seller’s Knowledge, threatened in writing against Seller that (a) challenges or would reasonably be expected to have a material adverse effect on the ability of Seller to consummate the Transactions or (b) challenges, or would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the consummation of the Transactions.

3.6. Employee Benefit Plans and Employee Matters.

(a) Part 3.6(a) of the Disclosure Schedule sets forth a list of each material Benefit Plan and separately identifies each that is a Business Employee Benefit Plan.

(b) With respect to each material Business Employee Benefit Plan, Seller has delivered or otherwise made available to Purchaser or its counsel a copy of: (i) each Business Employee Benefit Plan and all amendments thereto (or, with respect to any unwritten Business Employee Benefit Plan, a summary of the material terms thereof); (ii) the most recent Form 5500 filing, including all applicable schedules, if any, for each Business Employee Benefit Plan that is subject to such reporting requirements; (iii) any related trust agreement or other funding instrument; (iv) the current summary plan description and any material modifications thereto, if any; and (v) the most recent determination letter (or if applicable, advisory or opinion letter) from the IRS and any pending applications for a determination or opinion letter.

(c) In all material respects, each Business Employee Benefit Plan has been established, maintained, funded and administered in accordance with its terms and in compliance with all applicable Laws, including but not limited to ERISA or the Code. Each Business Employee Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has received a determination letter stating that it is so qualified and no event has occurred that would reasonably be expected to result in the loss of such qualification. There are no actions, suits or claims pending, or, to Seller’s Knowledge, threatened in writing (other than routine claims for benefits) with respect to any Business Employee Benefit Plan. There are no audits, inquiries or proceedings pending or, to Seller’s Knowledge, threatened by any Governmental Body with respect to any Business Employee Benefit Plan. Seller has, in all material respects, timely made or otherwise provided for all contribution and other payments required by and due under the terms of each Business Employee Benefit Plan.

(d) Except as set forth in Part 3.6(d) of the Disclosure Schedule, neither the execution, performance and delivery of this Agreement nor the consummation of the Transactions could, either alone or in combination with another event, result in the payment of any amount to any Business Employee that could, individually or in combination with any other such payment, constitute a “parachute payment” as defined in Section 280G of the Code. Neither Seller, the Company nor any of their Affiliates (collectively, the “Company Group”), has any obligation, and there is no Contract, agreement, plan or arrangement to which the Company Group is bound to provide a gross-up or otherwise reimburse any current or former Business Employee for any Taxes, penalties or interest incurred in connection with any Business Employee Benefit Plan or under Sections 409A or 4999 of the Code. Neither the execution, performance and delivery of this Agreement nor the consummation of the Transactions will, either alone or in combination with any other event, (i) entitle any current or former Business Employee to any payment (including severance pay or similar compensation), any cancellation of indebtedness, or any increase in compensation or benefits or (ii) result in any acceleration of the time of payment, funding or vesting under any Business Employee Benefit Plan in respect of any Business Employee.

(e) Neither the Company nor any ERISA Affiliate has ever sponsored, contributed to (or had any obligation to contribute to), or has ever had any liability with respect to: (i) any plan that is subject to Title IV of ERISA or Section 412 of the Code (including any “defined benefit plan” within the meaning of Section 3(35) of ERISA) (a “Pension Plan”), (ii) a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, (iii) a multiple employer plan subject to Section 4063 or 4064 of ERISA, or (iv) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. Neither the Company nor any ERISA Affiliate has any liability as a result of a violation of COBRA in respect of any current or former Business Employee. Neither the Company Group nor any ERISA Affiliate has any liability (including any contingent liability or any liability as a result of an indemnification obligation) on account of (i) a penalty under Section 502 of ERISA, (ii) a tax or penalty under Chapter 43 of the Code or (iii) a breach of fiduciary duties in respect of a Benefit Plan.

(f) Neither the Company Group nor any Business Employee Benefit Plan provides, or has any obligation to provide, current or former Business Employees (or any beneficiaries thereof) welfare benefits (including medical and life insurance benefits) after such Person terminates employment or other service, except for the coverage continuation requirements of COBRA.

(g) Each Business Employee Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been administered, operated and maintained in all material respects according to the requirements of Section 409A of the Code, and the Company Group has never been required to withhold, pay or report any Taxes in respect of any current or former Business Employee as a result of a failure to comply with Section 409A of the Code.

(h) The Company Group has complied in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended, to the extent applicable in respect of any current or former Business Employee, including the employer shared responsibility provisions relating to the offer of “affordable” health coverage that provides “minimum essential coverage” to “full-time” employees (as those terms are defined in Section 4980H of the Code and related regulations) and the applicable employer information reporting requirements under Code Section 6055 and Code Section 6056 and related regulations.

(i) No Business Employee Benefit Plan is subject to any law of any jurisdiction outside the United States of America.

(j) From and after the Closing, neither Purchaser, its Affiliates, the Company and its Affiliates (as determined immediately after the Closing) shall have any Liability in respect of any Benefit Plan.

(k) Seller is, and since January 1, 2023, has been in respect of all Business Employees, in material compliance with all applicable Laws respecting employment and employment practices or the engagement of labor, including without limitation, hiring, termination, discrimination, harassment, retaliation, accommodation, pay equity, terms and conditions of employment, worker classification, wages, hours, overtime, meal periods, leaves of absence, immigration, labor relations, and occupational safety and health. Seller has withheld and reported all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments to Business Employees, and has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Business Employee (other than routine payments to be made in the normal course of business and consistent with past practice). Seller does not have any material liability for any arrears of wages or other compensation for services, or any penalty or other sums for failure to comply with any of the foregoing. During the past three years, Seller has not implemented a “plant closing” or “mass layoff” with respect to any Business Employees within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local law regarding plant closings or mass layoffs.

(l) In respect of Business Employees, Seller is not a party to or otherwise bound by any collective bargaining agreement, Contract or other agreement or understanding with a labor union, nor is any such Contract or agreement presently being negotiated. To Seller’s Knowledge, no petition has been filed or proceedings instituted by any Business Employee or group of Business Employees with any labor relations board seeking recognition of a bargaining representative, there is no union organization effort currently being made or threatened by, or on behalf of, any labor union to organize Business Employees, and no demand for recognition of Business Employees has been made by, or on behalf of, any labor union. As of the date of this Agreement, there is no pending or, to Seller’s Knowledge, threatened, representation campaign, labor strike, dispute, picketing, walkout, work stoppage, slow-down or lockout involving any Business Employees of Seller, and there have been no such occurrences since January 1, 2023.

(m) Except as set forth in Part 3.6(m) of the Disclosure Schedule, each Business Employee is employed at-will and no Business Employee is party to an employment agreement or contract with Seller, as applicable, providing for contractual severance payments upon termination. To Seller’s Knowledge: (i) no Business Employee or independent contractor engaged by Seller for the primary purpose of providing services related to the Business (each such contractor, a “Business Consultant”) is bound to any employment agreement, patent disclosure agreement, non-competition agreement or any other restrictive covenant in favor of a former employer or other third-party that would limit or restrict such person’s ability to carry out their job duties; (ii) no current or former Business Employee of Seller has breached or threatened to breach any employment agreement, patent disclosure agreement, non-competition agreement or any other restrictive covenant in favor of Seller; (iii) no Business Employee has notified Seller in writing of his or her intention to resign or retire; (iv) no Business Employee or Business Consultant is improperly classified; and (v) all Business Employees are properly classified as exempt or non-exempt in accordance with applicable wage and hour laws.

(n) There are no, and there have not been within the past three years any, Legal Proceedings pending, or, to Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Body or arbitrator in connection with the employment or engagement of any current or former Business Employee or Business Consultant. During the past three years, Seller has not received any written communication of the intent of any Governmental Body responsible for the enforcement of labor or employment Laws (including in respect of misclassification) to conduct an investigation in respect of the employment or engagement of Business Employees or Business Consultants of or affecting Seller and, to Seller’s Knowledge, no such investigation is in progress.

(o) In the past three years, no allegations of any Business Employee or Business Consultant of discrimination, sexual harassment, sexual misconduct or retaliation while employed by, or providing services to, Seller have been made in writing against any employee (in their capacity as such), and Seller has not entered into any settlement agreement or conducted any investigation related to allegations of any Business Employee or Business Consultant of discrimination, sexual harassment, sexual misconduct or retaliation by or regarding any employee or other representative of the Seller (in their capacity as such).

(p) To Seller’s Knowledge, all Business Employees have the legal right to work in the country in which they are employed, and Seller has materially complied with all of its obligations in this regard.

3.7. International Trade; Import/Export Control.

(a) For the last six years, none of Seller or the Company or any director or officer of Seller or the Company, nor, to the Knowledge of the Company, any employee or other Person acting for or on behalf of Seller or the Company (i) has been or is currently a Sanctioned Person or (ii) has engaged or is currently engaging in any business or other dealings with or involving (A) any Sanctioned Country or (B) any Sanctioned Person. Each of Seller and the Company is, and has been in compliance with all Sanctions Laws, and in compliance in all material respects with all applicable, Ex-Im Laws, and anti-boycott Laws administered by the U.S. Department of Commerce and the IRS (Sanctions Laws, Ex-Im Laws, and anti-boycott Laws, collectively, “Trade Control Laws”).

(b) In the last six years, neither Seller nor the Company has received from any Governmental Body any written notice, inquiry, or allegation or made any voluntary or involuntary disclosure to a Governmental Body, concerning any actual or potential violation related to applicable Trade Control Laws.

(c) Seller maintains systems of internal controls, including written policies and procedures, designed to ensure compliance with Trade Control Laws.

3.8. Certain Business Practices. During the past six years, Seller and the Company and each of their respective directors, officers, and, to the Seller’s Knowledge, employees and other Representatives, while acting on behalf of Seller or the Company: (a) have not used and are not using any funds for any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses; (b) have not made and are not making any direct or indirect unlawful payments to any foreign or domestic Government Official; (c) have not violated and are not violating any applicable Anti-Corruption Laws; (d) have not established or maintained, and are not maintaining, any unlawful or unrecorded fund of monies or other properties; (e) have not made, and are not making, any intentional false or fictitious entries on its accounting books and records; (f) have not made, and are not making, any bribe, improper rebate, payoff, influence payment, kickback or other unlawful payment of any nature, and have not paid, and are not paying, any fee, commission or other payment that has not been properly recorded on the Company’s accounting books and records, in each case as required by any applicable Anti-Corruption Laws; and (g) have not otherwise given or received anything of value, directly or indirectly, to or from any Person, including a Government Official, to improperly influence official action, secure an improper advantage, encourage the recipient to breach a duty of good faith or loyalty, or for the purpose of obtaining or retaining business in violation of any applicable Anti-Corruption Law.

3.9. Seller Vote Required. The affirmative approval of the Requisite Holders is the only vote or other action of the equityholders of Seller required by applicable Law, the organizational documents of Seller or otherwise in order for Seller or the Company to consummate the Transactions (the “Required Seller Stockholder Vote”).

3.10. Financial Advisors. No broker, finder or investment banker is entitled to any brokerage or finder’s fee in connection with the Transactions based upon arrangements made by or on behalf of Seller.

3.11. Solvency. Seller is solvent and currently: (a) is able to pay its debts as they become due; (b) owns property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) has adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of any Seller or its Affiliates.

Purchaser represents and warrants to the Company and Seller as follows:

4.1. Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the District of Columbia.

4.2. Authority; Binding Nature of Agreement. Purchaser has all requisite power and authority to enter into and to perform its obligations under this Agreement and has taken all action necessary to execute and deliver this Agreement and the other agreements contemplated hereby to be executed and delivered by Purchaser and to perform its obligations hereunder and thereunder. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly authorized, executed and delivered by Purchaser, and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which Purchaser is a party by the other parties hereto and thereto) constitute the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

4.3. Non-Contravention; Consents. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the Transactions will not: (a) violate, conflict with, result in any breach of or constitute a default under any of the provisions of the organizational documents of Purchaser, (b) conflict with or violate any Law applicable, or (c) cause a default on the part of Purchaser under any material Contract of Purchaser, except, with respect to clauses (b) and (c) only, for violations and defaults that would not reasonably be expected to materially and adversely impact Purchaser’s ability to consummate the Transactions. Purchaser is not required to observe any waiting period, make any filing with any Governmental Body, or obtain any Consent from any Governmental Body or party to a material contract of Purchaser at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation of the Transactions.

4.4. Litigation. There is no Legal Proceeding pending or threatened in writing against Purchaser that challenges, or would reasonably be expected to have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with, the consummation of the Transactions.

4.5. Sufficient Funds. Purchaser will have, as of the Closing Date, sufficient funds on hand and available through existing liquidity facilities to consummate the Transactions.

4.6. Financial Advisor. No broker, finder or investment banker is entitled to any brokerage or finder’s fee in connection with the Transactions based upon arrangements made by or on behalf of Purchaser.

5.1. Access and Transition.

Access. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), and upon reasonable advance notice to the Company, Seller and the Company shall provide Purchaser and Purchaser’s Representatives with reasonable access during normal business hours to Seller and the Company’s facilities, properties, contracts, existing books and records and Seller’s employees; provided, however, that any such access shall be conducted at Purchaser’s expense, under the supervision of appropriate personnel of the Company and in such a manner as to reasonably maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not to unduly and materially interfere with the normal operation of the business of the Company. No information or knowledge obtained in any investigation pursuant to this Section 5.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein, the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of the Parties. Nothing herein shall require the Company to disclose any information to Purchaser if such disclosure would, in the Company’s reasonable judgment (based on the advice of outside counsel) (a) waive any attorney-client or other legal privilege or (b) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company is a party).

5.2. Conduct of the Business of the Company. During the Pre-Closing Period, except (w) as set forth in Part 5.2 of the Disclosure Schedule, (x) to the extent necessary to comply with the Company’s obligations under this Agreement, (y) as necessary to ensure that the Company complies with applicable Laws and contractual obligations, or (z) with Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed): (i) Seller and the Company shall use commercially reasonable efforts to (A) carry on the Business, including the Company’s business, in the ordinary course, (B) preserve substantially intact its present business organization, and (C) preserve its material relationships with suppliers, distributors, licensors, licensees and others to whom the Company has contractual obligations; and (ii) except as set forth in Part 5.2 of the Disclosure Schedule, Seller shall cause the Company not to:

(a) change or amend the Company’s Certificate of Formation or Operating Agreement, or authorize or propose the same;

(b) (i) split, combine or reclassify any of its capital stock; (ii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its membership interest; (iii) declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its membership interest or other equity interests (as applicable) or (iv) redeem, purchase, or otherwise acquire, directly or indirectly, any of its membership interests or other equity interests (as applicable);

(c) issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any of its membership interest or securities convertible into, or subscriptions, rights, calls, conversion rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such membership interest or other convertible securities, or authorize or propose any change in its equity capitalization or capital structure;

(d) enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, recapitalization or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Debt in bankruptcy or other similar Laws now or hereafter in effect;

(e) incur any indebtedness for borrowed money, or guarantee any such indebtedness, or issue or sell any debt securities or guarantee any debt securities of others;

(f) make any capital expenditures, capital additions or capital improvements, in excess of (x) $15,000 individually or (y) $25,000 in the aggregate, in each case, for each full or partial calendar month in the Pre-Closing Period (other than in accordance with the budget for capital expenditures previously made available to Purchaser);

(g) acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any entity;

(h) (i) initiate any new business line, (ii) make any loan, investment in or capital contribution to any Person (other than business-related advances to its employees in the ordinary course of business consistent with past practice) or (iii) otherwise acquire or agree to acquire any securities or assets that are material, individually or in the aggregate, to the Company;

(i) terminate, cancel, amend, waive, modify or fail to maintain, renew or comply with any material Permit;

(j) revalue any of the Company’s assets, including writing down or writing off the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice;

(k) sell, assign or otherwise dispose of, lease or license any material properties or assets of the Company;

(l) sell, assign, transfer, license, abandon or otherwise dispose of any Company Intellectual Property;

(m) enter into any Material Contract, amend or modify in any material respect any Material Contract or terminate any Material Contract, or waive any material right of the Company under any Material Contract;

(n) make or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Tax Return, enter into any closing agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes;

(o) make, or amend, any filings with the FDA or any other Regulatory Authority performing functions similar to those performed by the FDA or such other Regulatory Authority;

(p) (i) adopt, establish, enter into, amend or terminate any Business Employee Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Benefit Plan if it were in existence as of the date of this Agreement (except for amendments to be required to comply with applicable Law or terminations for cause), (ii) materially increase the compensation or fringe benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Service Provider, (iii) grant any severance or termination pay to any Service Provider (provided, however, that Seller may make severance or termination payments to employees in accordance with the terms of agreements between the Company and such employees in effect on the date of this Agreement if disclosed on Part 3.6(a) of the Disclosure Schedule), or (iv) terminate the employment of any Transferred Employee other than for cause;

(q) waive, release, assign, compromise, commence, settle or agree to settle any Legal Proceeding, other than waivers, releases, compromises or settlements in the ordinary course of business consistent with past practice that (i) involve only the payment of monetary damages not in excess of (x) $15,000 individually or (y) $25,000 in the aggregate and (ii) do not include the imposition of equitable relief on, or the admission of wrongdoing by, the Company; or

(r) agree or commit to take any of the actions described in clauses “(a)” through “(q)” of this Section 5.2.

5.3. New Employment Arrangements.

(a) On or prior to the date of this Agreement, the employment of all Business Employees, with the exception of Ron Coleman and Mehdi Mahabadi, has been transferred from Seller to the Company (all Business Employees who are transferred from Seller to Company, the “Transferred Employees”).

(b) Transferred Employees’ continued employment will be subject to and in compliance with Purchaser’s applicable policies and procedures, including employment background checks. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be construed as requiring Purchaser, the Company or any of their respective Subsidiaries to employ any Transferred Employee for any length of time following the Closing Date.

(c) On or prior to the Closing Date, Company shall pay in full to the Transferred Employees any and all compensation and benefits, including base salary, wages, bonuses, commissions and other forms of incentive compensation, vacation and paid-time-off, and other employee benefits (except, in the case of Tax-qualified employee benefits, to the extent vested and payable in a subsequent year in accordance with the terms of the applicable plan), in each case, that have been earned or accrued, as applicable, through the Closing Date, and that are payable on or prior to the Closing Date under the terms of the applicable Business Benefit Plan. Without limiting the generality of the foregoing, Seller shall (i) be responsible for (and to the extent thereto necessary to assume) any and all Liabilities in respect of any Benefit Plan arising at any time, and (ii) cause Purchaser, its Affiliates, the Company and its Affiliates (as determined immediately before Closing) to have no Liability whenever arising in respect of any Benefit Plan.

(d) For purposes under the employee benefit plans of Purchaser and its Affiliates providing benefits to any Transferred Employees after the Closing (the “New Plans”), Purchaser shall use commercially reasonable efforts to credit each Transferred Employee with his or her years of service with the Company Group before the Closing for purposes of vesting and benefits eligibility, and for purposes paid time off and any severance only, level of benefits; provided, however, that such service crediting shall not be required to the extent it would result in a duplication of benefits. In addition, Purchaser shall, or shall cause its applicable Affiliate to use commercially reasonable efforts to (i) provide that each Transferred Employee shall be, within 30 days after the first calendar day of the month after the Closing, eligible to participate in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Benefit Plan in which such Transferred Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”) for any Old Plan that is not a 401(k) Plan (and within 90 days after the Closing of any Old Plan that is a 401(k) Plan, subject to the existence of an Old Plan that is a 401(k) Plan as of the Closing), and (ii) provide that for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any (A) Transferred Employee pre-existing condition exclusions and actively-at-work requirements of such New Plan are waived for such Transferred Employee and his or her covered dependents, and (B) any eligible expenses incurred by such Transferred Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Transferred Employee’s participation in the corresponding New Plan begins are taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

(e) Seller and Purchaser acknowledge and agree that all provisions contained in this Section 5.3 are included for their sole benefit, and that nothing in this Section 5.3, whether express or implied, shall create any third party beneficiary or other rights: (i) in any other Person, including any Business Employee or other Service Provider, any participant in any Benefit Plan or employee benefit plan of Purchaser or any of its Affiliates, or any dependent or beneficiary thereof, or (ii) to continued employment or consultancy with Purchaser or any of its Affiliates or to any particular term or condition of employment or consultancy.

5.4. Release of Escrowed Materials; Payment of Closing Date Transaction Expenses.

(a) Prior to the Closing, Seller, and any Depositor under the IP Escrow Agreement (as defined below) shall enter into a termination agreement and transfer agreement(s), in each case in form and substance acceptable to Purchaser, to terminate that certain Master Escrow Agreement dated as of May 21, 2010, by and between American Type Culture Collection, Escrow Associates, LLC and each of the Depositors enrolled thereunder (the “IP Escrow Agreement”), and transfer, or cause to be transferred, to the Company all ownership, interests and rights to all materials and data subject thereto, including such records, protocols, systems and all Intellectual Property related thereto (the “Specified Materials”), such that, as of no later than immediately prior to the Closing, Seller shall have no further ownership, rights to or interest in the Specified Materials.

(b) Prior to the Closing, Seller or the Company shall pay all of the Closing Date Transaction Expenses.

5.5. Non-Solicitation; Non-Compete.

(a) For a period of five years after the Closing Date (the “Restricted Period”), without the prior written consent of Purchaser, Seller will not (and will cause each of their Affiliates not to) directly or indirectly:

(i) hire or solicit for employment or consulting services or enter into a Contract with any individual who is as of the Closing Date, a Business Employee or Business Consultant or otherwise solicit, entice, induce, cause or encourage any individual who is as of the Closing Date a Business Employee or Business Consultant, to leave the employ or otherwise cease to perform services for the Company or its Affiliates (provided that Seller is not prohibited from soliciting by means of a general advertisement not directed at (i) any particular individual or (ii) the employees of the Company generally); or

(ii) solicit, induce or encourage (including by making any negative or disparaging statements or communications regarding any of the Company, Purchaser, their respective Affiliates of subsidiaries or business) any client, customer, supplier, licensor or licensee or any other Person with a business relationship with the Company, as of the Closing Date to terminate or modify any such relationship or to divert or attempt to divert any such Persons or accounts to himself, herself or itself or any other Person.

(b) During the Restricted Period, without the prior written consent of Purchaser, Seller will not, and will cause their Affiliates not to, directly or indirectly, whether as employee, principal, agent, shareholder, partner, consultant, advisor, manager, officer, member, director, or otherwise, engage in the Business within the Geographic Area. Notwithstanding the foregoing, Seller may hold and make passive investments in publicly traded securities or other Interests competitive with the Business; provided that (i) such Seller does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such investment; and (ii) the equity interests of Seller in any such passive investment do not exceed five percent (5%) of the outstanding equity interests of the issuer thereof.

(c) During the Restricted Period, neither Party shall, and each Party shall cause its respective Affiliates not to, make any public statement or communication that disparages or is intended to disparage the other Party or any of such other Party’s Affiliates, or their respective officers, directors, products, or services; provided, however, that this Section 5.5(c) shall not prohibit any Party from (i) making truthful statements in response to legal process, subpoena, or court order, (ii) providing truthful information in response to any investigation or inquiry by any Governmental Body, (iii) making truthful statements in connection with any good-faith claim or dispute between the Parties arising under this Agreement or any Ancillary Agreement, or (iv) making truthful statements necessary to defend such Party’s reputation in response to public statements made by the other Party or its representatives.