Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the substantial time and resources to be devoted by Solstice to the evaluation and negotiation of the Proposed Transaction, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1

For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and shall be interpreted in accordance with the General Corporation Law of the State of Delaware

3 "Company Board" shall mean the Board of Directors of the Company, as constituted from time to time, which as of the date hereof consists of Dr

5 "Exclusivity Period" shall mean the period commencing on the Effective Date (May 20, 2024) and ending on the earliest to occur of: (a) 11:59 p

Each such notification shall include the identity of the Person making or submitting such Acquisition Proposal, inquiry, or request, the material terms and conditions thereof (including any proposed purchase price, form of consideration, and structure), and copies of any written proposals, term sheets, or other materials received by the Company in connection therewith (to the extent permitted by applicable law and any pre-existing contractual obligations, provided that the Company shall use reasonable best efforts to obtain the consent of any relevant counterparty to provide such materials to Solstice)

The Company shall keep Solstice reasonably informed of any material developments with respect to any such Acquisition Proposal, inquiry, or request