Cycurion signs merger agreement to acquire Halo Privacy and integrate havenX

### 8-K - 8-K
cycu-20260507 0001868419 2026-05-07 2026-05-07 0001868419 us-gaap:CommonStockMember 2026-05-07 2026-05-07 0001868419 us-gaap:WarrantMember 2026-05-07 2026-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 7, 2026

Cycurion, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware | 001-41214 | 86-3720717 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |

1640 Boro Place , Suite 420C McLean , Virginia
(Address of principal executive offices)
| 22102
(Zip Code)
|

Registrant’s telephone number, including area code: ( 888 ) 341-6680
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |

o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |

o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |

o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | CYCU | The NASDAQ Stock Market LLC |
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share | CYCUW | The NASDAQ Stock Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On May 7, 2026, Cycurion, Inc., a Delaware corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cycurion Merger Sub-Halo, Inc. (“Merger Sub-Halo”), Cycurion Merger Sub-havenX, Inc. (“Merger Sub-havenX”), Halo Privacy, Inc., a Delaware corporation (“Halo”), havenX, Inc., a Wyoming corporation (“havenX”), and Shareholder Representative Services LLC, solely in its capacity as the Company Group Equityholder Representative (the “Equityholder Representative”).
The Mergers
Pursuant to the Merger Agreement, (i) Merger Sub-Halo will merge with and into Halo, with Halo surviving as a wholly owned subsidiary of Parent, and (ii) Merger Sub-havenX will merge with and into havenX, with havenX surviving as a wholly owned subsidiary of Parent (collectively, the “Mergers”).
At the effective time of the Mergers (the “Effective Time”), each outstanding share of capital stock of Halo and havenX (other than certain excluded shares and dissenting shares) will be automatically converted into the right to receive a portion of the consideration described below, in accordance with the terms of the Merger Agreement and subject to its conditions.
Merger Consideration
The aggregate consideration payable in connection with the Mergers (the “Aggregate Consideration”) consists of a combination of (i) cash, (ii) shares of Parent common stock, and (iii) contingent and deferred consideration payable following the Closing, in each case as determined in accordance with the terms of the Merger Agreement. The Aggregate Consideration is subject to adjustment based on the Company Group’s cash, indebtedness, and transaction expenses at Closing, and may be further adjusted pursuant to post-closing true-up procedures and contingent payment mechanisms set forth in the Merger Agreement.
In addition to the Closing Consideration described below, the Aggregate Consideration includes the right of the former equityholders of Halo and havenX to receive certain future payments, including earnout payments, installment payments, and other contingent consideration based on the post-closing performance of the business and the achievement of specified milestones, in each case subject to the terms and conditions of the Merger Agreement.
Closing Consideration
At the closing of the Mergers (the “Closing”), Parent will pay or cause to be paid to the holders of Halo and havenX equity interests (the “Company Group Equityholders”) consideration consisting of the following:
• Closing Cash Consideration , consisting of an aggregate cash payment equal to $1.0 million, subject to customary adjustments for, among other things, the amount of cash, indebtedness, and transaction expenses of the Company Group as of the Closing, as determined in accordance with the Merger Agreement. Such amounts are subject to post-closing adjustment based on the final determination of such items in accordance with the procedures set forth in the Merger Agreement.
• Closing Stock Consideration , consisting of shares of Parent common stock having an aggregate value of $1.5 million, with the number of shares to be issued determined based on a fixed Parent stock price specified in the Merger Agreement. The shares of Parent common stock to be issued as Closing Stock Consideration will be allocated among the Company Group Equityholders in accordance with an allocation schedule delivered at Closing and will be subject to applicable securities law restrictions and other limitations set forth in the Merger Agreement.
The Closing Consideration will be paid through an exchange and paying agent in accordance with the terms of the Merger Agreement, and payment is conditioned upon, among other things, the delivery by the Company Group Equityholders of required documentation, including letters of transmittal or surrender agreements, as applicable.
2

Post-Closing and Contingent Payments
The Merger Agreement provides for additional payments to the Company Group Equityholders, which may be payable following the Closing (collectively, the “Future Payments”). These Future Payments consist of various forms of contingent and deferred consideration and include the following:
• Earnout Payments . The Company Group Equityholders may be entitled to receive earnout payments based on the achievement of specified post-closing financial performance targets of the acquired business during defined earnout periods. The amount and timing of such earnout payments will depend on the level of performance achieved relative to agreed-upon metrics and thresholds, and such earnout payments may be payable in a combination of cash and shares of Parent common stock, in each case in accordance with the terms of the Merger Agreement.
• Installment Payments . Parent has agreed to make fixed installment payments to the Company Group Equityholders in cash following the Closing in the amounts of $2.0 million, $2.5 million and $3.0 million, respectively, payable at specified annual intervals after the Closing. Such installment payments accrue interest at a specified rate and are subject to potential reduction or offset under certain circumstances, including the application of clawback provisions as set forth in the Merger Agreement.
• Post-Closing Stock Consideration . The Company Group Equityholders may also be entitled to receive additional shares of Parent common stock following the Closing, which will be issued in accordance with the terms of the Merger Agreement and allocated among such holders pursuant to a closing allocation schedule. The issuance of such shares is subject to limitations, including potential caps on the number of shares issuable and compliance with applicable securities laws.
• Babylon Contract Bonus Payments . Parent has agreed to pay up to an aggregate of $1.0 million in additional cash payments upon the achievement of specified contractual milestones relating to the execution and performance of a particular material commercial agreement (referred to as the “Babylon Contract”), including amounts payable at signing and upon the occurrence of subsequent revenue-related events.
The calculation and payment of the earnout payments and other contingent consideration described above are subject to detailed provisions in the Merger Agreement. These provisions include procedures for preparation and delivery of calculation statements, review rights of the Equityholder Representative, objection and dispute mechanisms, and resolution of disputes through binding determination by an independent accounting or valuation firm acting as an expert. Such determinations are generally final and binding on the parties absent manifest error.
In addition, certain of the Future Payments, including installment payments and stock consideration, are subject to clawback and offset rights in favor of Parent under specified circumstances, including reductions in key contract revenue or financial restatements, as further described in the Merger Agreement.
Clawback Provisions
Certain post-closing payments described above are subject to clawback provisions. Parent may offset amounts otherwise payable to former equityholders if:
• specified material customer contracts are terminated or significantly reduced; or
• financial performance results are restated.
The aggregate amount subject to clawback is capped at $3.0 million. Any clawback amounts will be satisfied primarily through reductions or offsets against Future Payments otherwise payable to the Company Group Equityholders, in accordance with the procedures specified in the Merger Agreement.
Treatment of Equity Awards and Warrants
At the Effective Time, outstanding equity awards and warrants of Halo and havenX will, in general, become fully vested (as applicable), be cancelled and converted into the right to receive a portion of the merger consideration, subject to the terms and conditions set forth in the Merger Agreement, including satisfaction of applicable exercise prices and delivery of required documentation.
3

Payment Mechanics
The Merger Agreement provides that the payment and delivery of merger consideration will be effected through customary exchange procedures, including the appointment of an exchange and paying agent. In particular:
• merger consideration will be paid and delivered through an exchange and paying agent designated in accordance with the Merger Agreement;
• holders of equity interests will be required to execute and deliver letters of transmittal or surrender agreements, together with any other required documentation, as a condition to receiving their respective portions of the merger consideration; and
• the aggregate merger consideration will be allocated and distributed among the Company Group Equityholders in accordance with a closing allocation schedule delivered by the Company Group and agreed to pursuant to the terms of the Merger Agreement.
Indemnification
The Merger Agreement contains customary representations, warranties and covenants of the parties, as well as indemnification provisions, including:
• indemnification by the former equityholders of Halo and havenX for breaches of representations, warranties and covenants, as well as certain specified matters identified in the Merger Agreement;
• indemnification by Parent for breaches of its own representations, warranties and covenants;
• customary limitations on indemnification obligations, including specified survival periods, deductibles or baskets, caps and other customary limitations on liability; and
• the ability of Parent to satisfy indemnification obligations, in whole or in part, through offsets against future cash or equity payments otherwise payable to the Company Group Equityholders, in accordance with the terms of the Merger Agreement.
Conditions to Closing
The Closing is subject to customary closing conditions, including:
• the absence of any law, order, or injunction prohibiting or restraining the consummation of the transactions contemplated by the Merger Agreement;
• the expiration or termination of any applicable regulatory waiting periods;
• the accuracy of the representations and warranties of the parties at Closing, subject to agreed materiality qualifications;
• compliance in all material respects with the covenants and agreements contained in the Merger Agreement; and
• receipt of required stockholder approvals and other customary closing deliverables.
Certain of these conditions are subject to waiver by the applicable party, in whole or in part, to the extent permitted by the Merger Agreement.

4

Termination
The Merger Agreement may be terminated under certain circumstances, including:
• by mutual written consent of Parent and the Company Group;
• by either party if the Closing has not occurred prior to a specified outside date, subject to customary extension and termination provisions; or
• by either party in the event of a material breach of the Merger Agreement by the other party that is not cured within a specified period following receipt of notice thereof.
In the event of termination, the parties will have no further obligations under the Merger Agreement, except for certain provisions that survive termination, as specified therein, including provisions relating to confidentiality and certain expenses.
Registration Rights and Lock-Up
Parent has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of shares of Parent common stock issued as merger consideration within a specified period following Closing and to use commercially reasonable efforts to cause such registration statement to become effective and to maintain its effectiveness for a specified period thereafter.
The shares of Parent common stock issued in connection with the Mergers will be subject to customary transfer restrictions under applicable securities laws and may also be subject to contractual lock-up restrictions for a specified period following Closing, during which time the holders of such shares may be limited in their ability to transfer or dispose of such securities.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which will be filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.
On May 20, 2026, the Company issued a press release, announcing the acquisition of Halo Privacy and the full integration of HavenX, which is expected to close at the end of June 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits:

Exhibit No. | Description |
2.1 | Agreement and Plan of Merger, dated May 7, 2026
|
99.1 | Press Release dated May 20, 2026
|
104 | Inline XBRL for the cover page of this Current Report on Form 8-K |

5

SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CYCURION, INC. |

Date: | May 26, 2026 | By: | /s/ L. Kevin Kelly |
Name: | L. Kevin Kelly |
Title: | Chief Executive Officer |

6

### EX-2.1 - EX-2.1
EX-2.1
2
exhibit_2x1xhaloxhavenxx.htm
EX-2.1

exhibit_2x1xhaloxhavenxx

EXECUTION VERSION ACTIVE 719440141v17 AGREEMENT AND PLAN OF MERGER BY AND AMONG CYCURION, INC. CYCURION MERGER SUB-HALO, INC., CYCURION MERGER SUB-HAVENX, INC., HAVENX, INC., HALO PRIVACY, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS THE COMPANY GROUP EQUITYHOLDER REPRESENTATIVE DATED AS OF MAY 7, 2026

4925-1594-1524, v. 9 ACTIVE 719440141v17 ARTICLE I. DEFINITIONS ...........................................................................................................7 1.01 Definitions................................................................................................................7 1.02 Other Definitional Provisions ................................................................................25 ARTICLE II. THE MERGER ........................................................................................................26 2.01 The Mergers; Surviving Corporations ...................................................................26 2.02 Closing ...................................................................................................................30 2.03 [Intentionally Omitted] ..........................................................................................30 2.04 Consideration Adjustments ....................................................................................30 2.05 Company Group Equityholder Representative Expense Amount .........................33 2.06 Earnout Payment Consideration ............................................................................33 2.07 Payment Fund ........................................................................................................35 2.08 Dissenting Shares ...................................................................................................37 2.09 Treatment of Company Group Equity Awards and Halo Warrants .......................37 2.10 Withholding ...........................................................................................................40 2.11 Allocation Schedules; Payments of Future Payments ...........................................40 2.12 Stock Consideration ...............................................................................................42 2.13 Babylon Contract Bonuses .....................................................................................44 2.14 Cash Installment Payments; Clawback ..................................................................44 ARTICLE III. CONDITIONS TO CLOSING...............................................................................47 3.01 Conditions Precedent to Obligations of the Parties ...............................................47 3.02 Conditions Precedent to Obligations of Parent, Merger Sub-Halo and Merger Sub-havenX ...............................................................................................47 3.03 Conditions Precedent to Obligations of the Company Entities .............................49 3.04 Frustration of Closing Conditions ..........................................................................50 ARTICLE IV. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES .....................................................................................................51 4.01 Organization, Standing and Power ........................................................................51 4.02 Noncontravention ...................................................................................................52 4.03 Governmental Approvals .......................................................................................52 4.04 Capitalization of the Company Entities .................................................................52 4.05 Capitalization of Subsidiaries ................................................................................53 4.06 Financial Statements ..............................................................................................54 4.07 Absence of Certain Changes ..................................................................................55 4.08 Legal Proceedings ..................................................................................................55 4.09 Compliance with Laws; Permits ............................................................................55 4.10 Material Contracts ..................................................................................................56 4.11 Intellectual Property; Privacy ................................................................................59 4.12 Employee Benefits Matters ....................................................................................63 4.13 Labor ......................................................................................................................65 4.14 Tax Matters ............................................................................................................67

4925-1594-1524, v. 9 ACTIVE 719440141v17 4.15 Real Property .........................................................................................................69 4.16 Insurance ................................................................................................................70 4.17 Environmental Matters...........................................................................................70 4.18 Interested Party Transactions .................................................................................71 4.19 Brokers and Other Advisors ...................................................................................71 4.20 Anti-Bribery Compliance.......................................................................................71 4.21 [Intentionally Omitted ............................................................................................71 4.22 Material Customers; Material Vendors ..................................................................72 4.23 Accounts Receivable ..............................................................................................72 4.24 Government Contracts ...........................................................................................72 4.25 Sanctions ................................................................................................................74 4.26 Solvency .................................................................................................................74 4.27 No Additional Representations and Warranties .....................................................74 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB-HALO AND MERGER SUB-HAVENX .................................................................75 5.01 Organization, Standing and Power ........................................................................75 5.02 Authorization .........................................................................................................75 5.03 No Equityholder Vote Required ............................................................................76 5.04 Shares of Parent Common Stock, Merger Sub-Halo and Merger Sub- havenX ...................................................................................................................76 5.05 Noncontravention ...................................................................................................77 5.06 Governmental Approvals .......................................................................................77 5.07 Legal Proceedings ..................................................................................................78 5.08 Compliance with Laws ..........................................................................................78 5.09 Brokers and Other Advisors ...................................................................................78 5.10 Investment Representation .....................................................................................78 5.11 Absence of Certain Changes ..................................................................................78 5.12 SEC Documents; Financial Statements; No Undisclosed Liabilities ....................78 5.13 Sufficiency of Funds ..............................................................................................79 5.14 No Additional Representations and Warranties .....................................................79 ARTICLE VI. COVENANTS .......................................................................................................80 6.01 Conduct of the Business of the Company Group...................................................80 6.02 Conduct of the Business of Parent .........................................................................83 6.03 Access to Books and Records ................................................................................84 6.04 Section 280G ..........................................................................................................85 6.05 Publicity; Confidentiality .......................................................................................85 6.06 Director, Manager and Officer Liability and Indemnification ...............................86 6.07 Efforts ....................................................................................................................87 6.08 Access and Investigation; Non-Reliance ...............................................................88 6.09 Access to Books and Records ................................................................................89 6.10 Delivery of Financial Information .........................................................................89 6.11 Certain Agreements ...............................................................................................90 6.12 Parent Post-Acquisition Investment .......................................................................90

4925-1594-1524, v. 9 ACTIVE 719440141v17 6.13 Information Statement ...........................................................................................90 6.14 Post-Closing Reorganization .................................................................................90 ARTICLE VII. TERMINATION ..................................................................................................91 7.01 Termination ............................................................................................................91 7.02 Effect of Termination .............................................................................................92 ARTICLE VIII. ADDITIONAL AGREEMENTS AND COVENANTS .....................................92 8.01 Further Assurances.................................................................................................92 8.02 Consents and Permits .............................................................................................92 ARTICLE IX. INDEMNIFICATION ...........................................................................................92 9.01 Indemnification by the Company Group Equityholders ........................................92 9.02 Indemnification by Parent ......................................................................................94 9.03 Indemnification Claims ..........................................................................................94 9.04 Survival of Representations and Warranties ..........................................................96 9.05 Limitations .............................................................................................................97 ARTICLE X. TAX MATTERS .....................................................................................................99 10.01 Tax Returns ............................................................................................................99 10.02 Tax Cooperation...................................................................................................100 10.03 Tax Contests.........................................................................................................100 10.04 Transfer Taxes .....................................................................................................101 10.05 Intended Tax Treatment .......................................................................................101 10.06 Tax Agreements ...................................................................................................101 10.07 Tax Refunds .........................................................................................................101 ARTICLE XI. MISCELLANEOUS ............................................................................................102 11.01 Remedies ..............................................................................................................102 11.02 Expenses ..............................................................................................................103 11.03 Entire Agreement; Amendments and Waivers ....................................................103 11.04 Governing Law ....................................................................................................103 11.05 Submission to Jurisdiction ...................................................................................104 11.06 Waiver of Jury Trial .............................................................................................104 11.07 Notices .................................................................................................................104 11.08 Binding Effect; Assignment .................................................................................105 11.09 Severability ..........................................................................................................106 11.10 Counterparts .........................................................................................................106 11.11 Company Group Equityholder Representative ....................................................106 11.12 Attorney-Client Privilege; Representation ...........................................................111

4925-1594-1524, v. 9 ACTIVE 719440141v17 SCHEDULES; EXHIBITS Exhibit A Key Employee Agreements Exhibit B Investor Representation Letter Exhibit C Letter of Transmittal Exhibit D Restrictive Covenant Agreements Exhibit E Surrender Agreement Exhibit F Parent Post-Acquisition Investment

-6- 4925-1594-1524, v. 9 ACTIVE 719440141v17 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of May 7, 2026, is made by and among (i) Cycurion, Inc., a Delaware corporation (“Parent”), (ii) Cycurion Merger Sub-Halo, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub- Halo”), (iii) Cycurion Merger Sub-havenX, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub-havenX”), (iv) Halo Privacy, Inc., a Delaware corporation (“Halo”), (v) havenX, Inc., a Wyoming corporation (“havenX”), and (vi) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative for the Company Group Equityholders (the “Company Group Equityholder Representative,” and together with Parent, Merger Sub-Halo, Merger Sub-havenX, havenX and Halo, the “Parties” and each, a “Party”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I. WHEREAS, the respective Boards of Directors of Parent, Merger Sub-Halo, Merger Sub-havenX, Halo and havenX have (i) approved the execution and delivery of, and performance under, this Agreement, (ii) approved and declared advisable that Merger Sub-Halo will merge with and into Halo, with Halo surviving the merger as a wholly-owned Subsidiary of Parent (the “Halo Merger”), (iii) approved and declared advisable that Merger Sub-havenX will merge with and into havenX, with havenX surviving the merger as a wholly-owned Subsidiary of Parent (the “havenX Merger” and, together with the Halo Merger, the “Mergers”), (iv) approved the other transactions contemplated hereby in accordance with the terms and subject to the conditions of this Agreement and the DGCL (defined below) and the WBCA (as defined below) and the respective governing documents of the Parties hereto, and (v) directed that this Agreement be submitted to their respective stockholders, as applicable, for adoption; WHEREAS, the respective Boards of Directors of Parent, Merger Sub-Halo, Merger Sub-havenX, Halo and havenX have determined that entry into this Agreement and the consummation of the transactions contemplated hereby (including the Merger) are in furtherance of and consistent with their respective business strategies and are fair to, and in the best interest of, their respective stockholders; WHEREAS, concurrently with the execution of this Agreement, and as a condition of the willingness of the Parent, Merger Sub-Halo and Merger Sub-havenX to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Parent has entered into duly executed arrangements (collectively, the “Key Employee Agreements”) with each employee identified on Exhibit A (collectively, the “Key Employees”). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

-7- 4925-1594-1524, v. 9 ACTIVE 719440141v17 ARTICLE I. DEFINITIONS 1.01 Definitions. Capitalized terms used herein and not defined in this Section 1.01 shall have the meanings assigned to such terms in the following Sections: $.......................................................... 1.02(b) Adequate Safeguards .......................... 4.11(j) Adjustment Disagreement Deadline .. 2.06(b) Affordable Care Act ........................... 4.12(f) Agreement ...................................... Preamble Balance Sheet Date ............................ 4.06(a) Bankruptcy and Equity Exception ..... 4.01(f) Closing ................................................... 2.02 Closing Date........................................... 2.02 Closing Statement .............................. 2.04(b) Collective Bargaining Agreement 4.10(a)(vi) Company Group Disclosure Schedule ....................................................... Article IV Company Group Equityholder Representative Account Payment .......... 11.1 Company Group Equityholder Representative Expenses .................. 11.11(d) Company Pension Plan ...................... 4.12(c) Converted Share ........................ 2.01(d)(i)(B) DGCL ............................................. 2.01(a)(i) Dollars ................................................ 1.02(b) Earn-Out Statement ............................ 2.06(a) Effective Time ................................... 2.01(a) Employment Matters .......................... 4.13(a) Estimated Closing Cash Consideration ............................................................ 2.04(a) Firm .................................................... 2.04(e) Halo Certificate of Merger ................. 2.01(b) Insurance Policies .................................. 4.16 Leased Real Property ......................... 4.15(b) Material Contracts .............................. 4.10(a) Material Permits ................................. 4.09(b) Maximum Premium ........................... 6.06(a) Notice of Disagreement ..................... 2.06(b) Objection Notice ................................ 2.04(e) OFAC ................................................. 4.25(a) Outside Date....................................... 7.01(c) Parent ............................................. Preamble Parent Balance Sheet Date ................. 5.12(b) Parent Prepared Income Tax Returns10.01(a) Parties ............................................. Preamble Real Property Leases .......................... 4.15(b) Registered Intellectual Property ......... 4.11(a) Sanctions ............................................ 4.25(b) SEC Documents ................................. 5.12(a) Section 280G Payments ..................... 6.04(a) Tail Policies ....................................... 6.06(a) Tax Contest .......................................... 11.03 Transfer Taxes ..................................... 10.04 Unaudited Financial Statements ........ 4.06(a) Underpayment Amount ................. 2.04(h)(ii) Waived Benefits ................................. 6.04(a) WARN Act......................................... 4.13(f) “Action” means any judicial, administrative or arbitral actions, demands, litigations, mediations, complaints, hearings, disputes, examinations, suits, claims, audits, investigations or proceedings by or before a Governmental Authority, whether at Law or in equity. “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term ”control” (including 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 such Person, whether through ownership of voting securities, by contract or otherwise.

-8- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “AFR” means the short-term Applicable Federal Rate as published by the Internal Revenue Service. “Aggregate Consideration” means (a) the Closing Cash Consideration, plus (b) the Closing Stock Consideration, plus (c) all Future Payments that become payable in accordance with the terms of this Agreement. “AI Technology” means any artificial intelligence or machine learning technology that (a) creates or generates output content of any kind; (b) makes decisions, recommendations or predictions; or (c) is regulated as an artificial intelligence system under applicable Law. “Ancillary Documents” means each agreement, document, instrument and certificate referred to in this Agreement (or other Ancillary Document) to be executed in connection with the transactions contemplated hereby. “Antitrust Law” means the Sherman Antitrust Act of 1890, the Clayton Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate (a) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (including all antitrust, competition and merger control Laws) or (b) foreign investment. “Audit Qualifications” has the meaning set forth in Section 9.01(h). “Babylon Contract” means the contract contemplated to be entered into between Halo and “Babylon,” the material terms of which are set forth on Section BC of the Company Group Disclosure Schedule. “Business Day” means any day of the year that is not a Saturday, Sunday or a day on which national banking institutions are required by Law to be closed in New York, New York. “Business Systems” means all Software, computers, electronic data processing, information, record keeping, communications and telecommunications systems, networks, interfaces, servers, peripherals, and other information technology equipment, infrastructure, and computer systems that are owned or used by any member of the Company Group. “Cash” means, as of a given time, an amount equal to the aggregate amount of all cash, cash equivalents and marketable securities of the Company Group, including (a) money markets or similar accounts and short-term investments (but in each case solely to the extent immediately convertible into cash without penalty) and credit card receivables, and (b) the amounts of any received but uncleared checks, drafts and wires issued prior to such time and deposits in transit, but (i) net of issued but uncleared checks or transfers as of such time, and (ii) excluding any Restricted Cash, in each case calculated in accordance with GAAP. “Change in Control” means, with respect to Parent, any of the following events: (a) any sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person other than Parent or any of its Affiliates; (b) the acquisition by any Person or Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision),

-9- 4925-1594-1524, v. 9 ACTIVE 719440141v17 including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than an Affiliate of Parent, in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than fifty percent (50%) of the total voting power of the outstanding voting stock of Parent, directly or indirectly; or (c) a merger or consolidation with another entity, which results in the holders of the total outstanding equity interests of Parent immediately prior to such transaction or their Affiliates owning, either directly or indirectly, less than fifty percent (50%) of the outstanding equity interests of the surviving or resulting entity, as the case may be, following such transaction (or, if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the ultimate parent entity of such surviving or resulting entity). “Clawback Period” means collectively, the Year 1 Period, Year 2 Period and Year 3 Period. “Closing Adjustment Amount” means an amount (expressed as a positive or negative number, as applicable) equal to the sum of: (i) the amount of Cash of the Company Group as of the Measurement Time, minus (ii) the amount of Indebtedness of the Company Group outstanding as of the Measurement Time, minus (iii) all Transaction Expenses. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness or Transaction Expenses shall be double counted for purposes of calculating the Closing Cash Consideration hereunder. “Closing Cash Consideration” means an amount equal to (i) the First Cash Consideration, plus (ii) the Closing Adjustment Amount, minus (iii) the Company Group Equityholder Representative Expense Amount. “Closing Date Allocation Schedule” means a schedule, prepared by the Company Group and certified by an officer thereof and delivered on the date of this Agreement and as of the Closing Date (as such schedule may be updated, corrected, amended or modified in accordance with Section 2.11 from time to time), setting forth (i) the Company Group’s calculations of the Closing Cash Consideration and the Closing Stock Consideration, and (ii) for each Company Group Equityholder: (a) the name, address and applicable wire instructions for the account or accounts of such Company Group Equityholder; (b) the number of shares of each class of Company Group Stock held as of the Closing Date by such Company Group Equityholder; (c) the number of shares of Company Group Stock subject to Company Group Equity Awards outstanding immediately prior to the Effective Time (after giving effect to the full acceleration of vesting in connection with the transactions contemplated by this Agreement or otherwise) and the applicable exercise price of each such Company Group Equity Award; (d) the number of shares of Company Group Stock subject to Halo Warrants outstanding immediately prior to the Effective Time and the applicable exercise price of each Warrant; (e) such Company Group Equityholder’s Pro Rata Share; (f) the amount to be paid to such Company Group Equityholder pursuant to this Agreement if all Aggregate Consideration is distributed; (g) whether such Company Group Equityholder is an Accredited Investor or not an Accredited Investor; (h) whether such Company Group Equityholder is a Company Employee; (i) subject to Section 2.11(d), the portion of the Closing Cash Consideration and the Closing Stock Consideration attributable to such Company Group

-10- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Equityholder’s Company Group Stock, Company Group Equity Awards and Halo Warrants, as applicable; and (j) subject to Section 2.11(d), such Company Group Equityholder’s Pro Rata Share of any Future Payments. “Closing Stock Consideration” means an aggregate number of shares of Parent Common Stock to be issued at Closing with a value equal to $1,500,000 divided by the Parent Stock Price. “Code” means the Internal Revenue Code of 1986, as amended. “Company AI Product” means any product and service of the Company Group previously or currently offered or supported by or on behalf of the Company Group, or included in the Company Group’s product roadmap that employ or make use of AI Technologies. “Company Employee” means any current or former employee, manager, director or individual consultant of any member of the Company Group. “Company Entities” means each of Halo and havenX. “Company Group” means Halo and havenX. “Company Group Equity Award” means each Halo Option and havenX Option outstanding as of immediately prior to the Effective Time. “Company Group Equityholder” means any holder of Halo Stock, havenX Stock, Company Group Equity Awards or Halo Warrants as of immediately prior to the Effective Time. “Company Group Material Adverse Effect” means an effect, event, change, occurrence or circumstance that (i) does or would reasonably be expected to materially impair or delay the ability of Halo or havenX to perform its respective obligations under this Agreement and to consummate the transactions contemplated hereby on or prior to the Outside Date or (ii) is or could reasonably be expected to be, individually or in the aggregate, materially adverse to the business, results of operations or condition (financial or otherwise) of the Company Group, taken as a whole; provided, however, that no effect, event, change, occurrence or circumstance arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Company Group Material Adverse Effect pursuant to the foregoing clause (ii): (a) operating, business, regulatory or other conditions in the industry in which the Company Group operates; (b) general economic conditions, including changes in the credit, debt, financial, currency or capital markets (including changes in interest or exchange rates), in each case, in the United States or anywhere else in the world; (c) earthquakes, floods, hurricanes, tornadoes, volcanic eruptions, natural disasters or other acts of nature or disease outbreaks, epidemics, pandemics or public health emergencies affecting the business of the Company Group; (d) global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism (including world-wide or nation-wide cybersecurity attacks) or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism (including world-wide or nation-wide cybersecurity attacks) or military actions existing or underway as of the date hereof; (e) the announcement, pendency or performance of this Agreement or the consummation of the transactions contemplated hereby (including compliance

-11- 4925-1594-1524, v. 9 ACTIVE 719440141v17 with the covenants set forth herein (other than Section 6.01(a)) and any action taken or omitted to be taken by any member of the Company Group with the prior written consent of Parent) (provided, that this item (e) shall be disregarded for purposes of the representations and warranties set forth in Section 4.02 solely as it relates to such representations and warranties); (f) any change in Laws, GAAP or other applicable accounting rules, or the generally accepted interpretation thereof; (g) the identity of Parent and its respective Affiliates; (h) any failure by the Company Group to meet any projections, forecasts or estimates (provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such failure to meet any projections, forecasts or estimates shall not be excluded under this clause (h) to the extent not otherwise excluded); and (i) any breach of this Agreement by Parent, Merger Sub-Halo or Merger Sub-havenX except, in the case of the matters described in subclauses (a), (b), (d) and (f) above, to the extent (but only to the extent) such effect, event, change, occurrence or circumstance has or would reasonably be expected to have, individually or in the aggregate, a disproportionate adverse impact on the assets, liabilities, business, condition or results of operations of the Company Group, taken as a whole, relative to other similarly situated participants in the industries in which the Company Group conducts its business. “Company Group Stock” means the Halo Stock and havenX Stock, as applicable. “Company Group’s Knowledge” means the knowledge of Mark Kearns and Lance Gaines, in each case after due and reasonable inquiry. Such individuals will be deemed to have knowledge of a particular fact, circumstance, event or other matter if (a) such individual has actual knowledge of such fact, circumstance, event or other matter, (b) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual) contained in books and records of such individual that would reasonably be expected to be reviewed by such individual in the customary performance of his or her duties or (c) such fact, circumstance, event or other matter would be known to such individual had he or she made reasonable inquiry of appropriate employees or outside consultants. “Company Indemnified Party” means the Company Group and each of their respective Non-Recourse Parties. “Company Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by any member of the Company Group. “Company Plan” means each “employee benefit plan” (as defined in Section 3(3) of ERISA) and each other benefit or compensation plan, policy or agreement, whether or not covered by ERISA, and any incentive compensation, severance, change in control, employment, individual consulting, fringe benefit, bonus, equity-based, gross up, retention, deferred compensation or other benefit or compensation plan, policy or agreement, whether domestic or foreign, (i) that is entered into, sponsored by, maintained by, contributed to by, or required to be contributed to by, any member of the Company Group with respect to any current or former employee, manager, director or individual consultant of any member of the Company Group or beneficiary thereof, or (ii) to which the Company Group may have any liability, in each case, other than any plan, program or arrangement mandated by applicable Law and sponsored or maintained by a Governmental Authority.

-12- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Company Software” means Software, that is owned or purported to be owned by any member of the Company Group and material to its business as currently conducted. “Consolidated Financial Statements” shall mean the unaudited consolidated balance sheets of the Company Group as of December 31, 2025 and the related statements of operations and statements of cash flows of the Company Group to be prepared by the Company Group as provided in Section 6.10(d) hereto. “Contingent Consideration” shall mean the amounts that may become payable to the Company Group Equityholders following the Closing in cash and shares of Parent Common Stock in respect of (i) the Babylon Contract Bonuses and (ii) the Earnout Payment, as described herein and in Schedule I hereto. “Contract” means any contract, agreement, license, deed, indenture, note, bond, lease or other legally binding commitment (whether written or oral). “Damages” means losses, damages, liabilities, claims, Taxes, liens, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder; provided that in no event shall any Party be liable for any (i) any punitive, incidental, consequential, special, indirect or exemplary damages (except, in each case, to the extent reasonably foreseeable and actually awarded in a claim by a third-party); or (ii) loss of future revenue or income, loss of business reputation or opportunity, or diminution of value. “Dissenting Shares” means shares of Company Group Stock held as of the Effective Time by a Company Group Equityholder who has not voted such shares of Company Group Stock in favor of the adoption of this Agreement and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the DGCL or Section 17-16-1302 (2025) of the WBCA, as applicable, and not effectively withdrawn or forfeited prior to the Effective Time. “Earnout Payment” has the meaning set forth in Schedule I. “Earnout Payment Consideration” means the sum of (a) the First Earnout Payment, if payable, (b) the Second Earnout Payment, if payable and (c) the Third Earnout Payment, if payable. “Earnout Payment Date” has the meaning set forth in Schedule I. “Earnout Period” means, as the context may require, the First Earnout Period, Second Earnout Period or the Third Earnout Period, as applicable. “Earnout Stock Consideration” shall mean the amounts that may become payable to the Company Group Equityholders following the Closing in shares of Parent Common Stock in respect of the Earnout Payment, as described herein and in Schedule I hereto. “Earnout Stock Consideration Issuance Date” means the actual date of issuance of shares of Parent Common Stock representing the Earnout Stock Consideration, which shall be a

-13- 4925-1594-1524, v. 9 ACTIVE 719440141v17 date promptly following each applicable Earnout Payment Date, as described herein and in Schedule I hereto. “Environmental Laws” means any applicable Law as in effect on or prior to the Closing Date relating to the protection of the environment or natural resources. “Equity Interests” means, with respect to any Person, shares, partnership interests, limited liability company interests or any other equity interest in such Person. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means, with respect to any Company Entity, any other entity, trade or business (whether or not incorporated) that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes any Company Entity, or that is a member of the same “controlled group” as any Company Entity pursuant to Section 4001(a)(14) of ERISA. “Estimated Closing Cash Consideration” has the meaning set forth in Section 2.04(a). “Estimated Closing Statement” has the meaning set forth in Section 2.04(a). “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “Exchange and Paying Agent” means PNC Bank, National association. “Exchange and Paying Agent Agreement” means an agreement to be entered into among Parent, the Company Group Equityholder Representative and the Exchange and Paying Agent, pursuant to which the Exchange and Paying Agent agrees to act as exchange and paying agent in connection with the transactions contemplated by this Agreement. “FAR” the meaning set forth in Section 4.06(c). “Final Closing Adjustment” means the amount of any adjustment to the calculation of the Closing Cash Consideration as finally determined pursuant to Section 2.04. “First Cash Consideration” means $1,000,000. “First Earnout Payment” has the meaning set forth in Schedule I. “First Earnout Period” means the period commencing on the Closing Date and ending on the earlier of (a) the twelve (12) month anniversary of the Closing Date and (b) the date on which the First Earnout Payment is paid to the Company Group Equityholders pursuant to Schedule I.

-14- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Fraud” means, with respect to any Party, an actual and intentional common law fraud under Delaware Law by such Party with respect to the making of representations and warranties contained in this Agreement by such Party and not with respect to any other matters. For the avoidance of doubt, the term “Fraud” does not include any claim for constructive fraud or any torts (including a claim for fraud) based on negligence or recklessness and only the Party who committed a Fraud shall be responsible for such Fraud. “Fundamental Representations” shall mean the representations and warranties set forth in Sections 4.01, 4.02(a), 4.04(a), 4.04(b)(i), 4.19, 5.01, 5.02, 5.03, 5.04, 5.05(a) and 5.09. “Future Payments” means, collectively, (a) any Final Closing Adjustment that becomes payable to Company Group Equityholders pursuant to Section 2.04, plus (b) any portion of any Contingent Consideration that becomes payable to Company Group Equityholders pursuant to this Agreement, plus (c) the Installment Payments, plus (d) the Post-Closing Stock Consideration, plus (e) any Company Group Equityholder Representative Account Payment that becomes payable to Company Group Equityholders pursuant to this Agreement. “GAAP” means generally accepted accounting principles in the United States, consistently applied. “Government Bid” means a bid, tender or proposal which, if accepted, would result in a Government Contract. “Government Contract” means any Contract between any member of the Company Group and any Governmental Authority, as well as any subcontract or other arrangement by which (a) a member of the Company Group has agreed to provide goods or services to a Governmental Authority, to a prime contractor, or to a subcontractor or (b) a subcontractor or vendor has agreed to provide goods or services to a member of the Company Group, where, in either event, such goods or services ultimately will be provided to or be used by a Governmental Authority. “Governmental Authority” means any national, federal, provincial, regional, state, municipal, local or foreign, multi-national or other supra-national (a) government, governmental or regulatory body, political subdivision, agency, instrumentality, authority, department, commission, board, bureau, legislature, executive or official thereof, (b) court, tribunal, arbitrator, arbitration panel or similar judicial, administrative or regulatory body, agency, department or commission, or (c) self-regulatory organization (including FINRA). “Halo” has the meaning set forth in the preamble. “Halo Option” means an option to purchase Halo Stock issued by Halo pursuant to the Halo Stock Plan. “Halo Stock” means any common or preferred stock of Halo outstanding as of the date of this Agreement. “Halo Stock Plan” means the Halo 2015 Equity Incentive Plan. “Halo Stockholder” means each holder of Halo Stock.

-15- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Halo Stockholder Approval” means the adoption of this Agreement and the approval of the Halo Merger, by execution of Written Consents, by Halo Stockholders holding not less than a majority of the votes represented by the outstanding shares of Halo Stock entitled to vote on this Agreement and the Halo Merger, voting together as a single class. “Halo Warrants” mean the warrants to purchase Halo Stock issued by Halo to certain parties. “havenX” has the meaning set forth in the preamble. “havenX Option” means an option to purchase havenX Stock issued by havenX pursuant to the havenX Stock Plan. “havenX Stock” means any common or preferred stock of havenX outstanding as of the date of this Agreement. “havenX Stock Plan” means the havenX (f/k/a Lunar Privacy, Inc.) 2023 Equity Incentive Plan. “havenX Stockholder” means each holder of havenX Stock. “havenX Stockholder Approval” means the adoption of this Agreement and the approval of the havenX Merger, by execution of Written Consents, by havenX Stockholders holding not less than a majority of the votes represented by the outstanding shares of havenX Stock entitled to vote on this Agreement and the havenX Merger, voting together as a single class. “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. “Income Tax Liability” means, notwithstanding anything to the contrary and without duplication, an amount (which shall not be less than zero in the aggregate or in respect of any jurisdiction, the Company Entities, or any taxable period) equal to (a) the unpaid income Taxes of the Company Group for any Pre-Closing Tax Period and (b) the amount of any Taxes of the Company Group arising with respect to any amounts required to be included in the taxable income after the Closing as a result of any prepaid amount received or paid, or deferred revenue accrued, by the Company Group on or prior to the Closing Date. “Indebtedness” means, without duplication, as of any particular time, the amount of (A)(i) all indebtedness for borrowed money of the Company Group (including any unpaid principal, premium, accrued and unpaid interest, related expenses, prepayment penalties), (ii) all liabilities of the Company Group evidenced by bonds, debentures, notes, or other similar debt instruments or securities (other than, for the avoidance of doubt, any customs bonds, any surety or performance bonds, or any similar instruments), (iii) all liabilities of the Company Group to pay the deferred purchase price of property or services other than trade payables incurred in the ordinary course of business, (iv) all liabilities of the Company Group arising out of interest rate and currency swap arrangements, collar and any other arrangements designed to provide protection against fluctuations in interest or currency rates, (v) any obligations (including accrued interest) of the Company Group under a lease agreement that is required to be capitalized in accordance with

-16- 4925-1594-1524, v. 9 ACTIVE 719440141v17 GAAP, (vi) the Income Tax Liability, (vii) all obligations of the Company Group with respect to letters of credit, performance bonds, surety bonds, bank guarantees, bankers’ acceptances and similar facilities issued for the account of any member of the Company Group, in each case, to the extent drawn, (viii) all obligations arising from (a) defined benefit pension plans, deferred compensation arrangements, retiree welfare benefit plans or arrangements, (b) severance arrangements with respect to employees terminated prior to Closing, and (c) accrued and unpaid vacation, paid sick leave, or other paid time off, accrued and unpaid 401(k) profit sharing contributions and other employer contributions to other defined contribution plans, or the amount of any claim related to the period prior to the Closing under any self-insured medical, dental or prescription insurance plan or program, in each case, including the employer portion of any payroll, employment or other Taxes associated with such obligations, other than severance triggered as a result of any termination of employees at the written direction of Parent, (ix) any unpaid cash based incentive compensation (including, but not limited to, executive bonuses, discretionary bonuses and commissions) with respect to the period ending on or before the Closing Date, and (x) interest, fees, premiums, penalties, breakage costs, termination costs, redemption fees, obligations and/or other amounts due in respect of or arising under any of the foregoing. “Information Statement” means the written notice and information statement prepared by the Company Group in form and substance reasonably acceptable to Parent and distributed to all holders of Halo Stock, Halo Warrants, havenX Stock, and Company Group Equity Awards, describing (i) the terms of the Mergers and the transactions contemplated by this Agreement, (ii) the treatment of Halo Stock, Halo Warrants, havenX Stock and Company Group Equity Awards pursuant to Article II, and (iii) such other information as may be required by applicable Law or reasonably requested by Parent. “Initial Registration Statement” has the meaning set forth in Section 2.12(f). “Installment Payment” shall mean the cash installment payment obligations of Parent as provided in Section 2.14. “Intellectual Property” means all intellectual property rights recognized in any jurisdiction throughout the world under applicable Law, including (a) all patents and patent applications, together with all reissuances, continuations, continuations-in-part, revisions, divisions, extensions, and reexaminations thereof, (b) trademarks, service marks, trade dress, logos and other indicia of source, trade names and Internet domain name registrations, and all registrations and applications for registration thereof, (c) rights in works of authorship, including copyrights, and all registrations and applications for registration thereof, and (d) trade secrets and proprietary rights in know-how, designs, inventions, methods, algorithms, specifications, software and data (including customer lists and customer databases) and database rights. “Intended Tax Treatment” has the meaning set forth in Section 10.05. “Investor Representation Letter” means a questionnaire to be delivered to Parent by each Company Group Equityholder regarding whether it is an “accredited investor” under Regulation D under the Securities Act, substantially in the form attached as Exhibit B hereto. “IRS” means the U.S. Internal Revenue Service.

-17- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Key Employee Agreements” has the meaning set forth in the preamble. “Key Employees” has the meaning set forth in the preamble. “KYC Information” means, collectively, (a) all documentation and other information required by any Governmental Authority under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and (b) all documentation and other information regarding the Company Group and its business required for the certification regarding individual beneficial ownership “Beneficial Ownership Certification” required by 31 C.F.R. §1010.230. “Law” means any domestic (federal, provincial, state or local) or foreign law, common law, statute, ordinance, code, rule, or regulation of any Governmental Authority or any Order. “Letter of Transmittal” means a letter of transmittal in the form attached hereto as Exhibit C. “Lien” means any claim, lien, pledge, mortgage, deed of trust, hypothecation, security interest, deposit, equitable interest, option, license, covenant, reservation, judgment, attachment, right of way, encroachment, restriction on right to sell or transfer, easement, servitude or other similar encumbrance or charge. For the avoidance of doubt, a non-exclusive license of Intellectual Property shall not be a “Lien” for purposes of this Agreement. “Malicious Code” means any surreptitious computer code or other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any Business System that interacts with such code or on which such code or other mechanism is stored or installed, or to gain unauthorized access to, or misappropriate any Personal Information or any of the Company Group’s own confidential or proprietary data (including viruses, Trojan horses, worms, logic bombs, backdoors, or other disabling device code, or designs or routines that cause Software, or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command). “Material Customers” means the ten (10) largest customers of the Company Group measured by dollar value of revenue for the twelve (12)-months ended September 30, 2025. “Material Installment Contract” means a Contract with (a) any customer of the Company Group that represents 10% or more of the Company Group’s consolidated revenue for the twelve (12) months immediately prior to Closing and (b) Babylon. “Material Restatement” means a material decrease in revenue from any Material Installment Contract in a subsequent year that, if such decrease had been taken into account during a prior year, would have reduced such prior year’s Installment Payment. “Material Vendors” means the ten (10) largest vendors of the Company Group measured by dollar value of aggregate spend for the twelve (12)-months ended September 30, 2025.

-18- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Measurement Time” means 11:59 pm Eastern Time on the day immediately prior to the Closing Date. “Merger Sub-Halo” has the meaning set forth in the preamble. “Merger Sub-Halo Board” means the board of directors of Merger Sub-Halo. “Merger Sub-Halo Common Stock” means the common stock, par value $0.001 per share, of Merger Sub-Halo. “Merger Sub-havenX” has the meaning set forth in the preamble. “Merger Sub-havenX Board” means the board of directors of Merger Sub-havenX. “Merger Sub-havenX Common Stock” means the common stock, par value $0.001 per share, of Merger Sub-havenX. “Mergers” has the meaning set forth in the preamble. “Nasdaq” means the NASDAQ Stock Exchange. “New Registration Statement” has the meaning set forth in Section 2.12(f). “Non-Recourse Party” means, with respect to a Party, any of such Party’s former, current and future equityholders, controlling Persons, directors, managers, officers, employees, advisors, agents, representatives, Affiliates, members, general or limited partners, or assignees (or any former, current or future equityholder, controlling Person, director, manager, officer, employee, advisor, agent, representative, Affiliate, member, general or limited partner, or assignee of any of the foregoing). “Open Source Software” means any Software, that is licensed pursuant to: (i) any license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses; and (ii) any license to Software, that is considered “free software” by the Free Software Foundation. “Order” means any award, decision, order, injunction, judgment, decree, ruling, writ, assessment, settlement, temporary restraining order or award of a Governmental Authority of competent jurisdiction. “Ordinary course of business” means with respect to any Person, any action or inaction taken by such Person in the ordinary course of business consistent with past practice. “Organizational Documents” means the certificate of incorporation or formation, bylaws, operating agreement, limited liability company agreement, partnership agreement and any similar governing documents, as applicable and as in effect as of the date hereof.

-19- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Parent Common Stock” means the common stock, $0.0001 par value per share, of Parent. “Parent Indemnified Party” means the Parent and its Non-Recourse Parties. “Parent Material Adverse Effect” means an effect, event, change, occurrence or circumstance that (i) does or would reasonably be expected to materially impair or delay the ability of Parent, Merger Sub-Halo or Merger Sub-havenX to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby or (ii) is or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole; provided, however, that no effect, event, change, occurrence or circumstance arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Parent Material Adverse Effect pursuant to the foregoing clause (ii): (a) operating, business, regulatory or other conditions in the industry in which Parent and its Subsidiaries operate; (b) general economic conditions, including changes in the credit, debt, financial, currency or capital markets (including changes in interest or exchange rates), in each case, in the United States or anywhere else in the world; (c) earthquakes, floods, hurricanes, tornadoes, volcanic eruptions, natural disasters or other acts of nature or disease outbreaks, epidemics, pandemics or public health emergencies affecting the business of Parent and its Subsidiaries; (d) global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism (including world-wide or nation-wide cybersecurity attacks) or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism (including world-wide or nation-wide cybersecurity attacks) or military actions existing or underway as of the date hereof; (e) the announcement, pendency or performance of this Agreement or the consummation of the transactions contemplated hereby; (f) any change in Laws or GAAP or other applicable accounting rules, or the generally accepted interpretation thereof; (g) any failure by Parent or any of its Subsidiaries to meet any projections, forecasts or estimates (provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such failure to meet any projections, forecasts or estimates shall not be excluded under this clause (g) to the extent not otherwise excluded); (h) any change in the credit rating of Parent or any of its Subsidiaries or any of their respective Affiliates (provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such change in such credit rating shall not be excluded under this clause (h) to the extent not otherwise excluded); and (i) any breach of this Agreement by the Company Group except, in the case of the matters described in subclauses (a), (b), (d) and (f) above, to the extent (but only to the extent) such effect, event, change, occurrence or circumstance has or would reasonably be expected to have, individually or in the aggregate, a disproportionate adverse impact on the assets, liabilities, business, condition or results of operations of Parent and its Subsidiaries, taken as a whole, relative to other similarly situated participants in the industries in which Parent and its Subsidiaries conduct their businesses. “Parent Stock Price” means, with respect to each applicable issuance of Parent Common Stock, $2.25 per share. “Party” has the meaning set forth in the preamble.

-20- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Payment Fund” means the Closing Cash Consideration, the Closing Stock Consideration and any Future Payments deposited with the Exchange and Paying Agent pursuant to the terms of this Agreement for distribution to the Company Group Equityholders and, as applicable, to the Payroll Provider, the Parent and/or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and Halo Warrants. “Payroll Provider” means initially ADP, the current payroll provider of the Company Entities, and any subsequent payroll provider to the Parent and/or the Surviving Corporations. “Permits” means any licenses, franchises, permits, certificates, approvals, consents, registrations, variances, qualifications, authorizations and similar rights obtained, or required to be obtained, from Governmental Authorities. “Permitted Liens” means (a) all Liens, including, imperfections in title, charges, exceptions, restrictions (including zoning), easements, rights of way, licenses, covenants, conditions, exclusions, encroachments, encumbrances and other similar matters (i) that are matters of record or may be shown or disclosed by an inspection, survey or title report or other similar report, (ii) that are disclosed in policies of title insurance, or (iii) that do not materially and adversely impact the value or current use and operation of the Leased Real Property, (b) statutory liens for current Taxes, assessments or other governmental charges (i) that are not yet delinquent or (ii) the amount or validity of which is being contested in good faith and for which adequate reserves have been established in accordance GAAP in the Financial Statements, (c) mechanics’, carriers’, workers’, repairers’, construction contractors’, landlords’ and similar Liens arising or incurred in the ordinary course of business or the amount or validity of which is being contested in good faith and for which adequate reserves have been established in accordance with GAAP in the Financial Statements, (d) zoning, building codes, entitlement and other land use and environmental regulations by any Governmental Authority having jurisdiction over such real property, which do not materially detract from the value of or materially interfere with the Company Group’s present uses or occupancy of such property (but specifically excluding any violations of such restrictions, limitations or regulations), (e) Liens (i) securing indebtedness as disclosed in the Financial Statements in accordance with GAAP and (ii) arising under applicable securities laws or the Organizational Documents of the Company Entities, (f) title of a lessor, sub- lessor, licensor or sub-licensor or secured by a lessor’s, sub-lessor’s, licensor’s or sublicensor’s interest under a capital or operating lease, sublease, license or sublicense, (g) as to the Leased Real Property, (i) any interest or title of a landlord under any Real Property Lease, (ii) any statutory Lien in favor of the landlord under any Real Property Lease or landlord lien permitted by the terms of any Real Property Lease, or assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any Real Property Lease, (iii) any Lien, restriction or encumbrance affecting the fee interest of any Leased Real Property, (iv) any subordination of the interest of the lessee under such Real Property Lease or similar arrangement to any restriction or encumbrance referred to in the foregoing clause (iii) and (v) the terms and conditions of any Real Property Lease, and (h) purchase money liens and liens securing rental payments under capital or operating lease arrangements.

-21- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or other entity. “Personal Information” means all information or data that is capable, directly or indirectly, to of identifying a natural Person or household, and/or that is considered “personal information”, “personal data”, or equivalent terms by one or more federal, state, or foreign data privacy or security Laws. “Post-Closing Reorganization” has the meaning set forth in Section 6.14. “Post-Closing Stock Consideration” means that number of shares of Parent Common Stock equal to (a) the Post-Closing Stock Consideration Amount for the Year 1 Period, the Year 2 Period and Year 3 Period, as applicable, divided by (b) the Parent Stock Price on each of the twelve (12) month, twenty-four (24) month and thirty six (36) month anniversaries of the Closing Date, as applicable, in each case as calculated by Parent. “Post-Closing Stock Consideration Amount” shall mean an amount equal to $3,000,000 less, solely with respect to the Year 2 Period and Year 3 Period, as applicable, an amount equal to fifty percent (50%) of the Clawback Amount, if any. “Post-Closing Stock Consideration Issuance Date” means the actual date of issuance of shares of Parent Common Stock representing the Post-Closing Stock Consideration which shall be a date promptly following each of the twelve (12) month, twenty-four (24) month and thirty six (36) month anniversaries of the Closing Date on each applicable Installment Payment Date (as defined below). “Pre-Closing Tax Period” means, notwithstanding any other provisions of this Agreement, any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period through the end of the Closing Date. “Privacy/Data Security Requirements” means, collectively, all of the following to the extent relating to the Processing of Personal Data or otherwise relating to privacy, security, or Security Breach notification requirements and applicable to the Company Group: (i) the Company Group’s policies (including all website privacy policies) and notices; (ii) all applicable Laws; (iii) industry standards binding on the Company Group; and (iv) contracts into which any member of the Company Group has entered or by which it is otherwise bound. “Pro Rata Indemnification Share” means, with respect to any Company Group Equityholder (A) the amount of total Aggregate Consideration actually paid to such Company Group Equityholder pursuant to this Agreement (regardless of whether such Aggregate Consideration is in the form of cash or equity), and prior to giving effect to any withholding in accordance with Section 2.10, divided by (B) the amount of total Aggregate Consideration actually paid to all Company Group Equityholders pursuant to this Agreement (regardless of whether such Aggregate Consideration is in the form of cash or equity) and prior to giving effect to any withholding in accordance with Section 2.10, in each case as of the date of determination of such share.

-22- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Pro Rata Share” means, with respect to any Company Group Equityholder, (A) the amount of total Aggregate Consideration that may become payable to such Company Group Equityholder pursuant to this Agreement (regardless of whether such Aggregate Consideration is in the form of cash or equity), and prior to giving effect to any withholding in accordance with Section 2.10, divided by (B) the amount of total Aggregate Consideration that may become payable to all Company Group Equityholders pursuant to this Agreement (regardless of whether such Aggregate Consideration is in the form of cash or equity) and prior to giving effect to any withholding in accordance with Section 2.10, in each case, as set forth on the Closing Date Allocation Schedule. For the avoidance of doubt, the Aggregate Consideration allocable to any Company Group Equityholder that holds Dissenting Shares shall not increase the Pro Rata Share of any other Company Group Equityholder. “Process” means the access, creation, collection, use, storage, maintenance, processing, recording, sharing, distribution, transfer, transmission, receipt, import, export, protection, safeguarding, access, disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium). “Protected Data” means Personal Information and data subject to the Payment Card Industry Data Security Standard issued by the PCI Security Standards Council, as it may be amended from time to time (“PCI DSS”). “Registrable Securities” has the meaning set forth in Section 2.12(f). “Restricted Cash” means any cash or cash equivalents not freely usable for any lawful purpose or transferrable because such cash is (a) held as a security deposit under any Real Property Lease or Contract, (b) required to collateralize any letters of credit performance bonds, or other similar instruments, or (c) subject to restrictions by Contract. “Restrictive Covenant Agreements” means restrictive covenant agreements to be entered into among Parent, Halo or havenX, as applicable, and the persons identified in Exhibit D hereto, substantially in the form attached as Exhibit D hereto. “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002. “SEC” means the United States Securities and Exchange Commission. “Second Earnout Payment” has the meaning set forth in Schedule I. “Second Earnout Period” means the period commencing on the Closing Date and ending on the earlier of (a) the twelve (12) month anniversary of the Closing Date and (b) the date on which the Second Earnout Payment is paid to the Company Group Equityholders pursuant to Schedule I. “Securities Act” means the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder). “Security Breach” means any (a) security breach or unauthorized access or use of any of the Business Systems, (b) unauthorized access, acquisition, destruction, damage, disclosure,

-23- 4925-1594-1524, v. 9 ACTIVE 719440141v17 loss, corruption, alteration, or use of any Protected Data or confidential information, or (c) occurrence that constitutes a “data breach,” “security breach,” “personal data breach,” “security incident,” “cybersecurity incident,” or any similar term under any applicable Law. “Share Adjustment Amount” means (a) in the event the Post-Closing Stock Consideration is reduced pursuant to the Share Cap, an amount equal to the applicable Parent Closing Stock Price multiplied by the number of shares (for purposes of this calculation, rounded up to the nearest whole share) of Parent Common Stock by which the applicable Post-Closing Stock Consideration is reduced pursuant to the Share Cap or (b) in the event any Earnout Stock Consideration is reduced pursuant to the Share Cap, an amount equal to the applicable Parent Stock Price multiplied by the number of shares (for purposes of this calculation, rounded up to the nearest whole share) of Parent Common Stock by which such Earnout Stock Consideration is reduced pursuant to the Share Cap. “Share Cap” has the meaning set forth in Section 2.12(b). “Software” means all computer software (in object code or source code format). “Staff” has the meaning set forth in Section 2.12(f). “Straddle Period” means, notwithstanding any other provisions of this Agreement, a taxable period beginning on or before the Closing Date and ending after the Closing Date. “Subsidiary” means, with respect to any Person, any other Person of which fifty percent (50%) or more of the outstanding voting securities or a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, or is otherwise Controlled, directly or indirectly, by such first Person. “Surrender Agreement” means the Surrender Agreement in the form attached hereto as Exhibit E. “Tax” means all federal, state, local or foreign taxes and any duties, assessments, levies, fees, imputed underpayments, or other charges in the nature of taxes imposed by a Governmental Authority, including all income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, customs duties, alternative or add-on minimum, property, escheat, abandoned or unclaimed property, estimated taxes, registration, disability, capital gains or other taxes of any kind whatsoever, and all interest, penalties, fines, and additions to tax imposed by any Governmental Authority in connection with any of the foregoing, in each case whether disputed or not. “Tax Proceeding” means any proceeding, judicial or administrative, involving Taxes or any audit, examination, deficiency asserted or assessment made by the IRS or any other taxing authority.

-24- 4925-1594-1524, v. 9 ACTIVE 719440141v17 “Tax Returns” means any return, report, claim for refund, estimate, information return or statement filed or required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Third Earnout Payment” has the meaning set forth in Schedule I. “Third Earnout Period” means the period commencing on the Closing Date and ending on the earlier of (a) thirty-six (36) months from the Closing Date and (b) the date on which the Third Earnout Payment is paid to the Company Group Equityholders pursuant to Schedule I. “Third Party Action” means any Action by a Person other than (and unaffiliated with) the Parties, which would reasonably be expected to result in a claim for indemnification pursuant to Article IX. “Training Data” means any data used to train, validate, test or otherwise improve an algorithm or model used in an AI Technology. “Transaction Expenses” means, without duplication, to the extent not paid as of immediately prior to the Closing, the amount of (a) all fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants) incurred by the Company Group prior to the Closing in connection with the transactions contemplated hereby, (b) all transaction bonuses, stay bonuses, retention payments, change in control payments, severance payments and other similar payments payable in connection with the transactions contemplated by this Agreement to any current or former employee, director, officer, consultant or other individual service provider of the Company Group (including any payments under double-trigger severance arrangements and retention payments), and (c) the employer portion of all payroll Taxes payable in respect of any of the following: (i) any of the amounts described in clause (b), (ii) any compensatory amounts resulting from the vesting, exercise, settlement, cash-out or similar payments made with respect to any equity or equity-based incentives on or prior to the Closing Date to the extent incurred or to be incurred by a member of the Company Group (including any equity awards issued by Company to service providers of any member of the Company Group), and (iii) the forgiveness of any employee loans on or prior to the Closing Date. “Transaction Tax Deductions” means, without duplication, regardless of by whom or when paid, any Tax loss, deduction or credit resulting from or attributable to (a) the payment of the Transaction Expenses (including amounts that would have been Transaction Expenses but were in fact paid prior to the Closing), and (b) any costs, fees, expenses or other liabilities included as an item of Indebtedness, any deduction for unamortized financing costs of the Company Group and premium deductions arising from the repayment of indebtedness, in each case, in connection with the transactions contemplated by this Agreement (including any previously capitalized expenses attributable thereto, interest, breakage fees or accelerated deferred financing fees and other fees associated with such prepayment). “Transfer Agent” means Equiniti Trust Company, LLC. “Treasury Regulations” means the U.S. Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation section shall be interpreted to

-25- 4925-1594-1524, v. 9 ACTIVE 719440141v17 include any final or temporary revision of or successor to that section regardless of how numbered or classified. “Willful Breach” means a Party’s knowing and intentional material breach of any of its representations or warranties as set forth in this Agreement, or such Party’s knowing and intentional material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes a purposeful act or failure to act by such Party with the knowledge that the taking of such act or failure to take such act would cause a breach of this Agreement. 1.02 Other Definitional Provisions. (a) Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. The word “day” means a calendar day unless Business Day is expressly specified. (b) Dollars. Any reference in this Agreement to “Dollars“ or “$“ shall mean U.S. dollars. (c) Exhibits/Schedules. The Annexes, the Exhibits, the Schedules and the Company Group Disclosure Schedule are hereby incorporated and made a part hereof and are an integral part of this Agreement. The Company Group may, at its option, include in the Company Group Disclosure Schedule, items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. Any matter set forth in any section of any of the Company Group Disclosure Schedule shall be deemed to be referred to and incorporated in any section to which it is specifically referenced or cross-referenced, and also in all other sections of the applicable Company Group Disclosure Schedule, to which such matter’s application or relevance is reasonably apparent on the face of such disclosure. Any capitalized terms used in any Annex, Exhibit, Schedules or the Company Group Disclosure Schedule, but not otherwise defined therein, shall be defined as set forth in this Agreement. (d) Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. (e) Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

-26- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (f) Herein. The words such as “herein,” “hereby,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. (g) Including. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. (h) Or. The word “or” is not exclusive, unless the context otherwise requires. (i) Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation and that is reasonably identified as such in the balance sheet or financial statement or (B) such item is otherwise specifically and expressly set forth or reflected as such on the balance sheet or financial statements. (j) Contemplated Hereby. Actions referred to herein as “contemplated,” “required,” or “permitted” by this Agreement and similar statements refer to actions expressly contemplated, expressly required or expressly permitted by this Agreement, as applicable. ARTICLE II. THE MERGER 2.01 The Mergers; Surviving Corporations. (a) On the terms and subject to the conditions set forth herein, and in accordance with General Corporation Law of the State of Delaware (the “DGCL”) and the Wyoming Business Corporation Act (the “WBCA”), as applicable, at the Effective Time, (i) Merger Sub-Halo shall be merged with and into Halo and (ii) Merger Sub-havenX shall be merged with and into havenX. By virtue of the (1) Halo Merger, at the Effective Time, the separate existence of Merger Sub-Halo shall cease and Halo shall continue as the surviving corporation in the Halo Merger (the “Halo Surviving Corporation”) and (2) havenX Merger, at the Effective Time, the separate existence of Merger Sub-havenX shall cease and havenX shall continue as the surviving corporation in the havenX Merger (the “havenX Surviving Corporation” and, together with the Halo Surviving Corporation, the “Surviving Corporations”). (b) Effective Time. At the Closing, (i) Halo shall file with the Secretary of State of the State of Delaware a certificate of merger for the Halo Merger (the “Halo Certificate of Merger”), duly executed in accordance with the DGCL and in such form as required by the DGCL and as agreed by Parent and (ii) havenX shall file with each of the Secretary of State of the State of Delaware and the Secretary of State of the State of Wyoming a certificate of merger for the havenX Merger (the “havenX Certificate of Merger” and together with the Halo Certificate of Merger, the “Certificates of Merger”), duly executed in accordance with the DGCL and WBCA, as applicable, and in such form as required by the DGCL and WBCA, as applicable, and as agreed by Parent. The Mergers shall become effective at the time the Company Group duly files the

-27- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Certificates of Merger with the Secretary of State of the State of Delaware and Secretary of State of the State of Wyoming, as applicable, or at such later time as Parent and the Company Group shall agree and specify in the Certificates of Merger (the time the Mergers become effective, the “Effective Time”). (c) Effects of the Merger. The Mergers shall have the effects provided herein and the applicable provisions of the DGCL and WBCA, as applicable. Without limiting the generality of the foregoing, at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of (i) Halo and Merger Sub-Halo shall vest in the Halo Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Halo and Merger Sub-Halo shall become the debts, liabilities, obligations, restrictions and duties of the Halo Surviving Corporation and (ii) havenX and Merger Sub-havenX shall vest in the havenX Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of havenX and Merger Sub-havenX shall become the debts, liabilities, obligations, restrictions and duties of the havenX Surviving Corporation. (i) Certificate of Incorporation and Bylaws of Surviving Corporations. At the Effective Time, (A) the certificate of incorporation of the Halo Surviving Corporation will be amended in its entirety to read as set forth in the Halo Certificate of Merger until thereafter amended as provided therein or in accordance with applicable Law, (B) the bylaws of Halo in effect immediately prior to the Effective Time shall be the bylaws of the Halo Surviving Corporation, (C) the articles of incorporation of the havenX Surviving Corporation will be amended in its entirety to read as set forth in the havenX Certificate of Merger until thereafter amended as provided therein or in accordance with applicable Law, and (D) the bylaws of havenX in effect immediately prior to the Effective Time shall be the bylaws of the havenX Surviving Corporation. (ii) Directors and Officers of the Halo Surviving Corporations and havenX Surviving Corporation. As of the Effective Time, (A) each member of the board of directors of Halo immediately prior to the Effective Time shall resign from office effective as of the Effective Time and shall appoint each director of Merger Sub-Halo immediately prior to the Effective Time as a director of the Halo Surviving Corporation as of the Effective Time, (B) except as may be determined by Parent prior to the Closing, each officer of Merger Sub-Halo immediately prior to the Effective Time shall continue to serve in his or her respective office as an officer of the Halo Surviving Corporation from and after the Effective Time, (C) each member of the board of directors of havenX immediately prior to the Effective Time shall resign from office effective as of the Effective Time and shall appoint each director of Merger Sub-havenX immediately prior to the Effective Time as a director of the havenX Surviving Corporation as of the Effective Time, and (D) except as may be determined by Parent prior to the Closing, each officer of Merger Sub-havenX immediately prior to the Effective Time shall continue to serve in his or her respective office as an officer of the havenX Surviving Corporation from and after the Effective Time. (d) Effect on Capital Stock in the Mergers.

-28- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (i) At the Effective Time, by virtue of the Mergers and without any action by any Party or any other Person: (A) (1) the shares of Halo Stock that are held by Halo (including shares held as treasury stock or otherwise) or any of its Subsidiaries as of immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; (2) the shares of havenX Stock that are held by havenX (including shares held as treasury stock or otherwise) or any of its Subsidiaries as of immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; and (3) the shares of havenX Stock that are held by Halo as of immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no additional consideration shall be delivered in exchange therefor (provided that the Parties acknowledge and agree that the consideration that would have otherwise been paid to Halo in its capacity the holder of shares of havenX Stock shall be paid to the holders of Halo Stock, Halo Options and Halo Warrants in connection with the Halo Merger, in each case as set forth on the Closing Date Allocation Schedule); (B) subject to Section 2.07(b), each share of Company Group Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (i) shares of Company Group Stock referenced in Section 2.01(d)(i)(A) and (ii) Dissenting Shares) (each, a “Converted Share“) shall be automatically converted into the right of the holder thereof to receive cash and shares of Parent Common Stock, as set forth in the Closing Date Allocation Schedule, equal to (1) such holder’s (A) Pro Rata Share of the Closing Cash Consideration and (B) Pro Rata Share of the Closing Stock Consideration, plus (2) such holder’s Pro Rata Share of the portion of all Future Payments, in each case, that may become payable pursuant to the terms of this Agreement. (C) each Halo Warrant that is issued and outstanding as of immediately prior to the Effective Time shall be automatically cancelled and converted into the right of the holder thereof to receive cash and shares of Parent Common Stock, as set forth in the Closing Date Allocation Schedule, equal to the excess, if any, of (1) the sum of such holder’s (A) Pro Rata Share of the Closing Cash Consideration and (B) Pro Rata Share of the Closing Stock Consideration, plus (2) such holder’s Pro Rata Share of the portion of all Future Payments, in each case, that may become payable pursuant to the terms of this Agreement over (2) the aggregate exercise price of such holder’s Halo Warrant; provided, however, that no holder of a Halo Warrant shall be entitled to receive any proceeds until the amount of Aggregate Consideration paid hereunder that would be allocated to such holder if the holder would have received full value of each share under the Halo Warrant exceeds the aggregate exercise price for such Halo Warrant, as set forth on the Closing Date Allocation Schedule. (D) each Company Group Equity Award that is issued and outstanding as of immediately prior to the Effective Time shall be automatically

-29- 4925-1594-1524, v. 9 ACTIVE 719440141v17 cancelled and converted into the right of the holder thereof to receive cash and shares of Parent Common Stock, as set forth in the Closing Date Allocation Schedule, equal to the excess, if any, of (1) the sum of (A) such holder’s Pro Rata Share of the Closing Cash Consideration, plus (B) such holder’s Pro Rata Share of the Closing Stock Consideration, plus (C) such holder’s Pro Rata Share of the portion of all Future Payments, in each case, that may become payable pursuant to the terms of this Agreement in accordance with Section 2.09 of this Agreement, over (2) the aggregate exercise price of such holder’s Company Group Equity Award; provided, however, that no holder of a Company Group Equity Award shall be entitled to receive any proceeds until the amount of Aggregate Consideration paid hereunder that would be allocated to such holder if the holder would have received full value of each share under the Company Group Equity Award exceeds the aggregate exercise price for such Company Group Equity Award, as set forth on the Closing Date Allocation Schedule. (E) (1) each share of Merger Sub-Halo Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Halo Surviving Corporation and (2) each share of Merger Sub-havenX Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the havenX Surviving Corporation. (ii) At the Effective Time, the Company Group Equityholders shall cease to have any right, title or interest therein or thereto, except as to the right to receive the consideration set forth in Section 2.01(d)(i)(B), 2.01(d)(i)(C) and 2.01(d)(i)(D), as applicable. (e) Fractional Shares. No fractions of shares of Parent Common Stock shall be issued as a result of or in connection with the Merger, and any such fractions shall be rounded up to the nearest whole number of shares. (f) Further Assurances. If, at any time after the Effective Time, the Halo Surviving Corporation or havenX Surviving Corporation, as applicable determines that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in the Halo Surviving Corporation or havenX Surviving Corporation, respectively, its right, title or interest in, to or under any right, property or asset of either of Halo or havenX, as applicable, or (if applicable) Merger Sub-Halo or Merger Sub-havenX acquired or to be acquired by the Halo Surviving Corporation or havenX Surviving Corporation, as applicable, as a result of, or in connection with, the Mergers or otherwise to carry out this Agreement, then the agents of the applicable Surviving Corporation shall be authorized to take all such actions as any such agents deems necessary or desirable to vest all right, title or interest in, to and under such rights, properties or assets in the Halo Surviving Corporation or havenX Surviving Corporation, as applicable, or otherwise to carry out the purposes hereof.

-30- 4925-1594-1524, v. 9 ACTIVE 719440141v17 2.02 Closing. Subject to the satisfaction of the conditions set forth in Article III (or, to the extent permitted by applicable Law, the written waiver thereof by the Party entitled to waive any such conditions), the closing of the transactions contemplated hereby (the ”Closing”) will take place by exchange of electronic deliverables on the third (3rd) Business Day after the satisfaction or waiver of each condition to the Closing set forth in Article III (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) unless another time, date or place is agreed to in writing by the Parties. The date on which the Closing occurs is referred to in this Agreement as the ”Closing Date”. 2.03 [Intentionally Omitted]. 2.04 Consideration Adjustments. (a) At least five (5) Business Days prior to the Closing Date, the Company Group shall prepare and deliver to Parent a good faith estimate of the Closing Cash Consideration (the “Estimated Closing Cash Consideration”), including the First Cash Consideration, the Closing Adjustment Amount, and the Company Group Equityholder Representative Expense Amount and each of the components thereof, calculated in accordance with the definition thereof and GAAP, based on the Company Group’s books and records and other information then available (such estimate, the “Estimated Closing Statement”). Following delivery of the Company Group’s calculation of the Estimated Closing Cash Consideration, to the extent reasonably requested in writing by Parent, the Company Group shall make available to Parent supporting documentation (subject to execution of any customary work paper access letter to the extent applicable) used in preparing the Estimated Closing Statement and the Company Group shall consider any reasonable comments provided by Parent at least two (2) Business Days prior to the Closing Date, in good faith based on Parent’s review of the calculations of Estimated Closing Cash Consideration (or any components thereof) and such documentation. (b) As promptly as practicable after the Closing, but in no event later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Company Group Equityholder Representative a statement (the “Closing Statement”) setting forth Parent’s good faith calculation of the Closing Cash Consideration, including each of the components thereof, in each case, in accordance with the definitions hereof. (c) The Closing Statement shall (i) be prepared, and Cash shall be determined, in accordance with the past practices and policies of the Company Group, and (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments, changes arising from or resulting as a consequence of the transactions contemplated hereby (including any contribution of Cash to the Company Group or any repayment of Indebtedness or Transaction Expenses), or changes due to events or circumstances occurring or arising following the Closing. (d) The post-Closing purchase price adjustment as set forth in this Section 2.04 is not intended to permit the introduction of different accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise from those used to calculate the amounts set forth on, and included in, GAAP.

-31- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (e) Parent and its Subsidiaries (including the Company Entities and their respective Subsidiaries) shall (i) permit the Company Group Equityholder Representative and its respective representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) pertaining to or used in connection with the preparation of the Closing Statement and Parent’s calculation of the Closing Cash Consideration and provide the Company Group Equityholder Representative with copies thereof (as reasonably requested by the Company Group Equityholder Representative) and (ii) provide the Company Group Equityholder Representative and their respective representatives reasonable access, during normal business hours to Parent’s and its Subsidiaries’ (including the Company Entities’ and their respective Subsidiaries’) appropriate personnel involved in the preparation of the Closing Statement, in each case at the Company’s Representative’s sole cost and expense. If the Company Group Equityholder Representative disagrees with any part of Parent’s calculation of the Closing Cash Consideration as set forth on the Closing Statement, the Company Group Equityholder Representative shall, within thirty (30) days after the Company Group Equityholder Representative’s receipt of the Closing Statement, notify Parent in writing of such disagreement by setting forth the Company Group Equityholder Representative’s calculation of the Closing Cash Consideration, including each of the components thereof, and describing in reasonable detail the basis for such disagreement (an “Objection Notice”). If an Objection Notice is timely delivered to Parent, then Parent and the Company Group Equityholder Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Cash Consideration. Parent and the Company Group Equityholder Representative each acknowledge and agree that all discussions related to an Objection Notice are, without prejudice, communications made in confidence with the intent of attempting to resolve a litigious dispute and are subject to settlement privilege (and all such negotiations related thereto shall, unless otherwise agreed by Parent and the Company Group Equityholder Representative, shall be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). In the event that Parent and the Company Group Equityholder Representative are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Objection Notice or such longer period as Parent and the Company Group Equityholder Representative may mutually agree in writing, Parent and the Company Group Equityholder Representative shall promptly submit such remaining disagreements to BDO LLP, or, if such firm refuses or is otherwise unable to act in such capacity, an independent nationally-recognized valuation or consulting firm as is acceptable to Parent and the Company Group Equityholder Representative (the ”Firm”). For the avoidance of doubt, any determination expressly set forth in the Closing Statement which is not objected to in an Objection Notice shall be final and binding upon the Parties. (f) The Firm shall act as an expert and not as an arbitrator, and make a final and binding determination with respect to the computation of the Closing Cash Consideration, including each of the components thereof (in accordance with the definitions thereof), to the extent such amounts are in dispute, in accordance with past practices and policies of the Company Group. Parent and the Company Group Equityholder Representative shall cooperate with the Firm during the term of its engagement and shall use reasonable best efforts to cause the Firm to resolve all remaining disagreements with respect to the computation of the Closing Cash Consideration, including each of the components thereof, as soon as practicable. The Firm shall consider only those items and amounts in Parent’s and the Company Group Equityholder Representative’s respective calculations of the Closing Cash Consideration, including each of the components thereof, that are in the Objection Notice and identified as being items and amounts to which Parent

-32- 4925-1594-1524, v. 9 ACTIVE 719440141v17 and the Company Group Equityholder Representative have been unable to agree. In resolving any disputed item, the Firm may not assign a value to any item in dispute other than either (i) Parent’s proposed value for such disputed item as set forth in the Closing Statement, or (ii) the Company Group Equityholder Representative’s proposed value for such disputed item as set forth in an Objection Notice (i.e., a “baseball arbitration”), based on whether Parent’s or the Company Group Equityholder Representative’s proposed value of such disputed item is closer to the Firm’s own calculations for such disputed item. The Firm’s determination of the Closing Cash Consideration, including each of the components thereof, shall be based solely on written presentations submitted by Parent and the Company Group Equityholder Representative which are in accordance with the terms of this Agreement (including the definitions of each of the components thereof) (i.e., not on the basis of an independent review). The determination of the Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review absent manifest error or manifest failure of the Firm to adhere to the requirements of this Agreement. (g) The Company Group Equityholder Representative shall pay a portion of the fees and expenses of the Firm equal to the percentage by which the portion of the disputed amounts in the Company Group Equityholder Representative’s submission to the Firm not awarded to the Company Group Equityholder Representative bears to the aggregate amount actually disputed by the Company Group Equityholder Representative in the Company Group Equityholder Representative’s submission to the Firm, and Parent shall pay the remaining portion of such fees and expenses. For purposes of illustration only, if the amount in dispute is $100 and if the final written determination of the Firm states that $80 of the disputed amount is resolved in the Company Group Equityholder Representative’s favor and $20 of the disputed amount is resolved in Parent’s favor, the Company Group Equityholder Representative would bear 20% of the Firm’s costs and expenses, on the one hand, and Parent would bear 80% of such costs and expenses, on the other hand. (h) Within five (5) Business Days after the Closing Cash Consideration, including each of the components thereof, is finally determined pursuant to this Section 2.04: (i) if the Closing Cash Consideration as finally determined pursuant to this Section 2.04 is equal to or less than the Estimated Closing Cash Consideration, Parent may offset the absolute value of such difference against the amount of any Future Payments or Babylon Contract Bonuses; and (ii) if the Closing Cash Consideration as finally determined pursuant to this Section 2.04 is greater than the Estimated Closing Cash Consideration: (A) Parent shall promptly (but in any event within two (2) Business Days following the final determination of the Closing Cash Consideration) pay to the Exchange and Paying Agent for distribution to the Company Group Equityholders (including, and, as applicable, to the Payroll Provider, the Parent and/or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and Halo Warrants), in each case in accordance with the Closing Date Allocation Schedule the absolute value of such difference (such amount, the “Underpayment Amount”).

-33- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (i) Any payment made pursuant to Section 2.04(h) shall be treated by all Parties for U.S. federal (and applicable state, local, and non-U.S.) income Tax purposes as an adjustment to the Closing Cash Consideration to the extent permitted by applicable Law. 2.05 Company Group Equityholder Representative Expense Amount. At the Closing, Parent shall deliver to the Company Group Equityholder Representative (on behalf of the Company Group Equityholders) $50,000 (the “Company Group Equityholder Representative Expense Amount”), or such higher amount as the Company Group Equityholder Representative may designate in writing to Parent at least five (5) Business Days prior to the Closing, by wire transfer of immediately available funds to the account(s) designated by the Company Group Equityholder Representative, for the purposes of paying directly, or reimbursing the Company Group Equityholder Representative for, any expenses incurred by the Company Group Equityholder Representative in connection with the performance of its duties pursuant to this Agreement and the Ancillary Documents, including to satisfy potential future obligations of the Company Group Equityholder Representative and/or the Company Group Equityholders to the Company Group Equityholder Representative. The Company Group Equityholders will not receive any interest or earnings on the Company Group Equityholder Representative Expense Amount and irrevocably transfer and assign to the Company Group Equityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Company Group Equityholder Representative will not be liable for any loss of principal of the Company Group Equityholder Representative Expense Amount other than as a result of its gross negligence or willful misconduct. The Company Group Equityholder Representative will hold these funds separate from its other funds, will use these funds solely in connection with the performance of its duties hereunder, and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Company Group Equityholder Representative Expense Amount shall be retained in whole or in part by the Company Group Equityholder Representative for such time as the Company Group Equityholder Representative shall determine in its sole discretion. If the Company Group Equityholder Representative shall determine in its sole discretion at any time to return all or any portion of the Company Group Equityholder Representative Expense Amount to the Company Group Equityholders, it shall deposit such amount with the Exchange and Paying Agent, for the benefit of the Company Group Equityholders, which shall promptly distribute to each Company Group Equityholder its portion thereof. For tax purposes, the Company Group Equityholder Representative Expense Amount will be treated as having been received and voluntarily set aside by the Company Group Equityholders at the time of Closing. 2.06 Earnout Payment Consideration. (a) Payment. Within ninety (90) days following the expiration of each Earnout Period, Parent shall prepare and deliver to the Company Group Equityholder Representative a statement setting forth in reasonable detail its good faith calculation of an Earnout Payment that may be payable with respect to such period, which shall be based upon the financial results by the Company Group on a consolidated basis and calculated in accordance with the terms of this Agreement (the “Earn-Out Statement”), together with any reasonable supporting details to enable a review of such statement by the Company Group Equityholder Representative. During the thirty (30) day period following Parent’s delivery of the Earn-Out Statement, the Company Group Equityholder Representative shall, upon reasonable request and at the Company Group

-34- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Equityholder Representative’s sole cost and expense, be provided with reasonable access during normal business hours to books and records, the appropriate personnel of Parent, Halo Surviving Corporation, and/or havenX Surviving Corporation (as applicable) involved in the preparation of the Earn-Out Statement and (subject to the execution of a customary work paper access letter, if requested) workpapers to enable the Company Group Equityholder Representative to evaluate the calculation of Earnout Payment prepared by Parent; provided, that if the Company Group Equityholder Representative make such request in writing during such thirty (30) day period, then such thirty (30) day period will be extended by an additional five (5) Business Days (and in such case, the review period will be thirty-five (35) days). Within five (5) Business Days after the Earn- Out Statement becomes final, binding and non-appealable by the Parties in accordance with Section 2.06(b) (each such date, the “Earnout Payment Date”), Parent shall pay or cause to be paid to the Exchange and Paying Agent (for distribution to the Company Group Equityholders, including, as applicable, to the Payroll Provider, the Parent and/or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and Halo Warrants) the Earnout Payment, if any, by wire transfer of immediately available funds to the accounts designated by the Company Group Equityholders to the Exchange and Paying Agent in writing (including, as applicable, to the Payroll Provider, the Parent and/or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and Halo Warrants). (b) Finalization. The Earn-Out Statement shall become final, binding and non- appealable by the Parties on the thirtieth (30th) day (or thirty-five (35) days, if applicable pursuant to Section 2.06(a)) following receipt thereof by the Company Group Equityholder Representative (the “Adjustment Disagreement Deadline”), unless the Company Group Equityholder Representative gives written notice of its disagreement with such Earn-Out Statement to Parent prior to the Adjustment Disagreement Deadline (a “Notice of Disagreement”), specifying in reasonable detail the nature and amount of any disagreements so asserted (including reasonable supporting documentation) and including objections only based on mathematical errors in the calculations set forth therein, or based on any of the foregoing not being calculated in accordance with the terms of this Agreement. To the extent not set forth in the Notice of Disagreement timely received by Parent, the Company Group Equityholder Representative shall be deemed to have agreed with Parent’s calculations of all items and amounts contained in the Earn-Out Statement, as applicable, and such items and amounts shall be final, binding and non-appealable by the Parties. If the Notice of Disagreement is timely received by Parent, then the matters in dispute in the Earn- Out Statement (in each case, as revised in accordance with this sentence), as applicable, shall become final, binding and non-appealable by the Parties on the earlier of (A) the date on which Parent and the Company Group Equityholder Representative resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date on which all such disputed matters are finally resolved in writing by the Firm pursuant to the procedures set forth in this Section 2.06(b). During the thirty (30)-day period following the delivery of the Notice of Disagreement, Parent and the Company Group Equityholder Representative shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such thirty (30) day period, Parent and the Company Group Equityholder Representative shall submit to the Firm for review any and all matters that remain in dispute and were included in the Notice of Disagreement timely received by Parent. Section 2.04(f) and Section 2.04(g) shall apply mutatis mutandis to any disputes pursuant to this Section 2.06; provided, that any references to “Closing

-35- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Cash Consideration” and “Objection Notice” therein shall be replaced with “Earnout Payment” and “Notice of Disagreement”, as applicable. (c) Any payment made pursuant to this Section 2.06 shall be treated by all Parties for U.S. federal (and applicable state, local, and non-U.S.) income Tax purposes as an adjustment to the consideration for the Mergers to the extent permitted by applicable Law. The payments described in this Section 2.06 shall be the sole and exclusive remedy of Parent and the Company Group Equityholders for any and all claims arising under this Agreement with respect to this Section 2.06. (d) Notwithstanding anything herein to the contrary, except in the case of Fraud or manifest error and except for the rights of the Company Group Equityholder Representative against the Company Group Equityholders under Section 11.11, the process set forth in this Section 2.06 shall be the sole and exclusive remedy of the Parties for any disputes related to the determination of the Earnout Payment (except to the extent such determination relates to the compliance by a Party with its covenants set forth in this Agreement). (e) In addition, Parent shall comply with any additional requirements set forth in Schedule I. 2.07 Payment Fund. The procedures for exchanging outstanding shares of Company Group Stock, outstanding Company Group Equity Awards, and outstanding Halo Warrants for the consideration to be paid to the holders of such Company Group Stock, Company Group Equity Awards, and/or Halo Warrants in connection with the Mergers are as follows: (a) Exchange and Paying Agent. The Exchange and Paying Agent shall, pursuant to instructions from Parent in accordance with the Exchange and Paying Agent Agreement and the Closing Date Allocation Schedule, upon deposit by Parent of such amounts, deliver the amounts payable to the Company Group Equityholders (other than in respect of Company Group Equity Awards and Halo Warrants, which shall be handled as set forth in the next sentence) out of the Payment Fund in accordance with the terms of this Agreement. The Exchange and Paying Agent shall, pursuant to instructions from Parent in accordance with the Exchange and Paying Agent Agreement and the Closing Date Allocation Schedule, upon deposit by Parent of such amounts, deliver the amounts payable to the Company Group Equity Awards and Halo Warrants out of the Payment Fund to the Payroll Provider and/or the Parent or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and Halo Warrants in accordance with the terms of this Agreement. The Payment Fund shall be invested by the Exchange and Paying Agent as directed by Parent. The Payment Fund shall not be used for any purpose other than as specified in this Section 2.07(a). The Exchange and Paying Agent shall provide the Transfer Agent with directions with respect to the shares of Parent Common Stock issuable to the Company Group Equityholders pursuant to the terms of this Agreement, and Parent will authorize the Transfer Agent to take such issuance directions from the Exchange and Paying Agent. (b) Exchange Procedures. Parent shall instruct the Exchange and Paying Agent, no later than two (2) Business Days after the Effective Time deliver (a) to each Company Group Equityholder (other than holders of Halo Warrants and Company Group Equity Awards) of

-36- 4925-1594-1524, v. 9 ACTIVE 719440141v17 record (i) a Letter of Transmittal and (ii) instructions for effecting the exchange for the applicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of this Agreement and (b) to each holder of Halo Warrants and Company Group Equity Awards of record (i) a Surrender Agreement and (ii) instructions for effecting the exchange for the applicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of this Agreement. Upon delivery of a duly completed and executed Letter of Transmittal, such Company Group Equityholder shall be entitled to receive in exchange therefor (1) cash in an amount equal to the Closing Cash Consideration payable in respect of the shares of Company Group Stock reflected in such Letter of Transmittal, (2) a number of shares of Parent Common Stock equal to the Closing Stock Consideration payable in respect of the shares of Company Group Stock reflected in such Letter of Transmittal, and (3) following receipt of any amounts in respect of Future Payments by the Exchange and Paying Agent, cash and/or a number of shares of Parent Common Stock, as applicable, in an amount equal to such Company Group Equityholder’s Pro Rata Share thereof, in each case in respect of the shares of Company Group Stock reflected in such Letter of Transmittal and as determined in accordance with the terms of this Agreement and reflected on the Closing Date Allocation Schedule. Payments in respect of Parent Common Stock pursuant to this Agreement will be delivered by the Transfer Agent pursuant to instructions directions provided by the Exchange and Paying Agent. If payment in respect of any such Company Group Stock, Company Group Equity Award, or Halo Warrant is to be made to a Person other than the Company Group Equityholder of record for such Company Group Stock, Company Group Equity Award, or Halo Warrant it shall be a condition of payment that the Person requesting such payment shall have established to the reasonable satisfaction of Parent and the Exchange and Paying Agent that any transfer and other Taxes required by reason of such payment to a Person other than the record holder of such Company Group Stock, Company Group Equity Award, or Halo Warrant have been paid or are not applicable and that such person is an Accredited Investor. (c) No Further Ownership Rights in Company Group Stock, Halo Warrant, or Company Group Equity Award. All consideration paid following the delivery of a duly completed and executed Letter of Transmittal or, with respect to holders of Company Group Equity Awards and Halo Warrants, of a Surrender Agreement, reflecting shares of Company Group Stock, Halo Warrants or Company Group Equity Awards (including any Future Payments payable with respect thereto) in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Group Stock, Halo Warrants or Company Group Equity Awards, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the applicable Surviving Corporation of the shares of Company Group Stock which were outstanding as of immediately prior to the Effective Time. (d) Termination of Payment Fund. Any amount deposited with the Exchange and Paying Agent that remains undistributed to the holders of Company Group Stock, Halo Warrants or Company Group Equity Awards until the fourth (4th) anniversary of the Closing Date, shall be delivered back to Parent (subject to abandoned property, escheat or similar Law), upon demand by Parent, and any holder of Company Group Stock, Halo Warrants or Company Group Equity Awards who is entitled to such amount under this Section 2.07 or any Future Payment shall (subject to Section 2.07(e)) be entitled to seek payment of such amount from Parent only as a general creditor thereof.

-37- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (e) No Liability. To the extent permitted by applicable Law, none of Parent, Merger Sub-Halo, Merger Sub-havenX, Halo, havenx, the Halo Surviving Corporation, the havenX Surviving Corporation or the Exchange and Paying Agent shall be liable to any Company Group Equityholder for any amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Letters of Transmittal and, with respect to holders of Company Group Equity Awards and holders of Halo Warrants, of Surrender Agreements, shall not have been delivered prior to the fourth (4th) anniversary of the Closing Date (or immediately prior to such earlier date on which the related consideration payable pursuant to this Article II would otherwise escheat to or become the property of any Governmental Authority), any such consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of the Halo Surviving Corporation or havenX Surviving Corporation, as applicable, free and clear of all claims or interest of any Person previously entitled thereto. 2.08 Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement, Dissenting Shares shall not be converted into or represent the right to receive any portion of the Aggregate Consideration in accordance with Section 2.01, but shall be entitled only to such rights as are granted by the DGCL or WBCA, as applicable, to a holder of Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive any portion of the Aggregate Consideration otherwise payable in respect thereof pursuant to this Agreement, without interest thereon. (c) The Company Group shall give Parent (i) prompt notice of any written demand for appraisal received by the Company Group prior to the Effective Time pursuant to the DGCL or WBCA, as applicable, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Group prior to the Effective Time pursuant to the DGCL or WBCA, as applicable, that relates to such demand and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. The Company Group shall not settle or make any payment or settlement offer prior to the Effective Time with respect to any such demand, notice or instrument unless Parent shall have given its written consent (which consent shall not be unreasonably withheld, conditioned or delayed) to such settlement, payment or settlement offer. (d) The portion of the Aggregate Consideration that would otherwise have been allocated to such Dissenting Shares pursuant to the Closing Date Allocation Schedule shall not be redistributed to or increase the portion of the Aggregate Consideration payable to any other Company Group Equityholder. 2.09 Treatment of Company Group Equity Awards and Halo Warrants. (a) As of immediately prior to the Effective Time, each Company Group Equity Award and Halo Warrant that is issued and outstanding as of immediately prior to the Effective Time shall be accelerated in its entirety (such that it shall be deemed to be 100% fully vested upon

-38- 4925-1594-1524, v. 9 ACTIVE 719440141v17 the Closing Date) and thereafter automatically cancelled and converted into the right of the holder thereof to receive cash and shares of Parent Common Stock, as set forth in the Closing Date Allocation Schedule, equal to the excess, if any, of (1) the sum of (A) such holder’s Pro Rata Share of the Closing Cash Consideration, plus (B) such holder’s Pro Rata Share of the Closing Stock Consideration, plus (C) such holder’s Pro Rata Share of the portion of all Future Payments, in each case that may become payable pursuant to the terms of this Agreement, over (2) the aggregate exercise price of such holder’s Company Group Equity Award (or Halo Warrant, as applicable), in each case subject to withholding as provided in Section 2.10; provided, however, that (i) no holder of a Company Group Equity Award (or Halo Warrant, as applicable) shall be entitled to receive any proceeds until the amount of Aggregate Consideration paid hereunder that would be allocated to such holder if the holder would have received full value of each share under the Company Group Equity Award (or Halo Warrant, as applicable) exceeds the aggregate exercise price for such Company Group Equity Award (or Halo Warrant, as applicable), as set forth on the Closing Date Allocation Schedule; and (ii) notwithstanding anything to the contrary herein, no portion of the Aggregate Consideration shall be payable to any holder of any such Company Group Equity Award (or Halo Warrant, as applicable) unless and until such holder shall have executed and delivered to Parent (A) a Surrender Agreement and (B) an Investor Representation Letter. (b) Upon the conversion and cancellation of any Company Group Equity Award (or Halo Warrant, as applicable) pursuant to this Section 2.09, such Company Group Equity Award (or Halo Warrant, as applicable) shall no longer represent the right to acquire any shares of Company Group Stock or other Equity Interests of the Company Group, but shall entitle the holder thereof to receive only the consideration payable in respect thereof pursuant to this Section 2.09 and the other terms of this Agreement. (c) Promptly after the date hereof the Company Group shall provide to each holder of Company Group Equity Awards and Halo Warrants the Information Statement describing the treatment of such Company Group Equity Awards and Halo Warrants pursuant to this Section 2.09. (d) Subject to the Parent’s (and, if applicable, the Exchange and Paying Agent’s) prior receipt from a holder of Company Group Equity Awards (or Halo Warrants, as applicable) of (1) an Investor Representation Letter and (2) a Surrender Agreement: (i) the Parent shall instruct the Exchange and Paying Agent and/or the Payroll Provider or the Surviving Corporations, as applicable, for further distribution to the holders of Company Group Equity Awards (or Halo Warrants, as applicable), to pay as promptly as practicable after the Effective Time to such holder the portion of the Closing Cash Consideration payable to such holder pursuant to this Section 2.09, subject to any applicable withholding as provided in Section 2.10, in accordance with the Closing Date Allocation Schedule; provided, however, that no holder of a Company Group Equity Award (or Halo Warrant, as applicable) shall be entitled to receive any proceeds until the amount of Aggregate Consideration paid hereunder that would be allocated to such holder if the holder would have received full value of each share under the Company Group Equity Award (or Halo Warrant, as applicable) exceeds the aggregate exercise price for

-39- 4925-1594-1524, v. 9 ACTIVE 719440141v17 such Company Group Equity Award (or Halo Warrant, as applicable), as set forth on the Closing Date Allocation Schedule; (ii) the Parent shall instruct the Exchange and Paying Agent and/or the Payroll Provider or the Surviving Corporations, as applicable, for further distribution to the holders of Company Group Equity Awards (or Halo Warrants, as applicable), to pay as promptly as practicable after the Closing to such holder the portion of the Closing Stock Consideration payable to such holder pursuant to this Section 2.09, subject to any applicable withholding as provided in Section 2.10, in accordance with the Closing Date Allocation Schedule; provided, however, that no holder of a Company Group Equity Award (or Halo Warrant, as applicable) shall be entitled to receive any proceeds until the amount of Aggregate Consideration paid hereunder that would allocated to such holder if the holder would have received full value of each share under the Company Group Equity Award (or Halo Warrant, as applicable) exceeds the aggregate exercise price for such Company Group Equity Award (or Halo Warrant, as applicable), as set forth on the Closing Date Allocation Schedule; and (iii) the Parent shall, or shall instruct the Exchange and Paying Agent and/or the Payroll Provider or the Surviving Corporations, as applicable, for further distribution to the holders of Company Group Equity Awards (or Halo Warrants, as applicable), to pay as promptly as practicable after receipt of such Future Payments to such holder any amounts payable with respect to each Future Payment (subject to any applicable withholding as provided in Section 2.10) in accordance with Section 2.11(b) hereof; provided, however, that no holder of a Company Group Equity Award (or Halo Warrant, as applicable) shall be entitled to receive any proceeds until the amount of Aggregate Consideration paid hereunder that would be allocated to such holder if the holder would have received full value of each share under the Company Group Equity Award (or Halo Warrant, as applicable) exceeds the aggregate exercise price for such Company Group Equity Award (or Halo Warrant, as applicable), as set forth on the Closing Date Allocation Schedule. (e) The Company Group shall, prior to the Effective Time, (i) take all actions necessary or desirable in connection with the treatment of Company Group Equity Awards and Halo Warrants contemplated by this Section 2.09, including obtaining the consent from each holder of any Company Group Equity Award and/or Halo Warrants (unless such consent is not required under the terms of the applicable agreement, instrument or plan) and (ii) take all actions necessary or desirable (including adopting any resolutions and providing any relevant notices) to cancel and terminate the Halo Stock Plan and havenX Stock Plan and each plan, program, award, right or arrangement providing for the issuance or grant of any other interest in respect of the Halo Stock Plan and havenX Stock Plan, effective as of the Effective Time. The Company Group shall use its reasonable best efforts to obtain from each holder of a Company Group Equity Award and/or Halo Warrant, prior to Closing, (x) an Investor Representation Letter; and (y) a Surrender Agreement, which shall be effective as of the Effective Time, in each case duly executed by each holder of a Company Group Equity Award and/or Halo Warrant (as applicable).

-40- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (f) The Parent anticipates that, for each holder of a Company Group Equity Award and/or Halo Warrant, the Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms of this Agreement will be treated and reported for all tax purposes as being subject to a substantial risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(b)(4) until such amounts become due and payable under this Agreement and intends to pay any such amounts to the applicable holder of such Company Group Equity Award and/or Halo Warrant entitled to such payments within the short-term deferral period within the meaning of Treasury Regulation Section 1.409A-1(b)(4)b)(4). 2.10 Withholding. (a) Parent and any of its Affiliates, the Exchange and Paying Agent, the Payroll Provider and any member of the Company Group shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person in such amounts as such payor is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable provision of Tax Law and shall timely remit such amounts to the appropriate Tax authority; provided, that other than in respect of compensatory payments subject to payroll Taxes or any failure to deliver a Form W-9 pursuant to Section 3.02(l)(i), Parent or such other Person shall use its commercially reasonable efforts to provide the Company Group and the applicable recipients with reasonable written notice at least three (3) days prior to deducting or withholding any amounts payable to the Company Group and/or other applicable recipient pursuant to this Section 2.10 indicating the (a) amount to be deducted or withheld with respect to each Person from which any amount is to be deducted or withheld and (b) the relevant provisions of the Code (or other applicable Tax Law) requiring such deduction or withholding, and shall reasonably cooperate with the Company Group to seek to mitigate, reduce or eliminate any such deduction or withholding. To the extent that amounts are so deducted or withheld and duly and timely paid over to the applicable Tax authority in accordance with applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. (b) To the extent that any withholding Tax is required by applicable Law to be deducted or withheld from any payment of any equity consideration payable pursuant to this Agreement to any holder of a Company Group Equity Award or Halo Warrant, the Exchange and Paying Agent, the Payroll Provider and the Surviving Corporations, as applicable, shall be entitled, but not required, to satisfy such withholding Tax obligation, in whole or in part, by deducting and withholding the applicable withholding Tax amount from any cash payment otherwise payable to such Company Group Equityholder under this Agreement to the extent such cash payments are available and payable to the applicable Company Group Equityholder at or around the time the applicable withholding Tax obligation arises. 2.11 Allocation Schedules; Payments of Future Payments. (a) The Company Group has delivered to Parent and the Exchange and Paying Agent as of the date of this Agreement the initial Closing Date Allocation Schedule. From time to time, the Company Group may, with Parent’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), update, correct or otherwise amend or modify the Closing Date Allocation Schedule in any manner that is consistent with the express provisions of

-41- 4925-1594-1524, v. 9 ACTIVE 719440141v17 this Article II, including by delivering a written amendment to the Closing Date Allocation Schedule. Parent shall be entitled to rely conclusively on the Closing Date Allocation Schedule as in effect from time to time, and, as between any or all of the Company Group Equityholders, on the one hand, and Parent, Halo Surviving Corporation and havenX Surviving Corporation, on the other hand, any amounts delivered by Parent to any Company Group Equityholder (or delivered by the Parent to the Exchange and Paying Agent and/or the Payroll Provider or Surviving Corporations for delivery to the Company Group Equityholders) in accordance with the Closing Date Allocation Schedule as in effect from time to time shall be deemed for all purposes to have been delivered to the applicable Company Group Equityholder in full satisfaction of the obligations of Parent, Halo Surviving Corporation and havenX Surviving Corporation with respect to such amounts under this Article II. The Company Group shall update the Closing Date Allocation Schedule to account for any Company Group Stock, Halo Warrant or Company Group Equity Awards that are issued, cancelled or exercised, as applicable, after the date hereof. (b) The Exchange and Paying Agent shall (i) promptly after the receipt from the Parent of such Aggregate Consideration, make or cause to be made all payments constituting Aggregate Consideration to the applicable Company Group Equityholders (other than holders of Company Group Equity Awards and Halo Warrants, which shall be handled as set forth in the next subsection), in each case in accordance with the Closing Date Allocation Schedule, as in effect from time to time, and the applicable Letters of Transmittal (with payments of Parent Common Stock to be issued and delivered by the Transfer Agent upon the direction of the Exchange and Paying Agent), and (ii) promptly after receipt from the Parent of such Aggregate Consideration, deliver to the Payroll Provider or the Surviving Corporations, as applicable, the portion of the Aggregate Consideration that is necessary to enable the Payroll Provider or the Surviving Corporation, as applicable, to make all payments constituting Aggregate Consideration to the holders of Company Group Equity Awards and Halo Warrants pursuant to Section 2.09, in each case in accordance with the Closing Date Allocation Schedule, as in effect from time to time (subject to any applicable withholding as provided in Section 2.10). (c) The Parties understand and agree that (i) the Company Group Equityholders have no rights as a security holder of the Halo Surviving Corporation or havenX Surviving Corporation, as applicable, or the Parent solely as a result of their right to receive the Future Payments, (ii) without limiting the generality of Section 11.08, except pursuant to applicable law or intestacy, no right to receive any Future Payment may be assigned or otherwise transferred without the prior written consent of the Parent and any purported assignment or transfer in the absence of such consent shall be null and void ab initio, and (iii) except as set forth in Section 2.14(a), no interest is payable as additional consideration with respect to any of the Future Payments. (d) Notwithstanding anything herein to the contrary, any Company Group Equityholder that is not an Accredited Investor shall not receive any shares of Parent Common Stock as consideration hereunder, and the Closing Date Allocation Schedule shall provide that the Aggregate Consideration payable to each such Company Group Equityholder consists solely of cash with a corresponding decrease in cash and increase in Parent Common Stock to all other Company Group Equityholders.

-42- 4925-1594-1524, v. 9 ACTIVE 719440141v17 2.12 Stock Consideration. (a) Post-Closing Stock Consideration and Earnout Stock Consideration. On each Post-Closing Stock Consideration Issuance Date and Earnout Stock Consideration Issuance Date, as applicable, Parent shall instruct the Exchange and Paying Agent to direct the Transfer Agent to deliver the Post-Closing Stock Consideration and Earnout Stock Consideration, respectively, in shares of Parent Common Stock issued in book entry, in accordance with the Closing Date Allocation Schedule, to the Company Group Equityholders (excluding the portion payable in respect of Company Group Equity Awards which shall be distributed by the Transfer Agent upon the direction of the Payroll Provider, the Parent and/or the Surviving Corporations, as applicable) pursuant to Section 2.07(b). (b) Share Cap. Notwithstanding anything in this Agreement to the contrary, if the issuance of the Post-Closing Stock Consideration and/or Earnout Stock Consideration would result in the aggregate number of shares of Parent Common Stock issued under this Agreement to equal or exceed 19.9% of the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Closing (the “Share Cap”), then the number of shares of Parent Common Stock to be issued in connection with such issuance shall be reduced by the number of such shares that exceed the Share Cap (for purposes of this calculation, rounded up to the nearest whole share), and the Closing Cash Consideration (in the case of the issuance of the Closing Stock Consideration) or the Future Payments from the Installment Payment, as applicable, shall be increased by the Share Adjustment Amount. (c) Legend. All shares of Post-Closing Stock Consideration and Earnout Stock Consideration shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” (d) No Fractional Shares. Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock shall be issued in exchange for any Company Group Stock, Company Group Equity Awards or Halo Warrants, and no holder of any of the foregoing shall be entitled to receive a fractional share of Parent Common Stock, and any such fractions shall be rounded up to the nearest whole number of shares. (e) Equitable Adjustments. If at any time following the date of this Agreement, any change in the outstanding shares of Parent Common Stock shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares,

-43- 4925-1594-1524, v. 9 ACTIVE 719440141v17 any merger, reorganization or other business combination transactions, or any stock dividend thereon with a record date during such period, then any number or amount or class contained in this Agreement which is based on the price of Parent Common Stock (including the Parent Stock Price) or the number or class of shares of Parent Common Stock shall be equitably adjusted to the extent necessary to provide the Parties the same economic effect with respect to the Parent Common Stock as contemplated by this Agreement prior to such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, merger, reorganization or business combination, or stock dividend thereon. (f) Registration Statement. Parent shall use its best commercially reasonable efforts to, within one-hundred twenty (120) days following the Closing Date: (i) prepare and file with the SEC a registration statement on Form S-1 (or Form S-3 if the Parent is eligible for the use thereof, or such other form as is then available to the Parent) (the “Initial Registration Statement”), registering the resale of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations (determined as of two Business Days prior to such submission or filing) so as to permit the resale of such Registrable Securities by the Company Group Equityholders under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), and (ii) prepare and file with the SEC such amendments, post-effective amendments, and supplements to such Initial Registration Statement and any prospectuses used in connection therewith as may be necessary to keep such Initial Registration Statement continuously effective until such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such Registration Statement(s), provided however that (a) the Parent’s obligations to include the Registrable Securities in the Initial Registration Statement are contingent upon the Company Group Equityholder furnishing in writing to the Parent such information, and executing such documents, in connection with such registration as the Parent may reasonably request for adequate disclosure in the registration statement and (b) any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a registration statement covering such Registrable Security becomes or has been declared effective by the SEC and such Registrable Security has been sold or disposed of pursuant to such effective registration statement by the holder thereof; (ii) when such Registrable Security is held by the Parent or one of its Subsidiaries; (iii) such securities are sold by the holder thereof under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, or (iv) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this paragraph, or the Initial Registration Statement is no longer effective, the Parent shall use its commercially reasonable best efforts, to the extent necessary and permissible, to amend the Initial Registration Statement, or to file with the SEC one or more additional registration statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the SEC (“Staff”) with respect to the date on which the Staff will permit such additional registration statement(s) to be filed with the SEC and the rules and regulations of the SEC) (each such additional registration statement, a “New Registration Statement”). The Parent shall use its commercially reasonable best efforts to cause each such New Registration Statement to become effective as soon as reasonably practicable following the filing thereof with the SEC. “Registrable Securities” means the shares of Parent Common Stock that may be issued under this Agreement, including the Closing Stock Consideration, Post-Closing Stock Consideration and Earnout Stock Consideration.

-44- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Notwithstanding anything to the contrary contained herein, at any time, the Parent may, upon written notice to Company Group Equityholder Representative, delay the filing or effectiveness of any registration statement, or suspend the use of any prospectus that is a part of any registration statement (in which event the Company Group Equityholders shall discontinue sales of the Registrable Securities pursuant to such registration statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if the Parent determines that in order for such registration statement or prospectus not to contain a material misstatement or omission, (i) an amendment or supplement thereto would be needed to include information at that time, or (ii) the negotiation or consummation of a transaction by the Parent or its Subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Parent’s board of directors reasonably believes would require additional disclosure by the Parent in such registration statement or prospectus of material information that the Parent has a bona fide business purpose for keeping confidential and the non-disclosure of which in such registration statement or prospectus would be expected, in the reasonable determination of the Parent’s board of directors, to cause such registration statement or prospectus to fail to comply with applicable disclosure requirements of the SEC. (g) Lock-Up. The Company Group Equityholders will acknowledge and agree, pursuant to the Surrender Agreement and/or the Letter of Transmittal, that, notwithstanding the provisions of Section 2.12(f), they shall not (i) with respect to the shares of Closing Stock Consideration, for a period of twelve (12) months from the Closing Date, and (ii) with respect to the shares of Post-Closing Stock Consideration and Earnout Stock Consideration, for a period of six (6) months from each applicable Post-Closing Stock Consideration Issuance Date or Earnout Stock Consideration Issuance Date, respectively, sell or otherwise transfer or dispose of, directly or indirectly, the Parent Common Stock received by them in respect of their portion of the Aggregate Consideration, or enter into any agreement regarding the disposition of such securities. 2.13 Babylon Contract Bonuses. Parent shall pay cash bonus payments constituting a portion of the Aggregate Consideration in the amount of $500,000 per payment (for an aggregate of $1,000,000) (i) at the Closing, in respect of Halo’s signing and entering into a fully-executed Babylon Contract and (ii) within thirty (30) days following Halo’s first issuance of an invoice to the Babylon Contract counterparty for work performed and receipt of the first payment on that invoice (each such bonus payment, a “Babylon Contract Bonus,” and together, the “Babylon Contract Bonuses”). The Babylon Contract Bonuses (if any) shall be paid by Parent in cash at Closing (as noted above in clause (i)) and promptly following its good faith determination that the condition set forth in clause (ii) above has been satisfied. Payments shall be paid by the Parent to the Exchange and Paying Agent for the benefit of the Company Group Equityholders, and the portion of any Babylon Contract Bonuses payable in respect of Company Group Equity Awards and Halo Warrants shall be paid (subject to the Parent’s or the Exchange and Paying Agent’s receipt from the holder thereof of (x) an Investor Representation Letter and (y) a Surrender Agreement, and subject to any applicable withholding as provided in Section 2.10) by the Payroll Provider and/or the Surviving Corporations, as applicable, to the holders thereof, in each case in accordance with the Closing Date Allocation Schedule. 2.14 Cash Installment Payments; Clawback.

-45- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (a) Subject to Section 9.05(h), and to the terms of this Section 2.14, on the earlier of each Installment Payment Date (as defined below) and ninety (90) days following each of the twelve (12) month (the “Year 1 Period”), twenty-four (24) month (the “Year 2 Period”) and thirty-six (36) month (the “Year 3 Period” and, together with the Year 1 Period and the Year 2 Period, an “Installment Period”) anniversaries of the Closing Date, and solely with respect to the Year 1 Period, following Parent’s preparation of the consolidated financial statements of the Company Group for the prior 12 month period, Parent shall deposit with the Exchange and Paying Agent, for distribution to the Company Group Equityholders (including, as applicable, to the Payroll Provider and/or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and Halo Warrants), in accordance with the Closing Date Allocation Schedule and this Agreement, the amount of (i) (A) $2,000,000, with respect to the Year 1 Period, (B) $2,500,000, with respect to the Year 2 Period, less fifty percent (50%) of the Clawback Amount, if any and (C) $3,000,000, with respect to the Year 3 Period, less fifty percent (50%) of the Clawback Amount, if any plus (ii) an amount of interest accrued on such installment payments calculated at the AFR as of and from the Closing Date (each such payment, an “Installment Payment,” and together, the “Installment Payments”). (b) If a Material Installment Contract is terminated for any reason or reduced by ten percent (10%) or more in annual recurring revenue during the Clawback Period, the Company Group shall have twelve (12) months (the “Replacement Period”) from the date of such termination or reduction to replace such revenue projected to be earned by such Material Installment Contract by entering into a replacement Contract with one or more third parties, or generate additional revenue under an existing Contract (any such new Contract or additional revenue under an existing Contract, a “Replacement Contract”). If a Replacement Contract is not entered into during the Replacement Period or a Replacement Contract is entered into during the Replacement Period and provides for annual gross revenue to the Company Group that is less than the amount of annual gross revenue generated by such terminated or reduced Material Installment Contract, subject to Section 2.14(d), Parent shall be entitled to an amount equal to one and one- half times (1.5X) the amount of net lost annual recurring revenue of such terminated or reduced Material Installment Contract (the “MIC Clawback”). If a Replacement Contract is entered into during the Replacement Period and provides for revenue to the Company Group that is equal to or exceeds the lost or reduced revenue from the terminated or reduced Material Installment Contract, then no MIC Clawback shall be payable. (c) If a Material Restatement occurs during the Clawback Period, subject to Section 2.14(d), Parent shall be entitled to an amount equal to one and one-half times (1.5X) the amount of the overpayment from the prior year(s) (the “MR Clawback” and together with the MIC Clawback, if any, the “Clawback Amount”). (d) Notwithstanding the foregoing, in no event shall the aggregate Clawback Amount under this Section 2.14 exceed $3,000,000. In addition, (1) fifty percent (50%) of the Clawback Amount shall be offset against the cash Installment Payments for the Year 2 Period and/or the Year 3 Period and (2) fifty percent (50%) of the Clawback Amount shall be offset against the Post-Closing Stock Consideration for the Year 2 Period and/or the Year 3 Period. In no event shall any Clawback Amount be recovered against any amounts previously paid to the Company Group Equityholders hereunder.

-46- 4925-1594-1524, v. 9 ACTIVE 719440141v17 (e) Within sixty (60) days following the expiration of each of the Year 2 Period and Year 3 Period, as applicable, Parent shall prepare and deliver to the Company Group Equityholder Representative a statement setting forth in reasonable detail its good faith calculation of any Clawback Amount that might be applicable with respect to such period, which shall be based upon the financial results by the Company Group on a consolidated basis and calculated in accordance with the terms of this Agreement (the “Clawback Statement”), together with any reasonable supporting details to enable a review of such statement by the Company Group Equityholder Representative. During the thirty (30) day period following Parent’s delivery of the Clawback Statement, the Company Group Equityholder Representative shall, upon reasonable request and at the Company Group Equityholder Representative’s sole cost and expense, be provided with reasonable access during normal business hours to books and records, the appropriate personnel of Parent and/or the applicable Surviving Corporation involved in the preparation of the Clawback Statement and (subject to the execution of a customary work paper access letter, if requested) workpapers to enable the Company Group Equityholder Representative to evaluate the calculation of the Clawback Amount prepared by Parent; provided, that if the Company Group Equityholder Representative makes such request in writing during such thirty (30) day period, then such thirty (30) day period will be extended by an additional five (5) Business Days (and in such case, the review period will be thirty-five (35) days). Within five (5) Business Days after the Clawback Statement becomes final, binding and non-appealable by the Parties in accordance with Section 2.14(f), Parent shall pay or cause to be paid to the Exchange and Paying Agent for distribution to the Company Group Equityholders (including, as applicable, to the Payroll Provider and/or the Surviving Corporations for further distribution to the holders of Company Group Equity Awards and holders of Halo Warrants), the Installment Payment and Post- Closing Stock Consideration in accordance with the terms of this Agreement (each, an “Installment Payment Date”). (f) The Clawback Statement shall become final, binding and non-appealable by the Parties on the thirtieth (30th) day (or thirty-five (35) days, if applicable pursuant to Section 2.14(e) following receipt thereof by the Company Group Equityholder Representative (the “Clawback Disagreement Deadline”), unless the Company Group Equityholder Representative gives written notice of its disagreement with such Clawback Statement to Parent prior to the Clawback Disagreement Deadline (a “Notice of Clawback Disagreement”), specifying in reasonable detail the nature and amount of any disagreements so asserted (including reasonable supporting documentation) and including objections only based on mathematical errors in the calculations set forth therein, or based on any of the foregoing not being calculated in accordance with the terms of this Agreement. To the extent not set forth in the Notice of Clawback Disagreement timely received by Parent, the Company Group Equityholder Representative shall be deemed to have agreed with Parent’s calculations of all items and amounts contained in the Clawback Statement, as applicable, and such items and amounts shall be final, binding and non- appealable by the Parties. If the Notice of Clawback Disagreement is timely received by Parent, then the matters in dispute in the Clawback Statement (in each case, as revised in accordance with this sentence), as applicable, shall become final, binding and non-appealable by the Parties on the earlier of (A) the date on which Parent and the Company Group Equityholder Representative resolve in writing any differences they have with respect to the matters specified in the Notice of Clawback Disagreement and (B) the date on which all such disputed matters are finally resolved in writing by the Firm pursuant to the procedures set forth in this Section 2.14(f). During the thirty (30)-day period following the delivery of the Notice of Clawback Disagreement, Parent and the

-47- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Company Group Equityholder Representative shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Clawback Disagreement. At the end of such thirty (30) day period, Parent and the Company Group Equityholder Representative shall submit to the Firm for review any and all matters that remain in dispute and were included in the Notice of Clawback Disagreement timely received by Parent. Section 2.04(f) and Section 2.04(g) shall apply mutatis mutandis to any disputes pursuant to this Section 2.14; provided, that any references to “Closing Cash Consideration” and “Objection Notice” therein shall be replaced with “Clawback Amount” and “Notice of Clawback Disagreement”, as applicable. (g) Notwithstanding anything herein to the contrary, except in the case of Fraud or manifest error and except for the rights of the Company Group Equityholder Representative against the Company Group Equityholders under Section 11.11, the process set forth in this Section 2.14 shall be the sole and exclusive remedy of the Parties for any disputes related to the determination of the Clawback Amount (except to the extent such determination relates to the compliance by a Party with its covenants set forth in this Agreement). ARTICLE III. CONDITIONS TO CLOSING 3.01 Conditions Precedent to Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated hereby are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by the Party to whose benefit such condition exists, in whole or in part, to the extent permitted by applicable Law): (a) there shall not be in effect any Law enjoining, prohibiting, preventing or making illegal the consummation of the transactions contemplated by this Agreement; and (b) all waiting periods (and any extensions thereof) applicable to the transactions contemplated hereby under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, the transactions contemplated hereby, shall have expired or been terminated. 3.02 Conditions Precedent to Obligations of Parent, Merger Sub-Halo and Merger Sub-havenX. In addition, the obligations of each of Parent, Merger Sub-Halo and Merger Sub- havenX to consummate the transactions contemplated hereby are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Parent on behalf of itself and Merger Sub-Halo and Merger Sub-havenX, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties of the Company Entities set forth in Sections 4.01(a), 4.01(b) and 4.01(f) (Organization, Standing and Power) and Section 4.19 (Brokers and Other Advisors) shall, in each case, individually and in the aggregate, be true and correct in all material respects as of the Closing Date as though made on and as of the Closing

-48- 4925-1594-1524, v. 9 ACTIVE 719440141v17 Date (except for any such representation or warranty that addresses matters only as of a specified date, in which case as of such specified date); (b) the representations and warranties of the Company Entities set forth Section 4.04(a) (Capitalization of the Company Entities) and Section 4

### EX-99.1 - EX-99.1
EX-99.1
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exhibit991may262026.htm
EX-99.1

Document

Exhibit 99.1

Cycurion Acquires Halo Privacy and Integrates HavenX, Creating a Powerful New AI-Driven Platform for Government-Grade Privacy, Secure Communications, and Active Defense
May 20, 2026
MCLEAN, Va., May 20, 2026 (GLOBE NEWSWIRE) -- Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leader in AI-driven cybersecurity and national security solutions with trusted relationships across the U.S. Government, numerous leading corporations, and high-profile individuals across all industries, today announced the strategic acquisition of Halo Privacy and the full integration of HavenX, which is expected to close at the end of June 2026, significantly expanding its portfolio of elite, mission-critical security capabilities. This combination unites two highly respected teams and their complementary technologies to deliver an end-to-end integrated solution for high-stakes government and private-sector clients operating in hostile digital environments.
Halo Privacy, a trusted leader in secure communications since 2015, generated $7 million in total revenue in 2025, including $5.5 million in high-quality annual recurring revenue (ARR) and strong gross margins. The company’s predictable, high-margin recurring revenue model is anchored by long-term contracts with U.S. government agencies, which represent approximately 95% of its business, along with preferred vendor status and an exceptional track record of renewals. Momentum is accelerating following the award of a multi-year, multimillion-dollar government contract entered into in March 2026.
HavenX brings world-class digital investigations, OSINT, attribution, cyber-harassment tracking, and threat actor identification expertise that complements Halo Privacy’s advanced privacy and secure communications infrastructure. Together, they create a seamless, AI-augmented platform that protects users from link analysis and data compromise while enabling proactive intelligence and decisive active defense capabilities.
“We are thrilled to welcome the Halo Privacy and HavenX teams to the Cycurion family,” said Kevin Kelly, CEO of Cycurion. “Their operational tradecraft, battle-tested expertise, and relentless focus on defeating sophisticated adversaries align perfectly with our mission. This is more than an acquisition — it’s the creation of something far more powerful: a unified platform that delivers privacy, secure communications, and active defense at the highest levels. We also see tremendous opportunity on the corporate side to expand this business, as secure communications are paramount in today’s business world when conducting sensitive operations. With AI-powered applications like Halo Link, we are bringing the same government-grade protection to investment banks, healthcare organizations, R&D-intensive enterprises, law firms, and C-suite executives who demand the highest levels of privacy and security.”
Halo Privacy’s solutions — built from an attacker’s perspective by former U.S. government field operators and communications specialists — combine commercial off-the-shelf components, military-grade cryptography, proprietary technology, and advanced operational methods to deliver total data control, managed attribution, link-breaking capabilities, and resilient private networks. These state-of-the-art capabilities have earned the enduring trust of federal law enforcement, military, and special operations communities.
With this integration, Cycurion is now accelerating its expansion into the private sector, bringing the same government-proven privacy and security technologies — enhanced by AI-powered applications including the Halo Link secure messaging app — to high-net-worth individuals, investment banks, healthcare organizations, R&D-intensive enterprises, law firms, C-suite executives, and other organizations that require the highest levels of protection.
About Halo Privacy
Halo Privacy, with more than 10 years of expertise, develops cutting-edge, privacy-first secure communication tools engineered for the highest security standards, including the revolutionary Halo Link app.

About HavenX
HavenX is a leading digital investigations and attribution firm focused on cyber-harassment, defamation tracking, OSINT, IP geolocation, breach intelligence, and high-confidence threat actor identification.
About Cycurion, Inc.
Based in McLean, Virginia, Cycurion (NASDAQ: CYCU) is a forward-thinking provider of IT cybersecurity solutions and AI, committed to delivering secure, reliable, and innovative services to clients worldwide. Specializing in cybersecurity, program management, and business continuity, Cycurion harnesses its AI-enhanced ARx platform and expert team to empower clients and safeguard their operations. Along with its subsidiaries, Axxum Technologies LLC, Cloudburst Security LLC, and Cycurion Innovation, Inc., Cycurion serves government, healthcare, and corporate clients committed to securing the digital future. For more information, visit www.cycurion.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the operations and prospective growth of Cycurion’s business.
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction contemplated by the binding agreement, including the likelihood, timing, structure or consummation of the transaction; the anticipated benefits of the transaction; the acceleration of the Company’s inorganic growth strategy; the continued execution on the Company’s backlog; and other statements that are not historical facts, including statements which may be accompanied by words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, risks related to customer performance and satisfaction, contract modifications, delays or terminations, and the Company’s ability to fulfill contractual obligations, the outcomes of the Company’s investigations, any potential legal proceedings, or the future performance of the Company’s stock. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the U.S. Securities and Exchange Commission. Cycurion anticipates that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Cycurion’s plans and expectations as of any subsequent date.
Cycurion Investor Relations:
(888) 341-6680
investors@cycurion.com

Cycurion Media Relations:
(888) 341-6680
media@cycurion.com
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