Contract

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN EKSO BIONICS HOLDINGS, INC. AND XXXXXX-XXXXXXXX CORPORATION DATED AS OF December 5, 2022 TABLE OF CONTENTS Page i ARTICLE I DEFINITIONS ........................................................................................... 1 1.1 Certain Defined Terms .............................................................................. 1 1.2 Other Defined Terms .............................................................................. 11 1.3 Certain Interpretive Matters .................................................................... 12 ARTICLE II PURCHASE AND SALE ......................................................................... 14 2.1 Purchase and Sale of the Sold Assets .................................................... 14 2.2 Excluded Assets ..................................................................................... 15 2.3 Assumption of Liabilities; Retained Liabilities ......................................... 16 2.4 Purchase Price ....................................................................................... 17 2.5 Allocation of Total Consideration ............................................................ 17 2.6 The Closing ............................................................................................. 18 2.7 Deliveries at the Closing ......................................................................... 18 2.8 Non-transferrable Assets ........................................................................ 19 2.9 Withholding ............................................................................................. 20 2.10 Further Assurances................................................................................. 20 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER .............. 20 3.1 Organization ........................................................................................... 21 3.2 Authorization; Enforceability ................................................................... 21 3.3 Financial Information; No Undisclosed Liabilities .................................... 21 3.4 Sufficiency of the Assets ......................................................................... 22 3.5 No Approvals or Conflicts ....................................................................... 22 3.6 Compliance with Law; Permits ................................................................ 22 3.7 Proceedings ............................................................................................ 23 3.8 Absence of Certain Changes .................................................................. 23 3.9 Tax Matters ............................................................................................. 23 3.10 Employee Benefits .................................................................................. 24 3.11 Business Employees and Labor Relations .............................................. 25 3.12 Intellectual Property; Privacy and Data Security ..................................... 26 3.13 Contracts ................................................................................................ 29 3.14 Environmental Matters ............................................................................ 31 TABLE OF CONTENTS (continued) Page ii 3.15 Personal Property Assets ....................................................................... 31 3.16 Customers and Suppliers ........................................................................ 32 3.17 Affiliate Transactions............................................................................... 32 3.18 No Brokers’ or Other Fees ...................................................................... 32 3.19 Anticorruption .......................................................................................... 32 3.20 Sanctions and Export Control ................................................................. 33 3.21 Real Property .......................................................................................... 33 3.22 No Other Representations or Warranties ................................................ 34 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER ................ 34 4.1 Organization ........................................................................................... 35 4.2 Authorization; Enforceability ................................................................... 35 4.3 No Approvals or Conflicts ....................................................................... 35 4.4 Proceedings ............................................................................................ 35 4.5 Compliance with Laws; Permits .............................................................. 36 4.6 Buyer SEC Filings; Financial Statements; No Undisclosed Liabilities ..... 36 4.7 No Brokers’ or Other Fees ...................................................................... 37 4.8 No Other Representations or Warranties ................................................ 37 4.9 Solvency ................................................................................................. 37 ARTICLE V COVENANTS AND AGREEMENTS ....................................................... 37 5.1 Access to Books and Records ................................................................ 37 5.2 Tax Matters ............................................................................................. 38 5.3 Employees; Employment Matters ........................................................... 39 5.4 WARN Act Compliance ........................................................................... 41 5.5 Non-Competition, Non-Solicitation and Confidentiality ........................... 41 5.6 Further Actions ....................................................................................... 42 5.7 Bulk Transfer Laws ................................................................................. 43 5.8 Confidentiality ......................................................................................... 43 5.9 Release ................................................................................................... 44 5.10 Product Warranty .................................................................................... 45 5.11 Use of the Parker Marks Following Closing ............................................ 45 TABLE OF CONTENTS (continued) Page iii 5.12 Existing Intercompany Licenses ............................................................. 47 5.13 Backup License ...................................................................................... 47 5.14 Sold Asset Deletion................................................................................. 47 5.15 Sold Intellectual Property Transfer .......................................................... 48 5.16 Post-Closing Financial Statement Cooperation ...................................... 48 ARTICLE VI INDEMNIFICATION ................................................................................ 49 6.1 Survival ................................................................................................... 49 6.2 Indemnification by the Seller ................................................................... 49 6.3 Seller Indemnification Limitations ........................................................... 49 6.4 Indemnification by the Buyer ................................................................... 50 6.5 Buyer Indemnification Limitations ........................................................... 50 6.6 Indemnification as Exclusive Remedy..................................................... 51 6.7 Indemnification Calculations ................................................................... 51 6.8 Notice and Opportunity to Defend ........................................................... 51 6.9 Satisfaction of Claims ............................................................................. 52 6.10 Additional Limitations .............................................................................. 52 6.11 Certain Acknowledgements .................................................................... 53 ARTICLE VII MISCELLANEOUS ................................................................................. 53 7.1 Fees and Expenses ................................................................................ 53 7.2 Governing Law ........................................................................................ 53 7.3 Further Acknowledgements .................................................................... 54 7.4 Amendment ............................................................................................ 56 7.5 No Assignment ....................................................................................... 56 7.6 Waiver..................................................................................................... 56 7.7 Notices .................................................................................................... 56 7.8 Complete Agreement .............................................................................. 57 7.9 Counterparts ........................................................................................... 57 7.10 Publicity .................................................................................................. 58 7.11 Severability ............................................................................................. 58 7.12 Third Parties ........................................................................................... 58

TABLE OF CONTENTS (continued) Page iv 7.13 Non-Recourse ......................................................................................... 58 7.14 Jurisdiction .............................................................................................. 58 7.15 Specific Performance .............................................................................. 59 7.16 Waiver of Jury Trial ................................................................................. 59 7.17 Privileged Communications .................................................................... 59 v EXHIBITS Exhibit A Assumption Agreement Exhibit B Bill of Sale Exhibit C Patent Assignment Agreement Exhibit D Promissory Note Exhibit E Trademark Assignment Agreement Exhibit F Transition Services Agreement Transitional Manufacturing and Services Agreement Transitional Use Agreement SCHEDULES Business Employees Knowledge of Buyer Knowledge of Seller Sold Patents Sold Software Sold Trademarks Business Products Acquired Tangible Personal Property Acquired Inventory Acquired Contracts Acquired Permits Assumed Current Liabilities Other Retained Liabilities Allocation Schedule Exhibit G Exhibit H Schedule 1.1(a) Schedule 1.1(b) Schedule 1.1(c) Schedule 1.1(d) Schedule 1.1(e) Schedule 1.1(f) Schedule 1.1(g) Schedule 2.1(a) Schedule 2.1(b) Schedule 2.1(c) Schedule 2.1(f) Schedule 2.3(a)(ii) Schedule 2.3(b) Schedule 2.5 Schedule 2.7(e) Delayed Assignment Contracts ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 5, 2022, is made and entered into by and between EKSO Bionics Holdings, Inc., a Nevada corporation (the “Buyer”), and Xxxxxx-Xxxxxxxx Corporation, an Ohio corporation (the “Seller”). The Seller and the Buyer are each a “Party” and collectively, the “Parties.” RECITALS WHEREAS, the Seller is and has been engaged in the research, development, design, testing, manufacture, sale, support and improvement of a product line consisting of all versions of the mobility assist robotics products set forth on Schedule 1.1(g) (such named products, collectively, the “Business Products”), and software applications, support services and cloud environments related of the Business Products (the “Business”); and WHEREAS, the Seller desires to sell and transfer certain assets and assign certain liabilities relating to the Business to the Buyer, and the Buyer desires to purchase such assets and to assume such liabilities from the Seller, all upon the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: “Affiliate” shall mean, with respect to any Person, any Family Member of such Person and any other Person controlling, controlled by or under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. “Ancillary Agreements” shall mean (a) the Assumption Agreement, (b) the Bill of Sale, (c) the Patent Assignment Agreement (d) the Promissory Note, (e) the Trademark Assignment Agreement, (f) the Transition Services Agreement, (g) the Transitional Use Agreement, (h) the Transitional Manufacturing and Services Agreement and (i) that certain Vanderbilt Assignment and Assumption Agreement, dated as of December 5, 2022, by and between Buyer and Seller. “Assumption Agreement” shall mean the assumption agreement substantially in the form of Exhibit A. 2 “Automatically Transferring Employee” shall mean any Business Employee whose employment will automatically transfer to Buyer or its Affiliates by operation of Law in any applicable country which effects the automatic transfer of employees on the sale or transfer or continuation of a business on the Closing Date as a consequence of the arrangements contained in this Agreement. “Bill of Sale” shall mean the bill of sale substantially in the form of Exhibit B. “Business Data” shall mean (a) the following data and information Processed by, for, or otherwise with respect to, the Business or Business Products: (i) data and information that relates to customers, including key contacts, purchase history, forecasts, and contracts; (ii) data and information that relates to suppliers, including purchase history, contracts, and key contacts; and (iii) data and information that relates to product development, regulatory matters, clinical research, strategic relationships (including Vanderbilt University), engineering schematics, design materials, documentation, and historical practices and activities; and (b) all data and information that primarily relates to, was primarily used in, or was primarily developed by or for the Business. “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banking institutions in Cleveland, Ohio or San Francisco, California are authorized or required by Law or Governmental Order to close. “Business Employee” shall mean the employees or other service providers of the Seller who are listed on Schedule 1.1(a). “Buyer Fundamental Representations” shall mean the representations and warranties contained in Sections 4.1 (solely the first sentence thereof), 4.2 and 4.7. “Buyer Trade Secrets” shall mean all nonpublic, confidential or proprietary information which is related to or comprises part of the Sold Assets, but excluding any such information which becomes publicly known after the date hereof other than by the fault of Seller or its Affiliates, is received by Seller or its Affiliates after the date hereof from a third party having no obligation of confidentiality to Buyer of which the or Seller is aware, or is independently developed after the date hereof by the Seller or its Affiliates without use of any Buyer Trade Secrets. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Confidentiality Agreement” shall mean the confidentiality agreement dated April 28, 2022, between the Buyer and the Seller. “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

3 “COVID-19” shall mean SARS-Co-V-2 or COVID-19, and any variants, evolutions or mutations thereof or related or associated epidemics, pandemics, disease outbreaks or public health emergencies. “COVID-19 Tax Acts” shall mean The Families First Coronavirus Response Act (Pub. L. 116-127), The Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116- 136) (the “CARES Act”), as amended (including by the Paycheck Protection Program Flexibility Act of 2020 (Pub. L. 116-142), the Consolidated Appropriations Act, 2021 (Pub. L. 116-260) and the American Rescue Plan Act of 2021 (Pub. L. 117-2)), and any executive order relating to the deferral of any payroll or similar Taxes and includes any Treasury Regulations or other official guidance promulgated under any of the foregoing. “Data Processing Policy” shall mean each policy, statement, representation, or notice of the Seller (relating to the Business) or the Business relating to the Processing of Business Data or, privacy, data protection, or security with respect to the Sold Assets. “Debt Obligations” shall mean, with respect to any Person as of any date without duplication, (a) the principal of and accreted value and accrued but unpaid interest in respect of (i) indebtedness for borrowed money of such Person, and (ii) indebtedness evidenced by notes, bonds, debentures or other similar instruments, the payment of which is such Person’s responsibility or liability, (b) all obligations of such Person for the deferred purchase price of goods or services (other than trade payables incurred in the ordinary course of business), (c) all indebtedness or obligations of any other Person of the types referred to in the preceding clauses (a) and (b) secured by any Encumbrance on any assets of such Person, and (d) guarantees of obligations of any other Person of the types described in clauses (a) and (b) above by such Person. “Disclosure Schedules” shall mean the Schedules delivered by the Seller concurrently with the execution and delivery of this Agreement that are related to the Seller’s representations and warranties in Article III. “Encumbrance” shall mean any security interest, pledge, mortgage, lien, transfer restriction, charge, option, easement, adverse claim or right of first refusal. “Environmental Claim” shall mean any written notice, claim, demand, action, suit, complaint or proceeding by any Person alleging any actual or potential liability or violation under any Environmental Law. “Environmental Law” shall mean any Law concerning protection of surface water, groundwater, stream sediment, land surface or subsurface strata and ambient air that is in force and applicable to the Seller. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 4 “Existing Intercompany Licenses” shall mean any and all rights, licenses, sublicenses, immunities, releases, and covenants not to sue or assert under or with respect to any of the Sold Intellectual Property granted by Seller and/or any of its Affiliates, on the one hand, to any of Seller and/or any Affiliate of Seller, on the other hand. “Family Member” shall mean, with respect to any Person, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, of such Person. “Fraud” shall mean a knowing and intentional fraud in the making of a representation or warranty expressly stated in ARTICLE III or ARTICLE IV of this Agreement; provided, that (a) such representation or warranty was materially false or materially inaccurate at the time such representation or warranty was made, (b) in the case of the Buyer, the individuals listed on Schedule 1.1(b), or in the case of the Seller, the individuals listed on Schedule 1.1(c), had actual knowledge (and not imputed or constructive knowledge), that such representation or warranty was materially false or materially inaccurate, (c) such Party had the specific intent to deceive another Party and induce such Party to enter into this Agreement, and (d) such other Party reasonably relied on such materially false or materially inaccurate representation or warranty in entering into this Agreement. For the avoidance of doubt, “Fraud” shall not include equitable fraud, promissory fraud, unfair dealings fraud or any torts (including fraud), based on constructive or imputed knowledge, negligence or recklessness. “GAAP” shall mean United States generally accepted accounting principles and practices in effect as of the date hereof. “Governmental Authority” shall mean any federal, state, local or foreign government, any governmental, regulatory or administrative authority, or any agency or commission or any court, tribunal, judicial body or arbitrator (public or private). “Governmental Order” shall mean any order, writ, injunction, decree, judgment, assessment or arbitration award of a Governmental Authority whether non-final, final, temporary, preliminary or permanent, enacted, issued, promulgated, enforced or entered by any Governmental Authority. “Intellectual Property” shall mean any and Intellectual Property Rights and Technology. “Intellectual Property Rights” shall mean all intellectual property rights, industrial property rights, and proprietary rights worldwide, including rights in and to (a) patents, inventions, utility models, industrial designs and other governmental grants for the protection of inventions or industrial designs, including any patent applications, whether already filed or in preparation or contemplation of filing, and including any provisionals, divisions, continuations, continuations-in-part, renewals, reissuances, re-examinations and extensions (as applicable), (b) copyrights and copyrightable subject matter (including in and to Software) and moral rights, (c) rights of publicity and privacy and other rights to 5 use the names, likeness, image, photograph, voice, and identity, (d) trade secrets, know- how and confidential information (including processes, formulae, methods, models and methodologies), (e) trademarks, trade names, logos, service marks, trade dress, designs, emblems, signs, insignia, slogans, other similar designations of source or origin and general intangibles of like nature, together with the goodwill symbolized by or associated with any of the foregoing (“Trademarks”), (f) Internet domain names, social media accounts, hash tags and web addresses, (g) databases, data compilations and collections, customer, end user and technical data, (h) any registrations or applications for registration for any of the foregoing, and (i) analogous rights to those set forth above. “Knowledge of the Buyer” shall mean the actual knowledge (after due and diligent inquiry) of the individuals listed on Schedule 1.1(b). “Knowledge of the Seller” shall mean the actual knowledge (after due and diligent inquiry) of the individuals listed on Schedule 1.1(c). “Law” shall mean any statute, law, ordinance, regulation or rule of any Governmental Authority. “Liabilities” shall mean any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), including all costs and expenses relating thereto. “Licensed Intellectual Property” shall mean Intellectual Property Rights (other than Trademarks) owned by Seller or Affiliates of Seller (a) in, to, or covering any Sold Asset or Technology delivered under this Agreement or any Ancillary Agreement, or (b) that would otherwise be infringed by the operation of the Business as the Business had been conducted prior to the Closing. “Material Adverse Effect” shall mean any change, effect, event, occurrence, state of facts or development (“Effect”) that has a material adverse effect on the business, results of operations or financial condition of the Business, taken as a whole, but none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect: (a) any adverse Effect affecting generally companies in the industries in which the Business operates or (b) any adverse Effect caused by or resulting from (i) any national, international, foreign, domestic or regional economic, financial, social or political conditions (including changes therein), including (A) hostilities, acts of war, protests, riots, unrest, sabotage, terrorism, cyberterrorism or cybercrime or military actions and any escalation or worsening of the same; (B) changes in any financial, debt, credit, capital or banking markets or conditions; and (C) changes in interest, currency or exchange rates or tariffs or any trade wars; (ii) any act of God, hurricane, flood, tornado, fire, explosion, weather event, earthquake, landslide, other natural disaster, epidemic, pandemic (including COVID-19), plague, other outbreak of illness or public health event (whether human or animal); (iii) changes in legal or regulatory conditions, including changes or proposed changes in Law or interpretations thereof (whether or not related to the COVID-19 pandemic or other pandemics, epidemics or public health emergencies); 6 (iv) the failure of the financial or operating performance of the Business to meet internal projections or budgets for any period; or (v) any changes in applicable accounting rules provided that, to the extent that any Effect in clauses (b)(i), (b)(ii) or (b)(iii) materially and disproportionately has a greater adverse impact on the Business, taken as a whole, as compared to the adverse impact such Effect has on other Persons that are similarly situated and operating in the same industries as the Business operates, then only the incremental material and disproportionate impact of such Effect on the Business, taken as a whole shall be taken into account in determining whether a Material Adverse Effect has occurred. “Patent Assignment Agreement” shall mean the patent assignment agreement, dated as of the Closing Date, to be entered into between the Seller and the Buyer substantially in the form of Exhibit C. “Permits” shall mean any permits, concessions, licenses, certificates, approvals and authorizations of any Governmental Authority. “Permitted Encumbrances” shall mean (a) statutory Encumbrances for Taxes, assessments and other charges of Governmental Authorities not yet due and payable or being contested in good faith, (b) Encumbrances in respect of property or assets imposed by Law or by agreement that were incurred in the ordinary course of business, such as landlords’, carriers’, warehousemen’s, materialmen’s, mechanics’ and landlord’s liens and other similar liens, and retention of title rights, (c) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation, and (d) non-exclusive licenses in or to the Sold Intellectual Property granted in the ordinary course of business. “Person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity. “Personal Information” shall mean information regarding a person that is defined as “personal information”, “sensitive personal information”, “personally identifiable information”, “personal data”, or any similar terms under applicable Laws. “Privacy and Data Processing Requirements” shall mean any applicable (i) Law relating to privacy, data protection, or security, (ii) Data Processing Policy, or (iii) binding rule, principle, or requirement of any self-regulatory organization (including, as applicable, the Payment Card Industry Data Security Standard) or contractual requirement relating to the Processing of Business Data or, privacy, data protection, or security with respect to the Sold Assets, including, in each case of (i) and (ii), in connection with direct marketing or the initiation, transmission, monitoring, interception, recording, or receipt of communications. “Proceeding” shall mean any judicial, administrative, arbitral actions or mediations, suits, claims or counterclaims, litigation, criminal prosecution or proceedings (public or private) by or before any Governmental Authority.

7 “Process” shall mean, with respect to any data or set of data, any operation or set of operations performed thereon, whether or not by automated means, including access, adaptation, alignment, alteration, collection, combination, compilation, consultation, creation, derivation, destruction, disclosure, disposal, dissemination, erasure, interception, maintenance, making available, organization, recording, restriction, retention, retrieval, storage, structuring, transmission, and use, and security measures with respect thereto. “Promissory Note” shall mean the promissory note, dated as of the date hereof, executed by Xxxxx in favor of the Seller, in the form of Exhibit D. “Retained Names and Marks” shall mean “Xxxxxx”, “Xxxxxxxx”, and “Xxxxxx- Xxxxxxxx”, the “Xxxxxx” logo, and the Xxxxxx “P” logo, alone or in combination with any other names or works, and together with all non-English equivalents thereof, all variations, derivations and abbreviations thereof, and all confusingly or dilutively similar names and marks, and any trademarks, trade names, brand marks, brand names, trade dress, logos, URLs, websites and domain and social media names, hash tags and addresses relating to such names or works and any other identifiers of source containing, in combination with, or incorporating the foregoing. “Sanctioned Country” shall mean a country or territory that is the subject of comprehensive sanctions under Sanctions and Export Control Laws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, and Crimea regions of Ukraine). “Sanctioned Person” shall mean any Person (a) designated on any list maintained pursuant to Sanctions and Export Control Laws, (b) owned, 50% or more, by a Person or Persons designated on any such list described in (a), or (c) organized or ordinarily resident in a Sanctioned Country. “Sanctions and Export Control Laws” shall mean any applicable Laws relating to economic sanctions or trade restrictions regulating or restricting the import, export or re- export of goods, services, software or technology administered or enforced by the U.S. government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or HM Treasury of the United Kingdom “SEC” shall mean the Securities and Exchange Commission. “Securities Act” shall mean Securities Act of 1933. “Seller Fundamental Representations” shall mean the representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authorization; Enforceability) Section 3.4 (Sufficiency of Assets), Section 3.9 (Tax Matters) Section 3.15 (Personal Property Assets) and Section 3.19 (No Brokers’ or Other Fees). 8 “Selling Expenses” shall mean (i) all of the fees and expenses incurred by the Seller, or with respect to which the Seller has any obligation, to third parties in connection with the negotiation, documentation and consummation of this Agreement and the transactions contemplated hereby, including all fees, expenses, disbursements and other similar amounts owed to attorneys, financial advisors, accountants or any other professionals or service providers, (ii) all stay, retention, change of control, severance, bonus (including all “thank you” or other similar bonuses), equity appreciation, phantom equity or similar payments due by the Seller to any Person, and any other accelerations or increases in rights or benefits provided by the Seller (whether payable or occurring prior to, on or after the date hereof), under any contract, plan, agreement or arrangement, (iii) brokerage, fees, commissions, finders’ fees or financial advisory fees (iv) Pre-Closing Employee Liabilities and, in each case of clause (i), (ii), (iii) and (iv), related costs and expenses, which obligation, in each case of clause (i), (ii), (iii) and (iv), arises on or before the date hereof or in whole or in part as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, including all Taxes that are payable by the Seller in connection with or as a result of the payment of such obligations. “Software” shall mean any and all (a) computer programs and applications, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable, executable code form or other form and whether embodied in software, firmware or otherwise; (b) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, user interfaces, application programming interfaces, report formats, firmware, development tools, compilers, templates, menus, buttons and icons; and (c) all specifications and documentation including system documentation, user manuals and other training documentation relating to any of the foregoing and all other work product used to design, plan, organize, and develop any of the foregoing, and including any and all forms in which any of the foregoing is embodied. “Sold Intellectual Property” means, collectively, (i) Sold Patents, (ii) Sold Trademarks; (iii) all Intellectual Property Rights of Seller or its Affiliates (other than trademarks and patents) either in or to the Sold Technology or otherwise primarily related to the Business, and (iv) all of the Seller’s rights to sue for, to assert claims against and seek remedies against any past, present or future violation, infringement or misappropriation of any or all of the preceding (i), (ii) and (iii), to retain any and all damages, awards, attorneys’ fees and other amounts therefrom, and all rights of priority and protection of interests in the foregoing, including rights of priority and protection under any international conventions, treaties or agreements and protection of interests therein. For the avoidance of doubt, “Sold Intellectual Property” does not include any Intellectual Property licensed by Seller from Vanderbilt University. “Sold Patents” means (i) all patents on Schedule 1.1(d) (the “Listed Patents”); (ii) all foreign counterparts of the Listed Patents (the “Foreign Counterparts”), (iii) all divisionals, continuations, continuations-in-part, reexaminations, revivals, utility models, registrations, extensions, reissues and other siblings and family members that claim priority to a Listed Patent or Foreign Counterpart, if any, recognized in any country or 9 jurisdiction (collectively, “Siblings”); and (iv) all withdrawn, lapsed, abandoned and expired patents that are Siblings of any of the foregoing. “Sold Software” shall mean all Software owned by Seller or its Affiliates (i) that is listed or described on Schedule 1.1(e) including all prior versions and releases to such Software in each case as such Software exists at or prior to the Closing, or (ii) other Software that either primarily relates to, or was primarily used in or primarily developed by, the Business. “Sold Technology” shall mean, collectively, (i) Sold Software, (ii) Business Data; (iii) Business Products, and (iv) all other Technology owned by Seller or its Affiliates that either primarily relates to, or was primarily used in or primarily developed by, the Business. “Sold Trademarks” shall mean: (i) all Trademarks listed on Schedule 1.1(f) (the “Listed Trademarks”) and all goodwill associated with the Business or resulting from or symbolized by the Listed Trademarks; and (ii) all Internet domain names, social media accounts, hash tags and web addresses listed on Schedule 1.1(f). “subsidiary” or “subsidiaries” shall mean, with respect to any Person, any other Person 50% or more of the voting equity of which is owned, directly or indirectly, by such first Person or by one or more subsidiaries of such first Person or a combination thereof. “Tangible Personal Property” shall mean all machinery, equipment, tools, tooling, molds, furniture, fixtures and equipment, computer hardware, supplies, materials, computing and telecommunications equipment and other items of tangible personal property, of every kind owned or leased (wherever located and whether or not carried on Seller’s or its Affiliates’ books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof, and all maintenance records and other documents relating thereto. “Tax” or “Taxes” shall mean (a) any taxes of any kind, including those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, goods and services, withholding, payroll, employment, excise, severance, stamp, occupation, premium, real property transfer, real property transfer gains, value added, property or windfall profits taxes, customs, duties or similar fees, similar assessments or similar governmental charges, together with any related interest, penalties, additions to tax or additional amounts imposed by any Governmental Authority, (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being or having been a member of an affiliated, consolidated, combined, unitary or similar group for any period (including any arrangement for group or consortium relief or similar arrangement), and (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) of this definition as a transferee or successor or as a result of any express or implied obligation to indemnify any other Person or as a result of any obligation under any agreement or arrangement with any other Person with respect to such amounts and including any liability for taxes of a predecessor or transferor or otherwise by operation of Law. 10 “Tax Contest” shall mean any audit, examination, voluntary disclosure or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment with respect to Taxes of the Seller, or its operation of the Business or the Sold Assets. “Tax Return” shall mean any return, form, report, estimate or information statement required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto or amendment thereof. “Taxing Authority” shall mean, with respect to any Tax, the Governmental Authority that imposes such Tax and the agency (if any) charged with the collection of such Tax for such Governmental Authority. “Technology” shall mean shall mean all tangible items related to, constituting, disclosing or embodying any Intellectual Property Rights, including any or all of the following, and all versions thereof and all technology and content from which such items were derived, including (i) works of authorship, including all written, audio and visual materials and computer programs (whether in source code or in executable code form) and the related architecture and documentation; (ii) inventions (whether or not patentable), discoveries and improvements; (iii) proprietary and confidential information, trade secrets and know how; (iv) data, databases, and data compilations and collections; (v) methods and processes; and (vi) devices, prototypes, designs and schematics. “Trademark Assignment Agreement” shall mean the trademark assignment agreement, dated as of the Closing Date, to be entered into between the Seller and the Buyer substantially in the form of Exhibit E. “Transition Agreements” shall mean, collectively, the Transition Services Agreement, the Transitional Use Agreement, and the Transitional Manufacturing and Services Agreement. “Transition Services Agreement” shall mean the transition services agreement, dated as of the date hereof, entered into by the Seller and the Buyer, in the form of Exhibit F. “Transitional Manufacturing and Services Agreement” shall mean the transitional manufacturing and services agreement, dated as of the date hereof, entered into by the Seller and the Buyer, in the form of Exhibit G. “Transitional Use Agreement” shall mean the transitional use agreement, dated as of the date hereof, entered into by the Seller and the Buyer, in the form of Exhibit H. “Treasury Regulations” shall mean the Treasury Regulations promulgated under the Code. 1.2 Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

15 used as demos or loaners, whether in transit or located at Seller’s facility in Macedonia, Ohio or with clinics, customers or distributors; (b) all inventory of raw materials, finished goods and work-in-process, packaging, supplies, parts and other inventories related primarily to the Business, including those described or listed on Schedule 2.1(b); (c) the contracts set forth on Schedule 2.1(c) (collectively, the “Sold Contracts”); (d) (i) all books and records, customer and supplier lists and other customer and supplier information, research and development files, testing documents and files, product files, equipment logs, operating guides and manuals, reports, analyses, log books, correspondence, engineering drawings, invention notebooks, and e-mail correspondence related primarily to the Business; (ii) personnel records relating to Transferred Employees (to the extent permissible by applicable Law); (iii) all files, documents and materials relating to the investigation, evaluation, preparation, prosecution, maintenance, defense, or filing of Sold Intellectual Property, (iv) all correspondence to and from any Governmental Authority with respect to any registered Sold Intellectual Property, including patent file histories; and (v) phone numbers and other lists and documents related primarily to the Business (other than Tax records, litigation files and books, records, lists or documents primarily related to Excluded Assets or the Retained Liabilities) except that Seller is entitled to retain copies of any of the foregoing materials that are necessary for Tax, accounting, personnel or legal purposes; (e) the Sold Intellectual Property and Sold Technology; (f) all Permits listed on Schedule 2.1(f), but only to the extent such Permits may be transferred under applicable Law or their applicable terms; (g) all rights, claims, causes of action and credits, including all guarantees, warranties, indemnities, refunds, set-offs and similar rights, in favor of the Seller to the extent primarily relating to any other Sold Asset or to any Assumed Liability; (h) all credits, prepaid expenses, advance payments, security deposits, escrows, deferred charges and prepaid items related primarily to the Business or under a Sold Contract; and (i) all causes of action, claims, credits, demands or rights of set-off of any nature of the Seller related primarily to the Business or to the extent related primarily to any other Sold Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise. 2.2 Excluded Assets. Other than the Sold Assets subject to Section 2.1, the Buyer acknowledges and agrees that it is not purchasing or acquiring, and the Seller is not selling, assigning, transferring, conveying or delivering any other assets or properties, and all such other assets and properties of the Seller shall be excluded from 16 the Sold Assets (collectively, the “Excluded Assets”). The term “Excluded Assets” shall include each of the following assets: (a) any cash or cash equivalents owned by the Seller; (b) the organizational documents, taxpayer and other identification numbers, minute and record books of the Seller; (c) any rights to the Seller’s insurance policies, premiums or proceeds from insurance coverages, and any other recovery by Seller from any Person; (d) any rights to any refunds, credits, prepayments, overpayments and deposits of the Seller with any Governmental Authority, in each case relating to Taxes; (e) all Tax Returns and financial statements of the Seller and all records (including working papers) related thereto; (f) all Intellectual Property Rights that are not Sold Intellectual Property, including the Retained Names and Marks; (g) all of the Seller’s causes of action, claims, credits, demands or rights of set-off against third parties related to any other Excluded Asset, including any books, records and privileged information with respect thereto; (h) all rights that accrue to the Seller under this Agreement or any Ancillary Agreement; (i) all assets relating to the Seller Benefits Plans; (j) all personnel and employment records relating to employees and former employees who are not Transferred Employees; (k) all real property owned or leased by the Seller; and (l) all accounts receivable related to the Business or the Sold Contracts. 2.3 Assumption of Liabilities; Retained Liabilities. (a) Assumed Liabilities. Except for the Assumed Liabilities, the Buyer will not, by virtue of its acquisition of the Sold Assets, assume or become responsible for any Liabilities of Seller or, any Affiliate of Seller or any other Person. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume, effective as of the Closing, and shall thereafter pay, perform, be responsible for and discharge or otherwise satisfy the following Liabilities of the Seller (collectively, the “Assumed Liabilities”): (i) all Liabilities to be performed under the Sold Contracts after the Closing (but not any Liability arising as a result of events, circumstances, 17 actions or omissions in existence or that occurred prior to the Closing or that is a Retained Liability except for Liabilities for Post-Closing Warranty Claims and executory obligations under the Sold Contracts); and (ii) the current Liabilities set forth on Schedule 2.3(a)(ii). (b) Retained Liabilities. Buyer will not assume, and will not have been deemed to assume or become the successor to, any of the Liabilities of the Seller or any of its Affiliates other than the Assumed Liabilities, and the Buyer expressly disclaims any express or implied assumption of any Liabilities other than the Assumed Liabilities. The Retained Liabilities, which include all Debt Obligations of the Seller, all Selling Expenses of the Seller and all outstanding accounts payable of the Seller with respect to the Business, shall remain Liabilities of the Seller after the Closing. For purposes of this Agreement, “Retained Liabilities” means any Liability of Seller or its Affiliates, other than the Assumed Liabilities, including the liabilities set forth on Schedule 2.3(b). 2.4 Purchase Price. On Closing Date and subject to the terms and conditions set forth in this Agreement, in consideration of the sale, assignment, transfer, conveyance and delivery of the Sold Assets, the Buyer shall (a) pay to the Seller an aggregate amount equal to $10,000,000 (the “Purchase Price”), $5,000,000 of which shall be payable by Buyer by wire transfer of immediately available funds to one or more accounts of the Seller designated at least two Business Days prior to the Closing Date (the “Cash Purchase Price”), and $5,000,000 of which will be payable by Buyer to the Seller pursuant to the issuance of the Promissory Note, and (b) assume the Assumed Liabilities (collectively, the “Total Consideration”). For the avoidance of doubt, the Purchase Price and Total Consideration specified in this Section 2.4 do not include any Transfer Taxes. The Buyer shall pay such Transfer Taxes in accordance with Section 5.2(d) of this Agreement in addition to the Purchase Price and Total Consideration specified in this Section 2.4. 2.5 Allocation of Total Consideration. The Total Consideration, the Assumed Liabilities and any other amounts treated as consideration pursuant to applicable Law shall be allocated among the Sold Assets using the methodology set forth on Schedule 2.5 (the “Allocation”). The Buyer shall deliver to the Seller a proposed Allocation of the amount allocated among the Sold Assets and Assumed Liabilities no later than ninety (90) days after the Closing Date, and the Seller will provide any written comments, questions or objections with respect thereto no later than thirty (30) days after the delivery of the proposed Allocation. The Parties shall cooperate in good faith to resolve any dispute regarding the Allocation. The Parties agree that the Allocation of the Total Consideration pursuant to Schedule 2.5 is in accordance with the fair market value of such Sold Assets and Assumed Liabilities and Section 1060 of the Code and, to the extent not inconsistent therewith, any other applicable Tax Law. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and any Treasury Regulations thereunder and, to the extent not inconsistent therewith, any other applicable Tax Law, and the Allocation shall be adjusted and/or supplemented if, and to the extent, necessary to comply with the requirements of Section 1060 of the Code. Neither the Buyer nor the Seller will take, nor permit any 18 Affiliate to take, any position inconsistent with the Allocations as finally determined by the Parties or, if applicable, such adjusted or supplemental allocation. Each of the Seller and the Buyer agrees that it shall attach to its Tax Returns for the tax year in which the Closing shall occur an information statement on Form 8594, which shall be completed in accordance with the allocations set forth on Schedule 2.5, and shall, and shall cause their respective Affiliates to, cooperate with each other in preparing and filing any supplements to such form as may be required under Section 1060 of the Code and any other applicable Tax Law. The Parties agree to notify each other with respect to the initiation of any inquiry, claim, assessment, audit or Proceeding by any Taxing Authority relating to the allocations and agree to consult with each other with respect to any such inquiry, claim, assessment, audit or Proceeding by any Taxing Authority. 2.6 The Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement shall take place remotely via the electronic exchange of executed documents and other deliverables on the date hereof (the “Closing Date”). All actions to be taken and all documents to be executed and delivered by all Parties at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no actions shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. Legal title, equitable title and risk of loss with respect to the Sold Assets will be deemed transferred to or vested in the Buyer, and the transactions contemplated by this Agreement will be deemed effective for Tax, accounting and other computational purposes, and the Parties will treat the Closing as if it had occurred, as of 12:01 a.m. (Eastern Time) on the date hereof. 2.7 Deliveries at the Closing. (a) Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following: (i) the Sold Assets; (ii) the Ancillary Agreements to which the Seller or any of its Affiliates is a party, duly executed by the Seller or such Affiliate; (iii) a certificate of good standing of the Seller, issued by the Secretary of State of the State of Ohio, dated no earlier than five (5) Business Days prior to the Closing Date; (iv) certified copies of resolutions duly adopted by the board of directors of the Seller evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; and (v) a duly and validly executed IRS Form W-9 of the Seller. (b) Method of Delivery by Seller. Delivery of the Sold Assets by Seller will be done via the manner specified by Xxxxx in writing and agreed to by Xxxxxx (e.g.,

19 electronic transfer or upload to a designated site), such agreement not to be unreasonably withheld, delayed or conditioned. Promptly following any electronic transmission, Seller shall execute and deliver to Buyer a certificate in a form reasonably acceptable to the Parties and containing at a minimum, the following information: (i) the date of transmission; (ii) the time transmission was commenced and concluded; and (iii) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions. (c) Missing Asset. Following the initial delivery of the Sold Assets by Seller to Buyer, if prior to the two (2) year anniversary of the Closing Date, Xxxxx discovers any Sold Asset was not delivered by Seller (a “Missing Asset”), Buyer may send written notice to Seller that describes in reasonable detail the Missing Asset. Promptly after receipt of such notice, or, if Xxxxxx discovers any Missing Asset, Seller will, in a manner consistent with the delivery obligations under this Agreement with respect to similar Sold Assets, deliver or make available to Buyer (or one of its Affiliates) such Missing Asset. (d) Deliveries by the Buyer. At or prior to the Closing, the Buyer shall deliver or cause to be delivered to the Seller the following: (i) the Cash Purchase Price by wire transfer of immediately available funds in U.S. dollars to an account or accounts designated by the Seller; (ii) the Ancillary Agreements to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer or such Affiliate; (iii) a certificate of good standing of the Buyer, issued by the Secretary of State of the State of Nevada, dated no earlier than five (5) Business Days prior to the Closing Date; and (iv) certified copies of resolutions duly adopted by the board of directors of the Buyer evidencing the taking of all corporate or other action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. (e) Delayed Assignment. Notwithstanding anything else to the contrary in this Agreement, the Sold Contracts listed on Schedule 2.7(e) shall not be assigned at the Closing and instead shall be assigned in accordance with the terms and conditions of the Transitional Manufacturing and Services Agreement. 2.8 Non-transferrable Assets. Notwithstanding any other provision, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Sold Asset, including any Sold Contract, Sold Intellectual Property or any claim or right or any benefit arising thereunder or resulting therefrom, if Seller has not obtained a required consent to assignment or transfer as of the Closing and an attempted assignment or transfer thereof without the consent of a third party (including any governmental entity) would constitute a breach or other contravention 20 thereof or a violation of applicable law or would in any way adversely affect the rights of Seller or Buyer thereto or thereunder. If, on the Closing Date, any required consent is not obtained, or if an attempted transfer or assignment of any Sold Asset would be ineffective or a violation of law or would impair the Buyer’s rights thereto or thereunder so that the Buyer would not receive all such rights, then Seller and Buyer will use their commercially reasonable efforts to cooperate in any lawful and commercially reasonable arrangement which will provide the Buyer the obligations and benefits of any such Sold Asset. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Sold Asset will be effected in accordance with the terms of this Agreement. 2.9 Withholding. The Buyer and its Affiliates and representatives (each, a “Withholding Agent”) will be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement, and from any other payments otherwise required pursuant to this Agreement, such amounts as are required to be deducted and withheld under any provision of U.S. federal, state, local or non-U.S. Tax Law, with respect to the making of such payment; provided, however, if any Withholding Agent determines that an amount is required to be deducted and withheld with respect to any amounts payable (other than as compensation), at least five (5) days prior to the date the applicable payment is scheduled to be made, the Buyer shall provide the Seller with written notice of its intent to deduct and withhold and the Buyer shall reasonably cooperate with the Seller to eliminate or reduce the basis for such deduction or withholding (including providing the Seller with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding). If the applicable Withholding Agent so withholds or deducts amounts and such amounts are timely paid by such Withholding Agent to the applicable Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid under this Agreement to the Person to whom such amounts would otherwise have been paid. 2.10 Further Assurances. Each Party covenants that it will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts and instruments that the other Parties or any of their respective successors or permitted assigns may reasonably request in order to more fully evidence the assumption of the Assumed Liabilities provided for in Section 2.3 and the sale and transfer of the Sold Assets. Such obligation includes the filing of any and all documents necessary to record the transfer of any Sold Intellectual Property with Governmental Authorities. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER Except as set forth in the Disclosure Schedules, the Seller hereby represents and warrants to the Buyer as follows: 3.1 Organization. The Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Ohio. The Seller has all 21 requisite power and authority to own, lease and operate the assets of the Business and to carry on the Business as now being conducted and is duly qualified or licensed to do business and (to the extent any such jurisdiction recognizes the concept of good standing) is in good standing in the jurisdictions in which the ownership of the property of the Business or the conduct of the Business requires such qualification or license with respect to the Business, except where the failure to be so qualified or licensed would not have a Material Adverse Effect. The Business was conducted solely by Seller and not by any Affiliates of Seller. 3.2 Authorization; Enforceability. The Seller has the corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the performance of its obligations hereunder and thereunder have been duly authorized by the board of directors of the Seller, and no other corporate proceeding on the part of the Seller is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the Buyer, constitute valid and binding agreements of the Seller, enforceable against it in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) (collectively, the “General Enforceability Exceptions”). 3.3 Financial Information; No Undisclosed Liabilities. (a) Attached as Schedule 3.3(a) are (i) an unaudited statement of net assets of the Business, as of June 30, 2022 and June 30, 2021, and (ii) an unaudited statements of net earnings and cash flows of the Business for the years then ended (clauses (i) and (ii) collectively, the “Annual Financial Statements”), (iii) the unaudited statement of net assets of the Business, as of September 30, 2022, and (iv) the unaudited statements of net earnings and cash flows of the Business for the three months then ended (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”) (such statement of net assets as of September 30, 2022, the “Balance Sheet” and such date, the “Balance Sheet Date”). The books and records of the Seller with respect to the Business have been prepared in accordance with GAAP. Subject to the limitations set forth in this Agreement, the Financial Statements have been derived from the books and records of the Seller with respect to the Business, have been prepared in good faith and present fairly, in all material respects, the financial condition and results of operations of the Business as of the indicated dates and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) Other than (i) Liabilities that are reflected in the Interim Financial Statements, (ii) Liabilities disclosed or referred to in the Disclosure Schedules, (iii) the 22 Retained Liabilities, and (iv) Liabilities or obligations arising since the Balance Sheet Date in the ordinary course of business, the Seller does not have any Liabilities or obligations of any nature with respect to the Business that would be material to the Business, taken as a whole. 3.4 Sufficiency of the Assets. Except for the Excluded Assets specifically identified in Section 2.2(a), 2.2(b), 2.2(c), 2.2(d), 2.2(e), 2.2(f), 2.2(g), 2.2(h), 2.2(i), 2.2(j), 2.2(k), and 2.2(l) those services provided pursuant to the Ancillary Agreements and the Permits set forth on Schedule 3.4 of the Disclosure Schedule that may not be transferred under applicable Law or their applicable terms, the Sold Assets constitute all of the properties and assets necessary to conduct the Business in the same manner in all material respects as currently conducted by the Seller. The Sold Assets are in reasonably good maintenance, operating condition and repair, wear and tear excepted. 3.5 No Approvals or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller of the transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in a breach by the Seller of its organizational documents (including its articles of incorporation, bylaws and code of regulations); (b) violate, conflict with or result in a breach of, or constitute a default by the Seller (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation, or acceleration under, loss of right or benefit under, or result in the creation of any Encumbrance upon any of the Sold Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease or contract to which the Seller (with respect to the Business) or any of its properties used primarily in the Business may be bound; (c) violate or result in a breach of any Governmental Order or Law applicable to the Seller (with respect to the Business) or any of its properties used primarily in the Business; or (d) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Person or Governmental Authority, except with respect to the foregoing clauses (b), (c) and (d) above, as would not be material to the Business. Schedule 3.5 sets forth all necessary notices, consents, waivers and approvals of parties to any Sold Contracts as are required thereunder in connection with this Agreement and any Ancillary Agreement, or for any such Sold Contract to remain in full force and effect, and without limitation, breach, modification, acceleration, or alteration so as to preserve all rights of, and benefits to the Buyer under such Sold Contracts immediately after the Closing. Following the Closing, the Buyer will continue to be permitted to exercise all rights under the Sold Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Seller otherwise be required to pay pursuant to the terms of such contracts had the transactions contemplated by this Agreement not occurred. 3.6 Compliance with Law; Permits. Since the date that is three (3) years prior to the date hereof, the Seller has conducted the Business, and the Sold Assets have been maintained, and the Seller (with respect to the Business) is currently, in material compliance with all Laws. The Seller possesses all of the material Permits necessary to own, lease and operate the Sold Assets in the same manner in all material respects as

39 pocket costs incurred with respect to such Tax refund, to the Seller within fifteen (15) Business Days of receipt by the Buyer. The Seller and the Buyer will reasonably cooperate with each other to pursue and obtain property Tax refunds; except that the Seller retains the exclusive right to apply for property Tax refunds and to appeal property Tax assessments pertaining to all periods ending on or before the date hereof (collectively, the “Pre-Closing Appeals”). All proceedings relating to Pre-Closing Appeals, to the extent practicable, will be conducted by and in the name of the Seller and as directed by the Seller. The provisions of this Section 5.2(c) will survive the Closing. (d) All excise, sales, use, registration, stamp, recording, documentary, conveyancing, franchise, transfer, transaction privilege and similar Taxes, levies, charges and fees incurred in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”) will be paid by Buyer, and the Party required by Law to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall prepare and file such Tax Returns and other documentation and, if required by applicable Law, the non-filing Party will join in the execution of any such Tax Returns and other documentation. Within thirty (30) days after payment, the filing Party will provide the non-filing Party with copies of all such Tax Returns and evidence that all such Taxes have been paid. The Buyer and the Seller will reasonably cooperate to reduce or eliminate Transfer Taxes to the extent permitted by applicable Law. 5.3 Employees; Employment Matters. (a) Offers/Transfer of Employment. Prior to the date hereof, the Buyer shall have, or shall have caused its applicable Affiliate to, make a written offer of employment, in accordance with the requirements of this Section 5.3, to each Business Employee to be effective as of immediately prior to and contingent upon the Closing (unless such Business Employee is an Automatically Transferring Employee). All Business Employees (including Automatically Transferring Employees) who continue employment with or who accept an offer of employment with the Buyer or its Affiliates as of the date hereof will cease employment with the Seller and begin employment with the Buyer or an Affiliate of the Buyer effective as of the date hereof and are hereinafter referred to as the “Transferred Employees.” (b) Cessation of Active Participation in Seller Benefit Plans. Effective as of the date hereof, except as required by Law or otherwise by this Section 5.3, all Transferred Employees will cease active participation in, and any benefit accrual under, each of the Seller Benefit Plans. (c) Pre-Closing Employee Obligations. Seller shall be solely responsible, and the Buyer and its Affiliates shall have no obligations whatsoever for, any compensation or other compensatory amounts payable by Seller to any current or former employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing (“Pre-Closing Employee Liabilities”). The Buyer shall assume and be responsible for payment of all salaries, 40 wages and benefits and all other costs and Liabilities related to the Transferred Employees that are earned after the Closing. (d) Compensation. As of the date hereof and for a period of one year thereafter, for so long as a Transferred Employee continues employment during such period, the Buyer shall, or shall cause its Affiliates to provide to the Transferred Employees, (i) base salary and wages, as applicable, and target short-term and long-term incentive opportunities that are no less favorable than provided to the Transferred Employees, in the aggregate, immediately prior to the date hereof or to similarly situated employees of the Buyer and (ii) employee benefit plans, programs, policies and arrangements that are substantially comparable in the aggregate to the Seller Benefit Plans covering such Transferred Employees as in effect immediately prior to the Closing. To the extent not otherwise required by or resulting from the operation of Law and to the extent it does not result in duplication of benefits, the Buyer shall use commercially reasonable efforts to recognize each Transferred Employee’s service with the Seller or any of its Affiliates or predecessors as of the Closing as service with the Buyer for purposes of eligibility to participate in, vesting under and accrual of benefits under any employee benefit plan, program or arrangement of the Buyer or any affiliate of the Buyer in which Transferred Employees participate. (e) Welfare Plans. Coverage for all Transferred Employees and their respective dependents under the Seller Benefit Plans that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Seller’s Welfare Plans”) shall cease to be effective as of December 31, 2022. The plans sponsored by the Buyer or its Affiliates that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Buyer’s Welfare Plans”) shall provide access to coverage and benefits for all Transferred Employees and their respective eligible spouses and dependents effective as of January 1, 2023. The Buyer and its Affiliates and the Buyer’s Welfare Plans shall be liable for all claims of any Transferred Employees and their respective eligible spouses and dependents on or after the date hereof, to the extent such claims are incurred on or after January 1, 2023. The Seller shall retain responsibility and liability for all claims of the Transferred Employees incurred under Seller’s Welfare Plans before December 31, 2022. For purposes of this Section 5.3(d), a claim shall be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that the service was rendered or the supply was purchased (for purposes of health care programs). (f) Continuation Coverage. The Buyer or its Affiliates shall have the sole responsibility to offer “continuation coverage” benefits after the date hereof to the Transferred Employees and “qualified beneficiaries” of such Transferred Employees for whom a “qualifying event” occurs before, on or after December 31, 2022. The terms “continuation coverage,” “qualified beneficiaries” and “qualifying event” shall have the meanings ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA. (g) Cooperation. The Parties agree to furnish each other with such information concerning employees, employee payroll and employee benefit plans, subject 41 to confidentiality and privacy considerations, and to take all such other action, as is necessary and appropriate to effect the transactions contemplated hereby. (h) No Right to Employment. Nothing herein expressed or implied shall confer upon any of the employees of the Seller, the Buyer or any of their respective Affiliates, any additional rights or remedies, including any additional right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement. (i) No Third Party Beneficiary. No provision in this Section 5.3 shall (i) create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Seller, the Buyer or any other Person other than the Parties and their respective successors and permitted assigns, (ii) constitute or create, or be deemed to constitute or create, an employment agreement or (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by the Seller, the Buyer or any of their Affiliates. 5.4 WARN Act Compliance. For a period of 91 days (inclusive) following the date hereof, the Buyer shall not, and shall cause any successor or permitted assign of any portion of the Sold Assets not to, cause or permit to be implemented any plant closing, partial closing, mass layoff or other termination of employees that, either alone or in the aggregate (with each other and/or with any plant closing, partial closing, mass layoff or other termination of employees of the Seller (with respect to the Business) occurring on or prior to the date hereof) could reasonably be expected to create any Liability for the Seller or any of its Affiliates under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar applicable state or local Law. 5.5 Non-Competition, Non-Solicitation and Confidentiality. (a) The Seller will not (and will cause its Affiliates not to), directly or indirectly: (i) during the five-year period commencing on the date hereof, engage in any business in competition with the Business as conducted immediately prior to Closing in the geographic areas in which the Business sells or has sold products and/or services prior to Closing and/or has or had a physical presence (each, a “Competing Activity”); provided that the foregoing will not prohibit the Seller or any of its Affiliates from (A) the acquisition, holding of investments or direct or indirect ownership of any voting stock, capital stock or other equity interest of any Person engaged in a Competing Activity, so long as such ownership interest is passive and represents less than 5% of the aggregate voting power or outstanding capital stock or other equity interests of such Person provided that the Seller is not otherwise associated with such Person and does not have the ability to control or exercise any managerial influence over such Person; or (B) the acquisition of all or any portion of the equity interests of any Person engaged in a Competing Activity; provided that the Competing Activity accounts for no more than 15% of the revenues of such Person (based on its latest annual 42 financial statements); provided, further that this Section 5.5(a)(i)(B) will not be deemed to be violated if such Competing Activity accounts for more than 15% of the revenues of such Person (based on its latest annual financial statements) if within 12 months following consummation of such acquisition, the Seller’s or any of its Affiliates’ Competing Activities account for less than 15% of the revenues of such Person (based on its then latest annual financial statements); provided further that if any Person acquires all or any portion of the assets or equity interests in the Seller or any of its Affiliates (whether by merger, consolidation, stock or asset purchase, or other similar transaction) and such Person or an Affiliate of such Person is engaged in a Competing Activity at the time of such acquisition, the restrictions in this Section 5.5(a)(i) will not apply to such Person or its then existing Affiliates (other than the Seller and its Affiliates) with respect to such Competing Activity; (ii) during the five-year period commencing on the date hereof, employ or solicit for employment any Transferred Employee without first obtaining the written consent of the Buyer (unless such Person’s employment is terminated by the Buyer or any of its Affiliates) (any employee will be deemed not to have been solicited for employment if such employee responds to a general solicitation not targeted or directed at the Buyer or any Transferred Employees); or (iii) during the five-year period commencing on the date hereof, solicit or try to solicit orders for goods or services with respect to the Business from a Person who at any time within the 12 months prior to the date hereof has been a customer, vendor or supplier of the Business; provided, that this provision will not restrict the Seller (or its Affiliates) from contacting such customers, vendors or suppliers to the extent necessary and in connection with the conduct and operation of its businesses as carried on as of the date of this Agreement other than the Business or under the Ancillary Agreements and this provision shall not restrict Seller or any of its Affiliates to the extent the restrictions of Section 5.5(a)(i) do not apply pursuant to one of the provisions thereunder. (b) The Parties agree that this Section 5.5 is reasonable and necessary to protect and preserve the Buyer’s legitimate business interests and the value of the Business and the Sold Assets. The Parties further agree and acknowledge that: (i) no proceeds will be received or receivable by the Seller or its Affiliates for granting the restrictive covenants under this Section 5.5 and (ii) the restrictive covenants under this Section 5.5 are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Business and the Sold Assets. 5.6 Further Actions. Following the Closing, the Buyer and the Seller agree to promptly remit to the other Party (or Affiliate thereof) any payments received that are owed to the other Party (or Affiliate thereof).

47 oppose the Seller’s ownership of, or the validity of, the Parker Marks, or any registrations thereof, whether now existing or hereafter obtained, and the Buyer consents to the registration and use of, the Parker Marks by the Seller or its suppliers or related entities for any and all products and services whatsoever; or (4) otherwise do anything inconsistent with the Seller’s ownership of the Parker Marks, or do or cause to be done any act or thing that will in any way impair the rights of the Seller in and to the Parker Marks or the Seller’s goodwill therein, or have any dilutive effect thereupon. 5.12 Existing Intercompany Licenses. As of the Closing, all Existing Intercompany Licenses are void and of no effect. Except as may be agreed in an Ancillary Agreement, Seller and its Affiliates otherwise shall have no rights under Sold Intellectual Property. 5.13 Backup License. (a) Subject to the terms and conditions of this Section 5.12, Seller, on behalf of itself and its Affiliates, hereby grants and agrees to grant to Buyer, a perpetual, irrevocable, fully-paid, royalty-free, worldwide, non-exclusive, sublicensable (through multiple tiers) assignable license in the Licensed Field to exercise , all rights under the Licensed Intellectual Property including rights to use, reproduce, distribute, display, perform, and create derivative works of any Technology, and to make, have made, use, sell, offer to sell, import, export, and otherwise exploit and dispose of, and make available any Technology. “Licensed Field” means (i) the products and services of the Business as of the Closing Date and the natural evolutions thereof; and (ii) the general field of operation of the Business as of the Closing Date, based on the general nature and purpose of its products and services as of such date. (b) Without limiting any other rights, and for clarity, if, following the Closing, Buyer or its Affiliates sells, spins-out, or otherwise transfers to any third party in one transaction or a series of related transactions any business, product or service, or other material assets used or held for use in performance of the Business, then Buyer and its Affiliates may sublicense or assign its rights under this Section 5.12 to each such third party, in each case subject to the terms and conditions of this Section 5.12. 5.14 Sold Asset Deletion. Ninety (90) days after Seller has delivered to Buyer all of the Sold Assets (or such longer period specified under applicable Law or by Buyer in writing), Seller shall, and shall cause each Affiliate: (i) to permanently destroy, erase and remove all copies of the Sold Intellectual Property in each case from all systems, computers, servers and storage devices/media in Seller’s or such Affiliate’s possession or under Seller’s or such Affiliate’s control (the “Deleted Intellectual Property”), including all backup copies, disaster recovery copies and all electronic and nonelectronic copies, and (ii) promptly thereafter, upon the Buyer’s written request, deliver to Buyer a certificate signed by an officer of Seller after due inquiry certifying that Seller and its Affiliates have complied with the obligations in this Section 5.13. Pending the destruction and erasure described above, neither Seller or any Affiliate of Seller shall disclose any portion of any of such Deleted Intellectual Property to any Person (other than Buyer ); provided, however if any Sold Assets are needed to perform under the Transition Services 48 Agreement, then obligations shall arise when such Sold Assets are no longer necessary to so perform. 5.15 Sold Intellectual Property Transfer. The Seller shall promptly direct and instruct its internal and external counsel to timely cooperate with Buyer in connection with the transfer of prosecution file histories with respect to the registered Sold Intellectual Property to Buyer, or its or their counsel as instructed by Xxxxx. 5.16 Post-Closing Financial Statement Cooperation. (a) Prior to the date hereof, Seller has engaged WithumSmith+Brown, PC (the “Accounting Firm”) to audit the abbreviated financial statements of the Business as of June 30, 2022 and June 30, 2021, and for the years then ended which comprise the statements of assets acquired and liabilities assumed as of June 30, 2022 and 2021, and the related statements of net revenues and direct expenses for each of the two fiscal years in the period ended June 30, 2022, and the related abbreviated notes (the “Business Financial Statements”). Any and all reasonable and documented out of pocket fees and expenses of the Accounting Firm in connection with the engagement of the Accounting Firm that are incurred by the Seller or its Affiliates shall be reimbursed by the Buyer promptly (and in any event within ten (10) Business Days) in immediately available funds after receipt from the Seller of one or more invoices with respect thereto delivered to Buyer from time to time after the date hereof. (b) The Seller shall use its reasonable best efforts to provide information on a timely basis to the Accounting Firm for the Accounting Firm to be able to timely complete the audit of the Business Financial Statements. (c) From and after the date hereof and continuing through the first anniversary of the Closing Date, upon reasonable request from the Buyer, the Seller shall use its reasonable best efforts to provide the Buyer with access to all financial and other information pertaining to the Business relating to the period of the Seller’s ownership and operation of the Business, which information is necessary to enable Buyer to comply with its reporting obligations under the Securities Laws, including the preparation of any pro forma financial statements required by Regulation S-X under the Securities Laws; provided that all reasonable and documented out of pocket costs and expenses incurred by the Sellers or their Affiliates or representatives, including their accounting firms and/or their other advisors and/or the Seller’s internal financial reporting team, in connection therewith shall be reimbursed by the Buyer promptly (and in any event within ten (10) Business Days) in immediately available funds after receipt from the Seller of one or more invoices with respect thereto delivered from time to time after the date hereof; provided, however, that the Seller shall not be required to provide any information pursuant to this Section 5.16 (i) in connection with any litigation or similar dispute between the Parties, or (ii) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or contravene any Laws, contracts or obligation of confidentiality owed to a third party. 49 ARTICLE VI INDEMNIFICATION 6.1 Survival. The representations and warranties contained in this Agreement will survive the date hereof until the 12-month anniversary of the date hereof; except that the Buyer Fundamental Representations and the Seller Fundamental Representations will survive indefinitely. All covenants and agreements contained in this Agreement which by their terms are to be performed, in whole or in part, or which prohibit actions, subsequent to the date hereof shall survive the Closing in accordance with their terms. All other covenants and agreements contained in this Agreement shall not survive the date hereof and shall terminate at the Closing. Any claim for indemnification not made by the Buyer or the Seller on or prior to the date of termination of the applicable survival period set forth in this Section 6.1 (such date, as applicable the “Expiration Date”) will be irrevocably and unconditionally released and waived, whether or not a longer period would be permitted by applicable Law. However, if the Buyer or the Seller, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability for such claim will continue until such claim is resolved. 6.2 Indemnification by the Seller. From and after the Closing and subject to this ARTICLE VI, the Seller agrees to indemnify and hold the Buyer and its Affiliates and each of their respective officers, directors, employees, agents and representatives (collectively, the “Buyer Indemnified Persons”) harmless from and against any and all losses, damages, costs and reasonable and documented expenses (including reasonable and documented fees and expenses of attorneys) (collectively, “Losses”), that any Buyer Indemnified Person actually suffers or incurs arising out of or resulting from: (a) any breach, inaccuracy or misrepresentation of any representation or warranty made by the Seller in ARTICLE III; (b) any breach, violation or non-fulfillment of or failure to perform any covenant or agreement of the Seller contained in this Agreement; and (c) any Retained Liability. 6.3 Seller Indemnification Limitations. (a) The obligation of the Seller to indemnify the Buyer Indemnified Persons under Section 6.2 is subject to the following: (i) the Seller shall have no liability under Section 6.2(a) and no Losses may be recovered from the Seller under Section 6.2(a) unless the claims of the Buyer Indemnified Persons for indemnification under Section 6.2(a) exceed, in the aggregate, $100,000 (the “Threshold”), in which case the Buyer Indemnified Persons will be entitled to indemnification for all such Losses from the first dollar; (ii) the liability of the Seller in respect of claims of the Buyer Indemnified Persons under Section 6.2(a) (except for the Seller Fundamental Representations) shall not exceed, in the aggregate, $1,000,000 (the “Cap”); and 50 (iii) the liability of the Seller in respect of claims of the Buyer Indemnified Persons related to the Seller Fundamental Representations shall not exceed, in the aggregate, the Purchase Price plus any interest accrued under the Promissory Note. (b) Notwithstanding the foregoing, the limitations set forth in this Section 6.3, including the Threshold and the Cap, will not apply with respect to Fraud or claims under Section 6.2(b) or Section 6.2(c). 6.4 Indemnification by the Buyer. From and after the Closing and subject to this ARTICLE VI, the Buyer and its subsidiaries, jointly and severally, agree to indemnify and hold the Seller and its Affiliates and each of their respective officers, directors, employees, agents and representatives (collectively, the “Seller Indemnified Persons”) harmless from and against any and all Losses that any Seller Indemnified Person actually suffers or incurs arising out of or resulting from: (a) any breach, inaccuracy or misrepresentation of any representation or warranty made by the Buyer in ARTICLE IV; (b) any breach, violation, non-fulfillment of, or failure to perform any covenant or agreement of the Buyer contained in this Agreement; (c) any Assumed Liability; and (d) the possession, ownership, use, operation and management of the Sold Assets and the Parker Marks by the Buyer (or its Affiliates) from and after the Closing, other than to the extent related to any breach by a Seller Indemnified Person under this Agreement or any Ancillary Agreement. 6.5 Buyer Indemnification Limitations. (a) The obligation of the Buyer to indemnify the Seller Indemnified Persons under Section 6.4 is subject to the following: (i) the Buyer shall have no liability under Section 6.4(a) and no Losses may be recovered from the Buyer under Section 6.4(a) unless the claims of the Seller Indemnified Persons for indemnification under Section 6.4(a) exceed, in the aggregate, the Threshold, in which case the Seller Indemnified Persons will be entitled to indemnification for all such Losses from the first dollar; (ii) the liability of the Buyer in respect of claims of the Seller Indemnified Persons under Section 6.4(a) (except for the Buyer Fundamental Representations) shall not exceed, the General Cap; and (iii) the liability of the Buyer in respect of claims of the Seller Indemnified Persons related to the Buyer Fundamental Representations shall not exceed, in the aggregate, the Purchase Price.

59 other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 7.14. 7.15 Specific Performance. Each of the Parties acknowledges and agrees that a breach of this Agreement would cause irreparable damage to the other Party and that such other Party will not have an adequate remedy at Law. Therefore, the obligations of the Parties under this Agreement shall be enforceable by a decree of specific performance issued by a court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise. The Parties hereby waive in any such proceeding the defense of adequacy of a remedy at Law and any requirement for the securing or posting of any bond or any other security related to such equitable relief. 7.16 Waiver of Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY CERTIFIES THAT NEITHER IT NOR ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. 7.17 Privileged Communications. All communications involving attorney- client confidences between a Transferred Employee, on the one hand, and counsel to the Seller, on the other hand, in connection with the consideration, negotiation and consummation of the transactions contemplated by this Agreement, including this Agreement and the Ancillary Agreements that was, as of immediately prior to the closing, subject to attorney-client privilege (the “Privileged Communications”) shall belong solely to the Seller following the Closing and may be waived only by the Seller. Buyer further acknowledges and agrees that, with respect to any Proceeding or dispute between the Seller or its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand, only the Seller may waive any evidentiary privilege that may attach to a Privileged 60 Communication that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and the Buyer shall have no right to compel disclosure of such privileged information. Absent the prior written consent of the Seller, neither the Buyer nor any Transferred Employee shall take any action to waive such privilege or assert that the attorney-client privilege of the Seller related to such Privileged Communications was waived due to the inadvertent transfer of attorney-client privileged material by virtue of the transactions contemplated by this Agreement. [Signatures are on the following page] [Signature Page to Asset Purchase Agreement] IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized officer, in each case as of the date first above written. EKSO BIONICS HOLDINGS, INC. By: __/s/ Xxxxx Xxxxx_________________ Name: Xxxxx Xxxxx Title: President & COO [Signature Page to Asset Purchase Agreement] IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized officer, in each case as of the date first above written. XXXXXX-XXXXXXXX CORPORATION By: ___/s/ Xxxxxx Xxxxxxxx_____________ Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer

EXHIBIT A ASSUMPTION AGREEMENT This ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2022 by and between EKSO BIONICS HOLDINGS, INC., a Nevada corporation (the “Buyer”), and XXXXXX-XXXXXXXX CORPORATION, an Ohio corporation (the “Seller”). The Buyer and the Seller are each a “Party” and collectively, the “Parties.” Capitalized terms used herein without definition shall have the respective meanings given to such terms in the Purchase Agreement (as defined below). RECITALS WHEREAS, the Seller and the Buyer are parties to that Asset Purchase Agreement, dated as of December 5, 2022 (the “Purchase Agreement”), pursuant to which, among other things, the Seller has agreed to sell, assign, transfer, convey and deliver to the Buyer and the Buyer has agreed to purchase and acquire, from the Seller, all of the right, title and interest of the Seller in and to the Sold Assets; WHEREAS, in connection with such purchase, the Purchase Agreement requires the Buyer to assume effective as of the Closing, and thereafter pay, perform, be responsible for and discharge or otherwise satisfy, the Assumed Liabilities; and WHEREAS, this Agreement is being entered into to evidence and effect the assumption of the Assumed Liabilities by the Buyer in accordance with the terms of the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and conditions of the Purchase Agreement, the Buyer does hereby agree with the Seller as follows: 1. Assumption of Assumed Liabilities. The Buyer hereby assumes and agrees to pay, perform, be responsible for and discharge or otherwise satisfy the Assumed Liabilities. 2. Retained Liabilities. The Buyer shall not assume, and shall not have been deemed to assume, and the Seller agrees to pay, perform, be responsible for and discharge or otherwise satisfy, any Retained Liabilities. 3. Binding Effect; Successors and Assigns. All such Assumed Liabilities transferred pursuant to Section 1 of this Agreement are hereby transferred, or intended so to be, unto the Buyer and unto the Buyer’s successors and assigns forever, and this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 4. No Waiver or Modification; Subject to Purchase Agreement. The scope, nature and extent of this Agreement are expressly set forth in the Purchase Agreement and this Agreement is made subject to and with the benefit of the respective - 2 - representations and warranties, agreements, covenants, terms, conditions, limitations and other provisions of the Purchase Agreement. Nothing contained in this Agreement shall be construed as a waiver of or limitation upon any of the rights or remedies set forth in, or arising in connection with, the Purchase Agreement or any other Ancillary Agreement. This Agreement is not intended to limit in any manner the terms of the Purchase Agreement nor to create any broader obligations than those contemplated by the Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement shall be governing and controlling. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure to enforce any provision of this Agreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 5. Sections and Headings. The division of this Agreement into sections and subdivisions and the insertion of headings herein are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. 7. Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, and counterparts may be exchanged by electronic submission, all of which shall be considered one and the same agreement and each of which shall be deemed an original. 8. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties and their permitted successors or assigns, any rights or remedies under or by reason of this Agreement. [Signatures are on the following page] [Signature Page to Assumption Agreement] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written. EKSO BIONICS HOLDINGS, INC. By: _______________________________ Name: Xxxxx Xxxxx Title: President & COO [Signature Page to Assumption Agreement] XXXXXX-XXXXXXXX CORPORATION By:_______________________________ Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer

EXHIBIT B BILL OF SALE This BILL OF SALE (this “Bill of Sale”) is made and entered into as of December 5, 2022 by XXXXXX-XXXXXXXX CORPORATION, an Ohio corporation (the “Seller”), in favor of EKSO BIONICS HOLDINGS, INC., a Nevada Corporation (the “Buyer”). The Seller and the Buyer are each a “Party” and collectively, the “Parties.” Capitalized terms used herein without definition shall have the respective meanings given to such terms in the Purchase Agreement (as defined below). RECITALS WHEREAS, the Seller and the Buyer are parties to that Asset Purchase Agreement, dated as of December 5 2022 (the “Purchase Agreement”), pursuant to which, among other things, the Seller has agreed to sell, assign, transfer, convey and deliver to the Buyer and the Buyer has agreed to purchase and acquire, from the Seller, all of the right, title and interest of the Seller in and to the Sold Assets; and WHEREAS, this Bill of Sale is being entered into to evidence and effect the sale of the Sold Assets by the Seller to the Buyer in accordance with the terms of the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and conditions of the Purchase Agreement, the Seller does hereby agree with the Buyer as follows: 1. Bill of Sale from the Seller. The Seller hereby irrevocably sells, assigns, transfers, conveys and delivers to the Buyer all of the Seller’s right, title and interest in and to the Sold Assets free and clear of all Encumbrances, other than Permitted Encumbrances. 2. Excluded Assets. The Sold Assets shall not include, and the Seller shall not sell, assign, transfer, convey or deliver to the Buyer and the Buyer shall not purchase or acquire, any right, title or interest in or to any of the Excluded Assets. 3. Binding Effect; Successors and Assigns. All such Sold Assets transferred pursuant to Section 1 of this Bill of Sale are hereby transferred unto the Buyer and unto the Buyer’s successors and assigns forever, and this Bill of Sale shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 4. No Waiver or Modification; Subject to Purchase Agreement. The scope, nature and extent of this Bill of Sale are expressly set forth in the Purchase Agreement and this Bill of Sale is made subject to and with the benefit of the respective representations and warranties, agreements, covenants, terms, conditions, limitations and other provisions of the Purchase Agreement. Nothing contained in this Bill of Sale shall be construed as a waiver of or limitation upon any of the - 2 - rights or remedies set forth in, or arising in connection with, the Purchase Agreement or any other Ancillary Agreement. This Bill of Sale is not intended to limit in any manner the terms of the Purchase Agreement nor to create any broader obligations than those contemplated by the Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement shall be governing and controlling. Any provision of this Bill of Sale may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure to enforce any provision of this Bill of Sale shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Bill of Sale shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 5. Sections and Headings. The division of this Bill of Sale into sections and subdivisions and the insertion of headings herein are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Bill of Sale. 6. Governing Law. This Bill of Sale shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. 7. Counterparts; Effectiveness. This Bill of Sale may be executed in one or more counterparts, and counterparts may be exchanged by electronic submission, all of which shall be considered one and the same agreement and each of which shall be deemed an original. 8. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties and their permitted successors or assigns, any rights or remedies under or by reason of this Bill of Sale. [Signatures are on the following page] [Signature Page to Bill of Sale] IN WITNESS WHEREOF, the Parties have duly executed this Bill of Sale as of the date first above written. EKSO BIONICS HOLDINGS, INC. By: _______________________________ Name: Xxxxx Xxxxx Title: President & COO [Signature Page to Bill of Sale] XXXXXX-XXXXXXXX CORPORATION By: _______________________________ Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer

EXHIBIT C PATENT ASSIGNMENT AGREEMENT This PATENT ASSIGNMENT (this “Assignment”) is made and entered into as of December 5, 2022 between XXXXXX-XXXXXXXX CORPORATION, an Ohio corporation (the “Assignor”), and EKSO BIONICS HOLDINGS, INC., a Nevada corporation (the “Assignee”). The Assignor and the Assignee are each a “Party” and collectively, the “Parties.” Capitalized terms used herein without definition shall have the respective meanings given to such terms in the Purchase Agreement (as defined below). RECITALS WHEREAS, the Assignor and the Assignee are parties to that Asset Purchase Agreement, dated as of December 5, 2022 (the “Purchase Agreement”), pursuant to which, among other things, the Assignor has agreed to sell, assign, transfer, convey and deliver to the Assignee and the Assignee has agreed to purchase and acquire, from the Assignor, all of the right, title and interest of the Assignor in and to the Sold Assets; WHEREAS, the Assignor is the owner of the entire right, title and interest in and to those patents and patent applications listed on Schedule A hereto existing now or in the future and including, but not limited to, all divisions, reissues, continuations (in whole or in part), applications that claim priority thereto under United States law, foreign law, or international convention, renewals and extensions of any of the foregoing and any patents that may issue from any of the foregoing (collectively, the “Patents”); and WHEREAS, this Assignment is being entered into to evidence and effect the sale of the Patents by the Assignor to the Assignee in accordance with the terms of the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and conditions of the Purchase Agreement, the Assignor does hereby agree with the Assignee as follows: 1. Assignment of Patents. The Assignor hereby irrevocably sells, assigns, transfers, conveys and delivers to the Assignee all of the Assignor’s right, title and interest in and to all of the Patents, and including the subject matter of all claims that may be obtained therefrom, including all rights of priority and protection of interests therein under the Laws of any jurisdiction, for the Assignee’s own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this assignment and sale had not been made, together with all income, royalties, damages or payments due or payable as of the date hereof or thereafter, including, without limitation, all claims for damages by reason of past, present or future infringement, dilution, misappropriation, unlawful imitation, misuse or default, with the right but no obligation to sue for and collect the same for the Assignee’s own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives. 2. Recordation. The Assignor authorizes and requests the United States Commissioner of Patents and Trademarks and any other similar Governmental Authority to record the Assignee as owner of the Patents, and issue any and all patents issued thereon to the Assignee, as assignee of the entire right, title and interest in, to and under the same, for the sole use and enjoyment of the Assignee, its successors, assigns or other legal representatives. Assignor shall execute and deliver to Assignee such documents and take such actions as requested by Assignee to register, evidence or perfect Assignee's rights under this Assignment. 3. No Waiver or Modification; Subject to Purchase Agreement. The scope, nature and extent of this Assignment are expressly set forth in the Purchase Agreement and this Assignment is made subject to and with the benefit of the respective representations and warranties, agreements, covenants, terms, conditions, limitations and other provisions of the Purchase Agreement. Nothing contained in this Assignment shall be construed as a waiver of or limitation upon any of the rights or remedies set forth in, or arising in connection with, the Purchase Agreement or any other Ancillary Agreement. This Assignment is not intended to limit in any manner the terms of the Purchase Agreement nor to create any broader obligations than those contemplated by the Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement shall be governing and controlling; provided, however, that nothing in this Section 3 will limit the assignments in Section 1. Any provision of this Assignment may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure to enforce any provision of this Assignment shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Assignment shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 4. Sections and Headings. The division of this Assignment into sections and subdivisions and the insertion of headings herein are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Assignment. 5. Governing Law. This Assignment shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. 6. Counterparts; Effectiveness. This Assignment may be executed in one or more counterparts, and counterparts may be exchanged by electronic submission, all of which shall be considered one and the same agreement and each of which shall be deemed an original. 7. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties and their permitted successors or assigns, any rights or remedies under or by reason of this Assignment. [Signatures are on the following page] [Signature Page to Patent Assignment] IN WITNESS WHEREOF, the Parties have duly executed this Assignment as of the date first above written. XXXXXX-XXXXXXXX CORPORATION By: _______________________________ Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer

[Signature Page to Patent Assignment] EKSO BIONICS HOLDINGS, INC. By:_______________________________ Name: Xxxxx Xxxxx Title: President & COO Schedule A Patents [Omitted.] EXHIBIT D THIS SUBORDINATED PROMISSORY NOTE (THIS “NOTE”) AND THE INDEBTEDNESS EVIDENCED BY THIS NOTE ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 6 OF THIS NOTE. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS THE SELLER ESTABLISHES TO THE SATISFACTION OF THE MAKER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUBORDINATED PROMISSORY NOTE $5,000,000 Cleveland, Ohio December 5, 2022 (the “Issuance Date”) FOR VALUE RECEIVED, the undersigned, Ekso Bionics Holdings, Inc., a Nevada corporation (the “Maker”), hereby promises, subject to the subordination provisions of this Note, to pay to Xxxxxx-Xxxxxxxx Corporation, an Ohio corporation (the “Seller” or the “Payee”), to an account designated in writing by the Payee, in lawful money of the United States of America, in immediately available funds to such account, or such other account as the Payee may designate from time to time in writing, the principal amount of Five Million Dollars ($5,000,000). This Note is delivered pursuant to Section 2.7(b) of that certain Asset Purchase Agreement, dated as of December 5, 2022 (the “Purchase Agreement”), by and between the Maker and the Seller. 1. Interest. No interest shall accrue on the unpaid principal balance of this Note. 2. Payment. The Maker shall pay, subject to the subordination provisions of this Note, the principal balance of this Note in sixteen (16) equal installments of $312,500 on the last day of each quarter commencing on December 31, 2023, and ending on September 30, 2027 (the “Maturity Date”). The Maker shall have the right, subject to the subordination provisions of this Note, at any time and from time to time to prepay, in whole or in part, without premium or penalty, the unpaid principal balance of this Note. Any prepayments shall be applied to the unpaid principal balance of this Note, and shall be applied to the then remaining installments in the direct order of maturity. Any payment hereunder received by the Payee after 4:00 p.m. (Cleveland, Ohio time) on any day, will be deemed to have been received on the next succeeding Business Day. Notwithstanding anything contained herein to the contrary, in the event that any payment is due on a date this is not a Business Day, then the payment shall be due on the first Business Day following such date. For purposes of this Note, the term “Business Day” means any day other than a Saturday, Sunday, legal holiday or day on which banks in San Francisco, California or Cleveland, Ohio are authorized or permitted to be closed. 3. Event of Default. The Maker shall be in default under this Note upon the occurrence of any of the following events of default (each, an “Event of Default”): 2 (a) the failure to pay any amount of the principal due on this Note when due and payable; (b) the dissolution, voluntary or involuntary bankruptcy, termination of existence, insolvency or appointment of a receiver of any material part of the property of the Maker or any of the material obligations of the Maker, and in the case of an involuntary proceeding filed against the Maker, such proceeding is not discharged or dismissed within 90 days; or (c) the occurrence of any of the following events: (i) a direct or indirect acquisition of the Maker by another entity or person by means of any transaction or series of related transactions (including any reorganization, merger, consolidation or stock, membership interest or other equity acquisition), or (ii) a sale of all or substantially all of the assets of the Maker, so long as in either case the Maker’s direct or indirect stockholders, members or other equity holders of record immediately prior to such event will, immediately after such event, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity; provided that no Event of Default under Section 3(a) of this Note shall occur if at the time such payment was prohibited by the subordination provisions of this Note. 4. Default Rate. Upon the occurrence of an Event of Default, subject to the subordination provisions of this Note, the then entire outstanding principal balance of this Note, shall upon written notice by the Payee to the Maker accrue interest until such default is cured or waived, payable on demand, at a rate per annum equal to the lesser of (a) five percent (5%) per annum or (b) the maximum interest rate permitted under applicable law. 5. Acceleration. Upon the occurrence of any Event of Default defined in Section 3(a) or (c), and at any time thereafter as long as any such Event of Default shall be continuing, subject to the subordination provisions of this Note, the Payee may declare all liabilities and obligations of the Maker under this Note immediately due and payable and the same shall thereupon become immediately due and payable without any further action on the part of the Payee. Upon the occurrence of any Event of Default defined in Section 3(b), all liabilities and obligations of the Maker under this Note shall become due and payable without any action upon the part of the Payee. 6. Subordination. Notwithstanding anything to the contrary contained in this Note, the Maker and the Payee agree that all indebtedness evidenced by this Note, including principal and all other amounts payable hereunder will, to the extent hereinafter set forth, be subordinate and junior to all obligations of Maker to Pacific Western Bank (“Bank”) now existing or hereafter arising, including without limitation all obligations arising under that certain Loan and Security Agreement dated as of August 13, 2020 by and between Bank and Maker, together with all costs of collecting such obligations (including reasonable attorneys’ fees), all interest accruing after the commencement by or against Maker of any bankruptcy, reorganization or similar proceeding (such obligations together with other indebtedness and obligations in connection with any renewal, refunding, restructuring, refinancing, amendment, modification or extension of

3 any thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (a) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”), until the discharge of such Senior Indebtedness has occurred: (a) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Maker or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Maker, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before the Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which the Holder would otherwise be entitled shall be made to the holders of Senior Indebtedness; and (b) after the occurrence of and during the continuation of an Event of Default, if all or any part of the assets of the Maker, or the proceeds thereof, are subject to any distribution, division or application to the creditors of the Maker, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of the Maker is dissolved or if all or substantially all of the assets of the Maker are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of the Maker to the Payee shall be paid or delivered directly for application to any of the Senior Indebtedness, due or to become due. Except as otherwise set forth in clauses (a) and (b) of the immediately preceding paragraph, the Maker shall make payments to the Payee so long as no event of default shall have occurred and be continuing with respect to any Senior Indebtedness. If an event of default under the Senior Indebtedness has occurred and is continuing, Payee shall not demand, and Maker shall not make, any payments under this Note to Payee. (c) To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of the Maker or by any act or failure to act on the part of such holder or any trustee or agent for such holder. (d) Notwithstanding the foregoing, nothing contained in the subordination provisions set forth above is intended to or will impair, as between the Maker and the Payee, the obligations of the Maker, which are absolute and 4 unconditional, to pay to the Payee the principal balance of this Note and all other amounts payable hereunder as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of the Holder and other creditors of the Payee other than the holders of Senior Indebtedness. (e) Bank shall be considered a third party beneficiary of the terms and conditions set forth in this Section 6, and this Section 6 shall not be amended, modified, or waived without Bank’s prior written consent. 7. Successors and Assigns. This Note shall bind the Maker and its successors and assigns, and the benefits of this Note shall inure to the benefit of the Payee and his successors and assigns. This Note may not be assigned by the Payee or the Maker without the prior written consent of the other party. All references herein to the “Maker” and the “Payee” shall be deemed to apply to the Maker and the Payee, respectively, and to their respective permitted successors and assigns. 8. Interest Rate Limitation. Nothing contained in this Note or any transaction related to this Note, shall be construed or so operate as to require the Maker to pay interest at a greater rate than is now lawful or in such case to contract for, or to make any payment, or to do any act contrary to applicable law. Should any interest or other charges paid by the Maker, or parties liable for the payment of this Note, in connection with the indebtedness evidenced by this Note or any other document delivered in connection with this Note, result in the computation or earning of interest in excess of the maximum legal rate of interest that is legally permitted under applicable law, then any and all such excess shall be, and the same hereby is, waived by the Payee, and any and all such excess shall be automatically credited against and in reduction of the balance due under this Note, and the portion of said excess that exceeds the balance due under this Note shall be paid by the Payee to the Maker. 9. Cancellation. After all principal, premium and all other amounts at any time owed on this Note have been paid in full, this Note shall be surrendered to the Maker for cancellation. 10. Governing Law and Severability. The provisions of this Note shall be construed according to the internal substantive laws of the State of Delaware without regard to conflict of laws principles. If any provision of this Note is in conflict with any statute or rule of law of the State of Delaware or is otherwise unenforceable for any reason whatsoever, then such provision shall be ineffective to the extent of such invalidity and shall be deemed separable from and shall not invalidate any other provision of this Note. [Signature On Following Page] [Signature Page to Promissory Note] IN WITNESS WHEREOF, the Maker has caused this Note to be executed by its duly authorized officer, as of the date first written above. EKSO BIONICS HOLDINGS, INC. By: Name: Xxxxx Xxxxx Title: President & COO EXHIBIT E TRADEMARK ASSIGNMENT AGREEMENT This TRADEMARK ASSIGNMENT (this “Assignment”) is made and entered into as of December 5, 2022 between XXXXXX-XXXXXXXX CORPORATION, an Ohio corporation (the “Assignor”), and EKSO BIONICS HOLDINGS, INC., a Nevada corporation (the “Assignee”). The Assignor and the Assignee are each a “Party” and collectively, the “Parties.” Capitalized terms used herein without definition shall have the respective meanings given to such terms in the Purchase Agreement (as defined below). RECITALS WHEREAS, the Assignor and the Assignee are parties to that Asset Purchase Agreement, dated as of December 5, 2022 (the “Purchase Agreement”), pursuant to which, among other things, the Assignor has agreed to sell, assign, transfer, convey and deliver to the Assignee and the Assignee has agreed to purchase and acquire, from the Assignor, all of the right, title and interest of the Assignor in and to the Sold Assets; WHEREAS, the Assignor is the owner of the entire right, title and interest in, to and under those trademark registrations and trademark applications listed on Schedule A hereto existing now or in the future and including, but not limited to, all associated common law rights and the goodwill associated with the business and the use of or symbolized thereby (collectively, the “Trademarks”); and WHEREAS, this Assignment is being entered into to evidence and effect the sale of the Trademarks by the Assignor to the Assignee in accordance with the terms of the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and conditions of the Purchase Agreement, the Assignor does hereby agree with the Assignee as follows: 1. Assignment of Trademarks. The Assignor hereby irrevocably sells, assigns, transfers, conveys and delivers to the Assignee all of the Assignor’s right, title and interest in and to the Trademarks, including all the goodwill associated with the business and the use of or symbolized thereby as well as all rights of priority resulting from the use and filing of the Trademarks, and all other rights, including common law rights, relating to the Trademarks, to the extent such rights exist or may exist in the future, for the Assignee’s own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this assignment and sale had not been made, together with all income, royalties, damages or payments due or payable as of the date hereof or thereafter, including, without limitation, all claims recoverable in law or equity, that Assignor has or may have in profits and damages for past, present, and future infringements, unfair competition, passing off or other conflicts relating to the Trademarks, including the right but not obligation to compromise, sue for and collect such profits and

damages, with the right but not obligation to sue for and collect the same for the Assignee’s own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives. 2. Recordation. The Assignor authorizes and requests the United States Commissioner of Patents and Trademarks and any other similar Governmental Authority to record the Assignee as owner of the Trademarks as assignee of the entire right, title and interest in, to and under the same, for the sole use and enjoyment of the Assignee, its successors, assigns or other legal representatives. 3. No Waiver or Modification; Subject to Purchase Agreement. The scope, nature and extent of this Assignment are expressly set forth in the Purchase Agreement and this Assignment is made subject to and with the benefit of the respective representations and warranties, agreements, covenants, terms, conditions, limitations and other provisions of the Purchase Agreement. Nothing contained in this Assignment shall be construed as a waiver of or limitation upon any of the rights or remedies set forth in, or arising in connection with, the Purchase Agreement or any other Ancillary Agreement. This Assignment is not intended to limit in any manner the terms of the Purchase Agreement nor to create any broader obligations than those contemplated by the Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement shall be governing and controlling; provided, however, that nothing in this Section 3 will limit the assignments in Section 1. Any provision of this Assignment may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure to enforce any provision of this Assignment shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Assignment shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 4. Sections and Headings. The division of this Assignment into sections and subdivisions and the insertion of headings herein are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Assignment. 5. Governing Law. This Assignment shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. 6. Counterparts; Effectiveness. This Assignment may be executed in one or more counterparts, and counterparts may be exchanged by electronic submission, all of which shall be considered one and the same agreement and each of which shall be deemed an original. 7. Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties and their permitted successors or assigns, any rights or remedies under or by reason of this Assignment. [Signatures are on the following page] [Signature Page to Trademark Assignment] IN WITNESS WHEREOF, the Parties have duly executed this Assignment as of the date first above written. XXXXXX-XXXXXXXX CORPORATION By: _______________________________ Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer [Signature Page to Trademark Assignment] EKSO BIONICS HOLDINGS, INC. By:_______________________________ Name: Xxxxx Xxxxx Title: President & COO

12 be void and of no force or effect. No assignment of any obligations hereunder shall relieve the Parties of any such obligations. Section 7.4 Confidentiality. Section 6 of the Transition Services Agreement by Ekso Bionics holdings, Inc. and Xxxxxx-Xxxxxxxx Corporation dated as of the date hereof is hereby incorporated by reference. All information exchanged under this Agreement is MSP’s Confidential Information. Section 7.5 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns. Section 7.6 Affiliates. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Affiliate of such Party to the extent such Affiliate remains an Affiliate of the applicable Party. Section 7.7 Third-Party Beneficiaries. Except as provided in Article V, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Section 7.8 Exhibits. The Exhibits shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Section 7.9 Governing Law; Consent to Jurisdiction; Waivers. (a) This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. (b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware; provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then (and only then) any such action or proceeding may be brought in any state or federal court that is situated in the State of Delaware. Each Party hereto hereby (i) submits to the exclusive jurisdiction of the above-named courts for the purpose of any action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by the above-named courts. (c) IN CONNECTION WITH ANY DISPUTE BASED UPON, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, EACH PARTY 13 HERETO WAIVES (1) ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY AND (2) ANY CLAIM FOR PREJUDGMENT INTEREST FROM THE OTHER. Section 7.10 Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. Each Party acknowledges and agrees that the transactions addressed in this Agreement are being provided on a transitional basis in order to allow MSP to obtain its own Replacement Registrations. Accordingly, this Agreement is only intended to be on a transitional basis and the provisions of this Agreement shall be interpreted in that context. Section 7.11 Incorporation by Reference. Sections 7.1, 7.6, 7.9, and 7.11 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis. [signature page follows] [Transitional Manufacturing Services Agreement] IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. REGISTRATION HOLDER: XXXXXX-XXXXXXXX CORPORATION By: Name: Title: MANUFACTURING AND SERVICES PROVIDER: EKSO BIONICS HOLDINGS, INC. By: Name: Title: Exhibit A Covered Products and Covered Registration [Omitted.]

Exhibit B Quality Agreement [Omitted.] 2 Exhibit C European Distribution Agreements [Omitted.] EXHIBIT H 1 TRANSITIONAL USE AGREEMENT This Transitional Use Agreement (this “Agreement”) is made as of the 5th day of December, 2022 (the “Commencement Date”), by and between Xxxxxx-Xxxxxxxx Corporation, an Ohio corporation (hereinafter referred to as “Xxxxxx”), and EKSO Bionics Holdings, Inc., a Nevada corporation (hereinafter referred to as “EKSO”). WHEREAS, simultaneously herewith, Xxxxxx and EKSO are entering into that certain Asset Purchase Agreement, dated as of the date hereof (the “Asset Purchase Agreement”), by which EKSO shall purchase certain assets of Xxxxxx not including that certain real estate described herein; and WHEREAS, as a condition of the Asset Purchase Agreement, Xxxxxx shall provide to EKSO the use of portions of the Building (as defined below) for use in connection with the transition of the Business (as defined in the Asset Purchase Agreement) on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions herein contained and intending to be legally bound, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxxx and EKSO hereby agree as follows: SECTION 1. PREMISES 1.1 Grant of Premises and Building. Xxxxxx does hereby grant to EKSO the exclusive (subject to access by Xxxxxx and its employees, agents and contractors to provide services as required by this Agreement) right to use and occupy a portion of the property highlighted in red on the drawing attached hereto as Exhibit A and incorporated by reference herein (the “Premises”) in the building (the “Building”) located at 0000 Xxxxxxxx Xx. X., Xxxxxxxxx, Xxxx 00000 (the “Land”; together with the Premises and the Building, the “Property”) and all fixtures, improvements and necessary furnishings located in the Premises. 1.2 Grant of Common Areas. In addition, Xxxxxx grants EKSO the non-exclusive right to use, in common with Xxxxxx and its employees, agents, guests and contractors, all common areas that have historically been used in the operation of the Business, including, without limitation, the areas identified on Exhibit A attached hereto, the entrances, hallways, bathrooms, the kitchen and cafeteria area, the parking lots adjacent to the Building on a first-come, first-serve basis, the loading docks and receiving areas, and, upon one (1) business days’ notice, the use of conference rooms as identified on Exhibit A on an “as available” basis. Without limiting the foregoing, EKSO shall have the right to use not less than twenty- four (24) parking spaces in the Building parking areas. 1.3 Authorized Use. EKSO will use the Premises for the operation of the Business (as defined in the Asset Purchase Agreement) and for no other use or purpose without the consent of Xxxxxx, which consent shall not be unreasonably withheld or delayed. SECTION 2. TERM 2.1 Term. The term of this Agreement will begin on the Commencement Date and continue for a period of one (1) year plus the number of days from the Commencement Date until the end of the calendar month in which the Commencement Date falls (the “Term”); provided, however, that if at the end of the Term the Transitional Manufacturing and Services Agreement between Xxxxxx and EKSO (the “TMSA”) remains in effect, the Term shall be extended so that it will expire upon the expiration of the term of the TMSA. EKSO shall have the right to terminate this Agreement with thirty (30) days’ written notice for any reason before the expiration of the Term, as extended; provided, however, that, EKSO shall remain liable for all prorated amounts and obligations up to such early termination date. 2 SECTION 3. RENT 3.1 Gross Rent. EKSO hereby covenants and agrees to pay to Xxxxxx, in advance, each month beginning on the first day of the first calendar month of the Term, Gross Rent in the amount of $2,932.40 per month (the “Gross Rent”), which represents the agreed aggregate costs and expenses related to the Premises to be reimbursed by XXXX. In the event the Commencement Date falls on a day other than the first day of the month, the first payment of Gross Rent will be made on the Commencement Date in a prorated amount for the applicable portion of the calendar month in which the Commencement Date occurs. 3.2 Payment. Gross Rent payments will be due and payable on the first day of each calendar month, without demand and will be made to Xxxxxx at the address set forth in Section 10, or such other address provided to EKSO in writing by Xxxxxx. 3.3 Additional Rent. EKSO undertakes to pay to Xxxxxx all sums of money, other than Gross Rent, as will be become due and payable under this Agreement; such sums of money will be hereinafter referred to as the “Additional Rent”. The Gross Rent and the Additional Rent will be herein collectively referred to as the “Rent”. Notwithstanding the foregoing, it is understood that, except as may be otherwise specifically provided for herein, this is a “gross” arrangement and Xxxxxx is generally obligated for all costs relating to the operation of the Property (including the payment of all real estate taxes and assessments) without reimbursement by EKSO other than for the Gross Rent and the Additional Rent. Notwithstanding anything to the contrary herein, EKSO shall in no event have any obligation to perform or to pay directly, or to reimburse Xxxxxx for, all or any portion of any premiums, fees, charges, costs and expenses for taxes, insurance premiums, operating expenses, common area charges, utilities or any other expenses for the operation, management, maintenance and repair of the Premises or the Building, except for any maintenance or repair necessitated by the gross negligence or willful misconduct of EKSO or its employees, agents, guests or contractors. SECTION 4. UTILITIES/SERVICES 4.1 Services to be Provided. Except as otherwise specifically provided in this Agreement, Xxxxxx will furnish to EKSO, at Xxxxxx’x sole cost and expense, all services previously provided, and in substantially the manner previously provided, to the Premises and common areas prior to the Commencement Date, including, without limitation, the following utilities and other building services for EKSO’s use and occupancy of the Premises in connection with the operation of EKSO’s business therein: (i) heating, ventilation and air-conditioning; (ii) electrical current; (iii) water and sewer; (iv) cleaning and maintenance of the common areas, parking areas and driveways and all maintenance of the exterior and structure of the Building, including the roof; (v) security services (including provision of required keys and badges); (vi) the removal of trash and rubbish from dumpsters outside the Premises; (vi) compressed air; (vii) repair and maintenance to the extent specified elsewhere in this Agreement; (viii) pest control; (ix) fire extinguisher and first aid kit monitoring and maintenance; (x) telecommunications/ ISP/ cable services; and (xi) janitorial services within the Premises. 4.2 Interruption of Services. EKSO understands, acknowledges and agrees that any one or more of the utilities or other Building services identified in Section 4.1 or otherwise hereunder may be interrupted by reason of accident or emergency caused by a third party or by other causes beyond Xxxxxx’x control until certain repairs, alterations or improvements can be made. Xxxxxx will not be liable in damages or otherwise for any such failure or interruption of any utility service when such failure is beyond Xxxxxx’x control and no such failure or interruption will entitle EKSO to terminate this Agreement or withhold sums due hereunder. If EKSO is unable to use the Premises as intended as a consequence of interruption of utilities or other services, interference with access, legal restrictions, natural disaster, civil unrest, epidemic or other infectious disease (including due to governmental restriction or widely followed voluntary practice)

3 , the presence of hazardous substances not brought onto the Premises by EKSO or similar occurrences outside of EKSO’s control, and such inability continues for more than two (2) days, EKSO may xxxxx all Rent hereunder until such interference is eliminated. SECTION 5. INSURANCE AND INDEMNITY 5.1 Liability Insurance. At its sole cost and expense, EKSO will, commencing on the first day of the Term and continuing throughout the entire Term, maintain a comprehensive commercial public liability insurance policy with policy limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate against any liability arising out of the use, occupancy, repair, maintenance or alteration of the Premises. Xxxxxx will be named as an additional insured on all such insurance. EKSO shall provide to Xxxxxx, at Xxxxxx’x written request, a certificate of insurance evidencing such coverage and such insurance may not be cancelled without first providing Xxxxxx thirty (30) days’ advance written notice. 5.2 Subrogation. Notwithstanding anything to the contrary herein, Xxxxxx and EKSO hereby mutually waive their respective rights of recovery against each other, or against the officers, employees, agents, representatives, customers and business invitees of such other party, for any loss insurable by fire, extended coverage and other “all risk” or “special form” property insurance policies. Each party will obtain any special endorsements, if required by the insurer, to evidence compliance with the aforementioned waiver. All of Xxxxxx’x and EKSO’s repair and indemnity obligations under this Agreement shall be subject to the wavier contained in this paragraph. 5.3 Indemnity of Xxxxxx by XXXX. Subject to the waiver of subrogation in Section 5.2, EKSO will indemnify, defend and save Xxxxxx, its affiliates, partners, members, directors, officers, employees and agents harmless from and against all losses, claims, costs, liabilities, fines and penalties of any nature (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising or occurring, from (i) EKSO’s failure to comply with the terms and conditions set forth in this Agreement, or (ii) EKSO’s use of the Property. Notwithstanding the foregoing, Xxxxxx shall not be released or indemnified from any all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Xxxxxx or its agents, contractors, licensees or invitees or a breach of Xxxxxx’x obligations or representations under this Agreement. 5.4 Indemnity of EKSO by Xxxxxx. Subject to the waiver of subrogation in Section 5.2, Xxxxxx will indemnify, defend and save EKSO, its affiliates partners, members, directors, officers, employees and agents harmless from and against all Claims arising or occurring, from and after the Commencement Date, out of (i) Xxxxxx’x failure to comply with the terms and conditions set forth in this Agreement, (ii) any personal injury or death, damage to or destruction of the Property caused by the negligence or willful acts or omissions of Xxxxxx or its representatives, or (iii) any other Claim made by any affiliate, partner, member, director, manager, officer, employee, visitor, invitee, licensee, lessee or lender of Xxxxxx against EKSO arising out of Xxxxxx’x use or ownership of the Property. 5.5 Environmental Matters Excepted. Notwithstanding the foregoing, the indemnities provided in this Section will not apply to any matters arising out of or in connection with Environmental Laws, hazardous materials or the environmental conditions of the Property, which matters will be solely governed by the provisions of Section 12 of this Agreement. SECTION 6. WASTE AND COMPLIANCE WITH LAWS 6.1 Waste. EKSO covenants that it will use and occupy the Premises in a careful, safe, lawful and proper manner and will not commit waste therein. 4 6.2 Compliance with Laws. EKSO will (i) use the Premises and conduct its business thereon in a safe, careful, reputable and lawful manner and (ii) comply with the covenants and laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or that may hereafter be in force, including without limitation those that will impose upon Xxxxxx or EKSO any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Premises, excepting any mechanical or structural improvements to the Building or common areas. Both parties will not do or permit anything to be done in or about the Premises or the Common Areas that will in any way obstruct or interfere with the rights of the other party, other tenants, or occupants of the Building or injure them. Notwithstanding anything to the contrary herein, EKSO shall not be required to comply with or cause the Premises to comply with any laws, rules, regulations or insurance requirements requiring the construction of alterations unless such compliance is necessitated solely due to EKSO’s particular use of the Premises (other than for the Business). SECTION 7. IMPROVEMENTS AND REPAIR 7.1 Repair and Maintenance of Building. Xxxxxx will make all necessary repairs to the Premises, the exterior walls, exterior doors, windows, corridors and other common areas, and Xxxxxx will keep the Building in a safe, clean and neat condition and use reasonable efforts to keep all equipment used in common with other tenants in good condition and repair, provided, however, that to the extent any of the foregoing items require repair because of the negligence, misuse or default of EKSO, its employees or agents, Xxxxxx will make such repairs solely at EKSO’s expense. Notwithstanding anything to the contrary herein, Xxxxxx shall, in a commercially reasonable manner, perform and construct, and EKSO shall have no responsibility to perform or construct, any repair, maintenance or improvements (a) necessitated by the acts or omissions of Xxxxxx or any other occupant of the Building, or their respective agents, employees or contractors, (b) for which Xxxxxx has a right of reimbursement from others, (c) to the structural portions of the Premises or the Building, (d) which could be treated as a “capital expenditure” under generally accepted accounting principles, and (e) to the heating, ventilating, air conditioning, electrical, water, sewer, plumbing and other building systems serving the Premises and/or the Building. 7.2 Alterations. EKSO will not make alterations in or to the Premises unless and until the plans have been approved by Xxxxxx in writing, which approval will not be unreasonably withheld or delayed, and upon such approval such alterations shall become a part of the Premises and remain at the expiration of the Agreement unless EKSO, at its option, removes the same and restores the Premises at EKSO’s cost prior to such expiration. EKSO will ensure that all alterations will be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. If any lien is filed against the Premises for work claimed to have been done for or material claimed to have been furnished to EKSO, EKSO will cause such lien to be discharged of record within thirty (30) days after filing. XXXX will indemnify Xxxxxx from all costs, losses, expenses and attorneys’ fees in connection with any such lien. EKSO’s trade fixtures, furniture, equipment and other personal property installed in the Premises (“EKSO’s Property”) shall at all times be and remain EKSO’s property. At any time EKSO may remove EKSO’s Property from the Premises, provided that EKSO repairs all damage caused by such removal. Xxxxxx shall have no lien or other interest in any item of EKSO’s Property. SECTION 8. DAMAGE OR DESTRUCTION If the Premises, or so much of the Building as to cause the Premises to be uninhabitable, are damaged by any casualty, and the damage (exclusive of any property or improvements installed by EKSO in the Premises) can be repaired within ninety (90) days, Xxxxxx will repair such damage as soon as practicable and this Agreement will continue in full force and effect and Rent will be abated as set forth below. If the Premises, or so much of the Building as to cause the Premises to be uninhabitable, are 5 damaged by any casualty, and the damage (exclusive of any property of EKSO or improvements installed by EKSO in the Premises) cannot be repaired within ninety (90) days, Xxxxxx may, at Xxxxxx’x option, either (i) repair such damage as soon as practicable at Xxxxxx’x expense, in which event this Agreement will continue in full force and effect but Rent will be abated as set forth below, or (ii) give written notice to EKSO within thirty (30) days after the date of the occurrence of such damage of Xxxxxx’x intention to terminate this Agreement, in which event this Agreement will terminate as of the date of the occurrence of such damage and EKSO will surrender the Premises in its as-is condition, but with EKSO’s Property removed, within thirty (30) days after receipt of such notice. If the Premises are damaged by any peril and Xxxxxx does not terminate this Agreement, then EKSO shall have the option to terminate this Agreement if the Premises cannot be, or are not in fact, fully restored by Xxxxxx to their prior condition within ninety (90) days after the damage. Whenever Rent is to be abated under this Agreement, all Rent shall be equitably abated based upon the extent to which XXXX’s use of the Premises is diminished. SECTION 9. ASSIGNMENT EKSO shall not assign this Agreement or sublet all or any portion of the Premises without the Xxxxxx’x advance prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, EKSO may, without Xxxxxx’x prior written consent and without constituting an assignment or sublease hereunder, sublease all of the Premises or assign this Agreement to (a) an entity controlling, controlled by or under common control with EKSO, (b) an entity related to EKSO by merger, consolidation or reorganization, or (c) a purchaser of a substantial portion of EKSO’s assets. A sale, transfer, issuance, cancellation or change of ownership of EKSO’s stock or other equity interests shall not be deemed an assignment, subletting or any other transfer of this Agreement or the Premises. SECTION 10. NOTICES 10.1 Notice Addresses. Any notice to be served under the Agreement or in connection with any proceeding or action arising out of this Agreement or the tenancy created thereby may be sufficiently served by delivering the same by nationally recognized overnight express courier or in hand: (a) if to EKSO, upon the Premises with copies to the addresses set forth below: Ekso Bionics Holdings, Inc. 000 Xxxxxxx Xxxxx, Xxxxx X Xxx Xxxxxx, XX 00000, XXX. Attn: Xxxxxx Xxxx Email: XXxxx@xxxxxxxxxxx.xxx with a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Xxx Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Email: xxxxxxx@xxxx.xxx (b) if to Xxxxxx, at the address set forth below: Xxxxxx-Xxxxxxxx Corporation 0000 Xxxxxxxx Xxxxxxxxx 0 Xxxxxxxxx, XX 00000-0000 Attn: Xxxx X. Xxxxxx, Associate General Counsel Email: xxxx.xxxxxx@xxxxxx.xxx with a copy to: Xxxxx Day North Point 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Attn: Xxxxxxx X. Xxxxx Email: xxxxxxx@xxxxxxxx.xxx SECTION 11. DEFAULT 11.1 EKSO’s Default. In the event: (a) EKSO defaults in its obligation to pay the Rent or any other amount payable hereunder and such default continues for a period of five (5) days after written notice has been given of such default by Xxxxxx to EKSO; (b) EKSO fails to perform any other provision of this Agreement to be performed or observed by EKSO (other than the obligations set forth in Section 11.1(a) above) and any such failure will continue uncorrected for a period of thirty (30) days after written notice to EKSO thereof, unless such failure cannot reasonably be corrected within such thirty (30) day period, then if EKSO will not within such period have commenced and continued in good faith to correct such failure; (c) EKSO files for voluntary bankruptcy or is adjudicated bankrupt in involuntary proceedings and such proceeding is not vacated within sixty (60) days; (d) a receiver or trustee is appointed over EKSO’s property; or (e) any execution, attachment or other order of court will be issued upon or against the interest of EKSO in this Agreement and will continue for a period of thirty (30) days after notice; then: Xxxxxx, at any time thereafter, and prior to the curing of default, at its election and without further notice, may terminate this Agreement, re-enter into possession of the Premises with process of law, and expel, remove or put out EKSO or any other person or persons occupying the Premises, using such forces as may be necessary to do so and to repossess the Premises, and sue for and recover all Rent earned up to the date of such entry; or the Xxxxxx may, without terminating this Agreement, terminate the EKSO’s right of possession, re-enter and resume possession of the Premises, as aforesaid, and relet the same for the remainder of the Term at the best rent Xxxxxx can obtain, for the account of EKSO, who will make good any deficiency to Xxxxxx upon demand from Xxxxxx; or the Xxxxxx may sue and recover all rents accrued or accruing under this Agreement without declaring this Agreement terminated or entering into possession of the Premises to terminate EKSO’s possession. All of the foregoing rights of Xxxxxx will be without prejudice to any remedies of Xxxxxx under law to recover any other damage suffered by Xxxxxx by reason of any default of EKSO in performance of its duties and obligations under the terms and conditions of this Agreement. Regardless of the remedies Xxxxxx pursues after a default by EKSO hereunder, Xxxxxx will be required to use reasonable commercial efforts to relet the Premises at the best rent Xxxxxx can obtain for the account of EKSO and to otherwise mitigate any damages resulting from any

7 default by EKSO, and EKSO shall not in any event be liable for any damages reasonably mitigable by Xxxxxx. Xxxxxx waives any right of distraint, distress for rent or landlord’s lien that may arise at law. SECTION 12. ENVIRONMENTAL MATTERS 12.1 EKSO Indemnification. EKSO will comply with all Environmental Laws (as hereinafter defined) in connection with its occupancy and use of the Premises and/or the Property. EKSO agrees to indemnify Xxxxxx with respect to any out-of-pocket cost or damages suffered by Xxxxxx with respect to the presence, release, spill, discharge or emission of Hazardous Materials by EKSO or its agents, employees or invitees in, on, at or under the Premises or the Property (or the soil, air, improvements, groundwater or surface water thereof) or with respect to any violation of any Environmental Laws (as defined in the Asset Purchase Agreement) by EKSO or its agents, employees or invitees. “Hazardous Material” shall mean any material which is now or hereafter regulated by any Environmental Law because it could pose a hazard to the environment, natural resources or human health. 12.2 Xxxxxx Indemnification. Under no circumstance shall EKSO be liable to Xxxxxx for, and Xxxxxx shall indemnify EKSO with respect to any out-of-pocket cost or damages suffered by EKSO with respect to the presence, release, spill, discharge or emission of Hazardous Materials on or about the Property, or the soil, air, improvements, groundwater or surface water thereof, except to the extent due to the presence, release, spill, discharge, exacerbation, disturbance or emission of Hazardous Materials by EKSO or its agents, invitees or employees. SECTION 13. EMINENT DOMAIN If all or any substantial part of the Building or common areas will be acquired by the exercise of eminent domain, Xxxxxx may terminate this Agreement by giving sixty (60) days’ written notice to EKSO within fifteen (15) days after possession thereof is so taken. If all or any part of the Premises will be acquired by the exercise of eminent domain so that the Premises will become unusable by EKSO for the permitted use, EKSO may terminate this Agreement by giving written notice to Xxxxxx as of the date possession thereof is so taken. All damages awarded will belong to Xxxxxx; provided, however, that EKSO may claim dislocation damages if such amount is not subtracted from Xxxxxx’x award. SECTION 14. ACCESS; ENTRY AND INSPECTION 14.1 Access. EKSO will have access to the Premises twenty-four (24) hours per day, three hundred sixty-five (365) days per year. 14.2 Entry and Inspection. EKSO will permit Xxxxxx or Xxxxxx’x agents to enter upon the Premises during regular business hours and upon reasonable notice (except in the case of an emergency, in which case no notice shall be required), for the purpose of inspecting the Premises. Xxxxxx and Xxxxxx’x agents, except in the case of emergency, shall, except in connection with ordinary maintenance and janitorial services as required to be performed by Xxxxxx xxxxxxxxx, provide EKSO with one (1) business day notice prior to entry of the Premises. Any entry by Xxxxxx and Xxxxxx’x agents shall not impair EKSO’s operations more than reasonably necessary, and shall comply with EKSO’s reasonable security measures provided that it is understood that EKSO shall not install locks preventing access to the Premises without providing Xxxxxx with keys, codes or keycards for such access. 8 SECTION 15. MISCELLANEOUS 15.1 No Waiver. No waiver of any condition or covenant of this Agreement or of the breach of any such covenant or condition will be deemed to constitute a waiver of any subsequent breach of such covenant or condition or to justify the non-observance on any other occasion of the same or of any other covenant or condition hereof, nor will the acceptance of any Rent by Xxxxxx at any time when EKSO is in default under any other covenant or condition hereof be construed as a waiver of such or any other or continuing default or of Xxxxxx’x rights in the event of such other default. 15.2 Entire Agreement. This Agreement and the exhibits attached hereto set forth all of the covenants, promises, agreements, conditions, and understandings of the parties hereto with respect to the Premises. No alteration, modification, amendment, change or addition to this Agreement will be effective unless the same will be reduced to writing and signed by both parties hereto. 15.3 Governing Law. This Agreement and the performance of all covenants, conditions and terms hereof will be governed by and interpreted in accordance with the laws of the state wherein the Premises are located applicable to Agreements to be performed within such state, excluding any law regarding the conflict of laws that may result in the application of any laws other than the laws of the state wherein the Premises are located. 15.4 Time is of Essence. Time is of the essence in the performance of all terms and conditions of this Agreement in which time is an element. 15.5 Force Majeure. Xxxxxx and EKSO will have no responsibility or liability whatsoever for, and will be excused from, the observance or performance of any covenant or obligation of such party hereunder to the extent that any such observance or performance is rendered impossible, impracticable or economically infeasible, in whole or in part, by any act of God (including but not limited to lightning, storm, flood, tornado or earthquake), fire, explosion, shortages of labor, fuel or materials, acts of the public enemy, war (declared or undeclared), riot or insurrection, the discontinuation, suspension or interruption of or interference with any utility or service supplied to EKSO or the Premises or any portion thereof, any strike, lockout or other labor dispute, so long as the party experiencing an event of force majeure described in this sentence delivers written notice of such event to the other party within forty-five (45) days of the occurrence of such event. In no event will any delay or hindrance in, or any prevention of, the observance or performance of any covenant or obligation of Xxxxxx or EKSO under this Agreement due to a properly noticed force majeure event constitute a default by such party, or entitle the other party to take any remedial or enforcement action, under this Agreement. 15.6 Terminology; Captions. Where the context so requires or such interpretation is appropriate, any word used herein denoting gender will include all genders, natural or artificial, and the singular and plural will be interchangeable. The term “Section” will refer to all paragraphs under the caption in question, where appropriate. The captions of the various provisions of this Agreement are for convenience only and in no way define, limit or describe the scope or intent of this Agreement or the provisions that they precede or in any other manner affect this Agreement. 15.7 Successors and Assigns. This Agreement and the covenants and conditions herein contained will inure to the benefit of and be binding upon Xxxxxx, Xxxxxx’x heirs, legal representatives, successors and assigns, and will be binding upon and inure to the benefit of EKSO, XXXX’s successors and assigns. 15.8 Severability. In case any one or more of the provisions contained herein will for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability 9 will not affect any other provision of this Agreement, but this Agreement will be construed as if such invalid, illegal or unenforceable provisions had not been contained herein. 15.9 Limitation of Damages. IN NO EVENT WILL EITHER XXXXXX OR EKSO BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER. 15.10 Waiver of Trial by Jury. Xxxxxx and XXXX waive trial by jury in the event of any action, proceeding or counterclaim brought by either Xxxxxx or EKSO against the other in connection with this Agreement. 15.11 Counterparts. This Agreement may be executed in two or more counterparts, including counterparts by facsimile, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 15.12 Survival. All provisions of this Agreement that by their express terms survive termination of this Agreement or which by the operation of their terms are intended to be performed, in whole or in part, after termination of this Agreement, will survive any termination of this Agreement. [Signatures on Following Page] Signature Page to Transitional Use Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, on the day and year first above written. XXXXXX-XXXXXXXX CORPORATION By: ______________________________________ Name: Xxxxxx Xxxxxxxx Its: Chief Executive Officer

Signature Page to Transitional Use Agreement EKSO BIONICS HOLDINGS, INC. By: ______________________________________ Name: Xxxxx Xxxxx Its: President & COO EXHIBIT A Depiction of the Premises [Omitted.]

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