What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-31 · 1262 added, 1398 removed, 212 unchanged (93% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file

or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate

time periods, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as

appropriate, to allow timely discussions regarding required disclosure.

We, under the supervisions of and with the participation of our

management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls

and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation

of our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control

Over Financial Reporting

In connection with the audit

of our consolidated financial statements for the year ended December 31, 2022 and 2021, we and our independent registered public accounting

firm identified a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

For the year ended December 31,

2021, the material weakness comprised of several deficiencies noted below related to the operating effectiveness of our review controls

in that we did not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions

appropriately.

Material errors were also identified in our analysis and review of our VIP contracts for applicable factors to meet the

definition of a contract under ASC 606 Contracts with Customers , step 1, and our evaluation of our note receivable with respect

to our former Orem dental clinic for impairment in accordance with ASC 310 Receivables.

Furthermore, in 2022 we did not

put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately

related to revenue recognition.

Material errors were identified in our ability to determine that its existing revenue recognition policy

was consistent with the guidance in ASC 606.

After analyzing contracts using the five-step process in ASC 606, we have determined that

for both VIP enrollment contracts and Orofacial Myofunctional Therapy (MyoCorrect), modifications to our revenue recognition policies

were required in order to identify the performance obligations and recognize the revenue as the performance obligations are satisfied

or over the customer life as applicable.

Additionally, for 2022, we did

not put the appropriate resources in place to be able to identify technical accounting issues and perform review functions appropriately.

Consequently, we did not effectively design, implement, and operate process-level control activities related to order-to-cash (including

revenue, trade receivables, allowance for doubtful accounts, deferred revenue, and bad debt expense), procure-to-pay (including prepaid

expenses), hire-to-pay (including compensation expense), and leases.

These control deficiencies resulted in immaterial misstatements,

some of which were corrected, in the consolidated financial statements as of and for the year ended December 31, 2022.

These control deficiencies during

2022, when aggregated, created a reasonable possibility that a material misstatement to the consolidated financial statements will not

be prevented or detected on a timely basis.

Nonetheless, we concluded that the material weakness in 2022 did not require a restatement

of or change in our consolidated financial statements for any prior interim period.

We also developed a remediation plan for this material

weakness which we began to implement in 2023 as described below.

For the year ended December 31,

2023, and as described further below, we implemented a remediation plan to address the material weakness derived from the deficiencies

and errors noted above.

We believe that at December 31, 2024, we completed the full remediation of all

of our internal control deficiencies and associated material weakness by undertaking the plan noted below, we believe the additional

review and testing during 2024 can affirmatively declare that the material weakness has been

fully remediated.

Remediated Material Weakness

We are committed to

maintaining a strong internal control environment and implementing measures designed to help ensure that significant deficiencies

contributing to the material weakness are remediated as soon as possible.

We believe we completed the remediation through our

remediation plan for the previously reported material weakness in internal control over financial reporting.

Our remediation plan,

which we implemented in 2023, included:

(i) increasing dedicated personnel and the use of third-party consultants with technical

account expertise, (ii) improving our internal reporting processes, (iii) designing and implementing new controls, and (iv)

enhancing our supporting technology.

In particular, we significantly improved our revenue recognition procedures,

our technical accounting capabilities, including with respect to accounting for our outstanding warrants, and process-level control

In 2023 we implemented a

remediation plan to address the material weakness derived from the deficiencies and errors noted above.

As of December 31, 2023, we

had taken great strides to complete the full remediation of all of our internal control deficiencies and associated material

weakness by undertaking the plan noted above.

In 2024, we performed the additional review and testing required and we can

affirmatively declare that the material weakness has been fully remediated as of December 31, 2024.

We consider the material

weakness remediated after the applicable controls operated for a sufficient period of time, and management concluded, through

testing, that the controls are operating effectively as of December 31, 2024.

Auditor’s Attestation of Internal Control

over Financial Reporting

This Annual Report on Form 10-K

does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial

reporting due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

Except for the remediation efforts described above, we

made no other changes in internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,

during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

of Disclosure Controls and Procedures

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to

be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized

and reported within the appropriate time periods, and that such information is accumulated and communicated to our Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

We, under the supervisions of

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness

of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that the design and operation of our disclosure controls and procedures were effective as of December 31, 2025.

Report on Internal Control Over Financial Reporting

Our management is responsible

for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange

Act Rules 13(a)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the U.S.

Our internal control over

financial reporting includes those policies and procedures that:

● pertain to the maintenance of

records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

● provide reasonable assurance our

transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally

accepted in the U.S.;

● provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial

Due to its inherent limitations,

a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements.

Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified.

Our management conducted an

evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management

concluded our system of internal control over financial reporting was effective as of December 31, 2025.

Attestation of Internal Control over Financial Reporting

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our

internal control over financial reporting as long as we are a smaller reporting company pursuant to the provisions of Rule 12b-2 of the Exchange Act.

in Internal Control over Financial Reporting

We made no changes in internal control over financial reporting, as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act, during the year ended December 31, 2025 that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate

Directors and Executive Officers

The following table and text

set forth the names and ages of our directors and executive officers as of December 31, 2024.

The Board is comprised of only one class

of directors.

Also provided herein are brief descriptions of the business experience of each director and executive officer during the

past five years (based on information supplied by them) and an indication of directorships held by each director in other public companies

subject to the reporting requirements under the Federal securities laws.

During the past ten years, none of our directors or executive

officers has been involved in any legal proceedings that are material to an evaluation of the ability or integrity of such person:

Position and Offices With the Company

Kirk Huntsman

Co-founder, Chairman of the Board, and Chief Executive

Bradford Amman

Chief Financial Officer

Matthew Thompson

The biographical information

concerning the directors and executive officers listed above is set forth below.

Executive Officers

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

following table and text set forth the names and ages of our directors and executive officers as of the date of the Report.

is comprised of only one class of directors.

Also provided herein are brief descriptions of the business experience of each director

and executive officer during the past five years (based on information supplied by them) and an indication of directorships held by each

director in other public companies subject to the reporting requirements under the Federal securities laws.

During the past ten years,

none of our directors or executive officers has been involved in any legal proceedings that are material to an evaluation of the ability

or integrity of such person:

and Offices With the Company

Kirk Huntsman

is a co-founder of our company and has served as our Chief Executive Officer and a director since September 2016.

In June 2020, he was

elected Chairman of the Board by our board of directors.

In 1995, he founded Dental One (now Dental One Partners), which, as President

and Chief Executive Officer he grew to become one of the leading DSOs (dental service organizations) in the country, with over 165 practices

in 15 states.

After a successful sale of Dental One to MSD Capital in 2008 and subsequent merger in 2009 with Dental Care Partners, Mr.

Huntsman was appointed in 2010 as Chief Executive Officer of ReachOut Healthcare America, a Morgan Stanley Private Equity portfolio company.

In 2012, he founded Xenith Practices, LLC, a DSO focused on rolling up larger independent general dental offices, which were sold in

Chairman of the Board, and Chief Executive Officer

Financial Officer

biographical information concerning the directors and executive officers listed above is set forth below.

Kirk Huntsman is a co-founder of our company and has served as our Chief Executive Officer and a director since September 2016.

In June 2020, he was elected Chairman of the Board by our board of directors.

In 1995, he founded Dental One (now Dental One Partners),

which, as President and Chief Executive Officer he grew to become one of the leading DSOs (dental service organizations) in the country,

with over 165 practices in 15 states.

After a successful sale of Dental One to MSD Capital in 2008 and subsequent merger in 2009 with

Dental Care Partners, Mr.

Huntsman was appointed in 2010 as Chief Executive Officer of ReachOut Healthcare America, a Morgan Stanley

Private Equity portfolio company.

In 2012, he founded Xenith Practices, LLC, a DSO focused on rolling up larger independent general dental

offices, which were sold in 2015.

From January 2014 to September 2015, Mr.

Huntsman founded and served as the Chief Executive Officer of Ortho Ventures, LLC, a U.S.

Huntsman founded and served as the Chief Executive Officer

of Ortho Ventures, LLC, a U.S.

distributor of certain pediatric oral appliances with applications for pediatric sleep disordered breathing.

Since November 2015, he

has served as the Chief Executive Officer of First Vivos, Inc., which is now our wholly owned subsidiary.

He was also a founding member

of the Dental Group Practice Association (DGPA), now known as the Association of Dental Support Organizations (ADSO).

He is the father

of Todd Huntsman, Sr.

Since November 2015, he has served as the Chief Executive Officer of First Vivos, Inc., which is now our wholly owned subsidiary.

was also a founding member of the Dental Group Practice Association (DGPA), now known as the Association of Dental Support Organizations

He is the father of Todd Huntsman, Sr.

Vice President, Product and Technology.

He holds a BS degree in finance from Brigham Young University.

Bradford Amman

has served as our Chief Financial Officer since October 2018.

He holds a BS degree in finance from Brigham Young

Amman has served as our Chief Financial Officer since October 2018.

From January 2017 to October 2018, Mr.

Amman served as the Chief Financial

Officer and Chief Operations Officer of InLight Medical, a manufacturer and distributor of medical devices cleared by the FDA for increased

circulation and reduced pain.

Prior to InLight, from 2010 to 2017, he served as CereScan Corp.’s Chief Financial Officer.

specializes in state-of-the-art functional brain imaging, utilizing a patented process, the latest generation functional imaging SPECT

and PET cameras and the industry’s leading brain imaging software to assist in the diagnosis of a magnitude of brain-related conditions

and disorders.

Amman served as Chief Financial Officer of LifeVantage Corporation from 2006 to 2010, including during its initial

public offering.

Amman holds a Master of Business Administration from the University of Notre Dame and a BS in Accounting from the

University of Denver.

Green, DDS, MBA

joined our board of directors in June 2020.

Amman served as the

Chief Financial Officer and Chief Operations Officer of InLight Medical, a manufacturer and distributor of medical devices cleared by

the FDA for increased circulation and reduced pain.

Prior to InLight, from 2010 to 2017, he served as CereScan Corp.’s Chief Financial

CereScan specializes in state-of-the-art functional brain imaging, utilizing a patented process, the latest generation functional

imaging SPECT and PET cameras and the industry’s leading brain imaging software to assist in the diagnosis of a magnitude of brain-related

conditions and disorders.

Amman served as Chief Financial Officer of LifeVantage Corporation from 2006 to 2010, including during

its initial public offering.

Amman holds a Master of Business Administration from the University of Notre Dame and a BS in Accounting

from the University of Denver.

Green, DDS, MBA joined our board of directors in June 2020.

He has devoted more than 35 years to senior level executive positions.

Since 2003, Dr.

Green has served as President and CEO of his proprietary dental practice.

From 2003 to 2017 he served as Vice President of Clinical

Affairs for ReachOut Healthcare America, a Morgan Stanley Private Equity company focused on Arizona’s underserved children’s

From 2003 to 2017 he served as Vice President

of Clinical Affairs for ReachOut Healthcare America, a Morgan Stanley Private Equity company focused on Arizona’s underserved children’s

From1997 through 2002, Dr.

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from Graceland University.

Anja Krammer joined

our board of directors in June 2020.

In early 2020, Ms.

Krammer was appointed as the Chief Executive Officer of Turn Biotechnologies,

a development stage company focused on reversing aging and age-related diseases.

From 2013 through 2018, she co-founded, served as President,

Secretary and a director of BioPharmX, a specialty pharmaceutical company where she led the initial public offering onto the New York

Stock Exchange in 2015.

Krammer served as Principal/Founder of MBI, Inc., a management consulting firm beginning in January 1998.

Krammer joined our board of directors in June 2020.

Krammer served previously as the Chief Executive Officer of Turn Biotechnologies,

a development stage company focused on reversing aging and age-related diseases from early 2020 until October 2025.

From 2013 through

2018, she co-founded, served as President, Secretary and a director of BioPharmX, a specialty pharmaceutical company where she led the

initial public offering onto the New York Stock Exchange in 2015.

Krammer served as Principal/Founder of MBI, Inc., a management

consulting firm beginning in January 1998.

While at MBI, Inc., Ms.

Krammer also served as Vice President Global Marketing from April 2006 to August 2008 for Reliant Technologies,

a venture-backed startup in aesthetic medicine.

Krammer also served as Vice President Global Marketing from April

2006 to August 2008 for Reliant Technologies, a venture-backed startup in aesthetic medicine.

From April 2004 to April 2006, Ms.

Krammer served as Sr.

Director of Strategic Marketing

for Medtronic Corporation.

served as Sr.

Director of Strategic Marketing for Medtronic Corporation.

From December 2000 to September 2001, Ms.

Krammer was Vice President, Solutions Marketing for Getronics Corporation,

a global IT services company.

Krammer was Vice President,

Solutions Marketing for Getronics Corporation, a global IT services company.

From April 1999 to December 2000, Ms.

Krammer served as Vice President, Indirect Channel Sales and Worldwide

Industry Partnership Marketing in the Itronix Division of Acterna Corporation, an optical communications company.

other prior roles include serving as Director of Worldwide Marketing and Communications for Tektronix Corporation in its Color Printing

and Imaging Division from October 1997 to April 1999.

From October 1995 to October 1997, Ms.

Krammer was Director of Worldwide Sales

and Marketing with KeyTronic Corporation, a computer equipment manufacturer.

Krammer holds a BAIS degree with a focus on Marketing/Management

from the University of South Carolina and an International Trade Certificate from the University of Paris—Sorbonne.

currently serves on the Board of Directors of Turn Biotechnologies.

Lindsay joined

our board of directors in June 2020.

Since 2008, he has served as a consultant and the director of the healthcare and pharmaceuticals

practices group with the Livingston Group.

Krammer served as

Vice President, Indirect Channel Sales and Worldwide Industry Partnership Marketing in the Itronix Division of Acterna Corporation, an

optical communications company.

Krammer’s other prior roles include serving as Director of Worldwide Marketing and Communications

for Tektronix Corporation in its Color Printing and Imaging Division from October 1997 to April 1999.

From October 1995 to October 1997,

Krammer was Director of Worldwide Sales and Marketing with KeyTronic Corporation, a computer equipment manufacturer.

holds a BAIS degree with a focus on Marketing/Management from the University of South Carolina and an International Trade Certificate

from the University of Paris—Sorbonne.

Krammer currently serves on the board of directors of Turn Biotechnologies.

Lindsay joined our board of directors in June 2020.

Since 2008, he has served as a consultant and the director of the healthcare

and pharmaceuticals practices group with the Livingston Group.

From February 2001 through September 2008, Mr.

Lindsay was with UnitedHealth Group, one of

the world’s largest healthcare companies, where he held a number of senior positions including President of the AARP Pharmacy Services

Division and Vice President of Public Communications and Strategy.

In 2008, he served on President Obama’s transition team.

May 1996 through January 2001, Mr.

Lindsay served in President Clinton’s White House as Assistant to the President for the Office

of Management and Administration.

His areas of responsibility included the White House Military Office, which managed Air Force One;

Lindsay was with UnitedHealth

Group, one of the world’s largest healthcare companies, where he held a number of senior positions including President of the AARP

Pharmacy Services Division and Vice President of Public Communications and Strategy.

In 2008, he served on President Obama’s transition

From May 1996 through January 2001, Mr.

Lindsay served in President Clinton’s White House as Assistant to the President for

the Office of Management and Administration.

His areas of responsibility included the White House Military Office, which managed Air

The White House Communications Agency;

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running the White House Operations;

and the Executive Office

of the President’s Office of Administration, which was responsible for finance, information systems, human resources, legal/appropriations

and the Executive

Office of the President’s Office of Administration, which was responsible for finance, information systems, human resources, legal/appropriations

and security.

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Pennsylvania’s Wharton Business School.

He is a member of the District of Columbia Bar.

joined our board of directors in June 2020.

He i a member of the District of Columbia Bar.

Sokolow joined our board of directors in June 2020.

Since September 2023, Mr.

Sokolow has served as co-Chief Executive Officer of SKYX Platforms

He had served as in independent director and board committee member of SKYX Platforms since 2015 and continues

to serve as a board member of that company.

Sokolow has served as co-Chief Executive Officer

of SKYX Platforms Corp.

SKYX) and since December 2025 as its Chief Executive Officer.

He had served as in independent director

and board committee member of SKYX Platforms since 2015 and continues to serve respectively as a board member and as a member of its

Corporate Development Committee.

Corp of that company.

From 2015 to August 2023, Mr.

Sokolow served as Chief Executive Officer and President of

Newbridge Financial, Inc., a financial services holding company.

Sokolow served as Chief Executive Officer and President

of Newbridge Financial, Inc., a financial services holding company.

From 2015 to July 2022 Mr.

Sokolow served as Chairman of Newbridge Securities

Corporation, Newbridge Financial, Inc.’s full service broker-dealer.

Sokolow served as Chairman of Newbridge

Securities Corporation, Newbridge Financial, Inc.’s full service broker-dealer.

From August 2022 to August 2023 Mr.

Sokolow served as CEO

of Newbridge Securities Corporation and Newbridge Financial Services Group, Inc., Newbridge Financial, Inc.’s, full service registered

investment adviser.

From 2008 through 2012, he served as President and Vice Chairman of National Holdings Corporation, a publicly traded

financial services company.

Sokolow served

as CEO of Newbridge Securities Corporation and Newbridge Financial Services Group, Inc., Newbridge Financial, Inc.’s, full service

registered investment adviser.

From 2008 through 2012, he served as President and Vice Chairman of National Holdings Corporation, a publicly

traded financial services company.

From November 1999 until January 2008, Mr.

Sokolow was Chief Executive Officer and President, and a member

of the Board of Directors, of vFinance Inc., a publicly traded financial services company, which he cofounded.

Sokolow was the Chairman

of the Board of Directors and Chief Executive Officer of vFinance Inc.

from January 2007 until July 2008, when it merged into National

Holdings Corporation.

Sokolow was Chief Executive Officer and President, and

a member of the Board of Directors, of vFinance Inc., a publicly traded financial services company, which he cofounded.

the Chairman of the Board of Directors and Chief Executive Officer of vFinance Inc.

from January 2007 until July 2008, when it merged

into National Holdings Corporation.

From 1994 to 1998, Mr.

Sokolow was founder, Chairman and Chief Executive Officer of the Americas Growth Fund Inc.,

a closed-end registered investment company.

Sokolow was founder, Chairman and Chief Executive Officer of the Americas

Growth Fund Inc., a closed-end registered investment company.

From 1988 until 1993, Mr.

Sokolow was an Executive Vice President and the General Counsel

of Applica Inc., a publicly traded appliance marketing and distribution company.

Sokolow was an Executive Vice President and the

General Counsel of Applica Inc., a publicly traded appliance marketing and distribution company.

From 1982 until 1988, Mr.

Sokolow practiced corporate,

securities and tax law and was one of the founding attorneys and a partner of an international boutique law firm.

From 1980 until 1982,

he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick.

Sokolow practiced

corporate, securities and tax law and was one of the founding attorneys and a partner of an international boutique law firm.

until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick.

Since June 2006, Mr.

Sokolow has served on the

Board of Directors of Consolidated Water Company Ltd.

served on the Board of Directors of Consolidated Water Company Ltd.

CWCO) and as Chairman of its Audit Committee;

as well as a member of its

Nominations and Corporate Governance Committee since 2011.

a member of its Nominations and Corporate Governance Committee since 2011.

Sokolow received his B.A.

degrees from the University of Florida

and a Masters of Law in Taxation from New York University Law School and remains a Certified Public Accountant.

Our Audit Committee has

determined that Mr.

Sokolow meets the statutory requirements to serve as an “audit committee financial expert” for Nasdaq

Matthew Thompson, M.D.

degrees from the University

of Florida and a Masters of Law in Taxation from New York University Law School and remains a Certified Public Accountant.

Committee has determined that Mr.

Sokolow meets the statutory requirements to serve as an “audit committee financial expert”

for Nasdaq purposes.

Thompson, M.D.

joined our board of directors in June 2020.

Thompson became the Executive Vice President and Chief Medical Officer

of Endologix LLC.

Thompson became the Chief Executive Officer and in 2024, he became a Director of Life Seal Vascular.

to January 2025 and since 2021, he was the President and Chief Executive Officer (CEO) of Endologix LLC].

Previous to his tenure with

Endologix LLC, Dr.

Thompson was the Professor of Vascular Surgery at St George’s, University of London and Staff Surgeon in the

Department of Vascular Surgery at the Heart, Vascular and Thoracic Institute, Cleveland Clinic Foundation, Ohio.

Thompson trained

at Cambridge, St Bartholomew’s Hospital, the University of Leicester and Adelaide.

Thompson became the Executive Vice President and Chief

Medical Officer of Endologix LLC.

Thompson became the Chief Executive Officer and in 2024, he became a Director of Life

Seal Vascular.

Prior to January 2025 and since 2021, he was the President and Chief Executive Officer (CEO) of Endologix LLC.

to his tenure with Endologix LLC, Dr.

Thompson was the Professor of Vascular Surgery at St George’s, University of London and Staff

Surgeon in the Department of Vascular Surgery at the Heart, Vascular and Thoracic Institute, Cleveland Clinic Foundation, Ohio.

trained at Cambridge, St Bartholomew’s Hospital, the University of Leicester and Adelaide.

He studied corporate innovation at Stanford

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Scientific Meeting and was awarded a Lifetime Achievement Award by the Vascular Society of Great Britain and Ireland in 2017.

Except as otherwise provided

by law, each director shall hold office until either their successor is elected and qualified, or until he or she sooner dies, resigns,

is removed or becomes disqualified.

Officers serve at the discretion of the Board.

There are no family relationships

between any of our director nominees or executive officers and any other of our director nominees or executive officers.

Directors and Executive Officers Qualifications

Although we have not formally

established any specific minimum qualifications that must be met by each of our officers, we generally evaluate the following qualities:

educational background, diversity of professional experience, including whether the person is a current or was a former chief executive

officer or chief financial officer of a public company or the head of a division of a prominent international organization, knowledge

of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our stockholders.

The nominating and corporate

governance committee of the Board of Directors prepare policies regarding director qualification requirements and the process for identifying

and evaluating director candidates for adoption by the Board of Directors.

The above-mentioned attributes, along with the leadership

skills and other experiences of our officers and Board of Directors members described above, provide us with a diverse range of perspectives

and judgment necessary to facilitate our goals of stockholder value appreciation through organic and acquisition growth.

Director Qualifications

Kirk Huntsman –

Our Board believes that Mr.

Huntsman’s qualifications to serve on our Board include his extensive experience in the dental industry,

focusing on dental support organizations by integrating cutting-edge technology and better management practices.

Green, DDS, MBA

Johnson , joined our board of directors in February 2026.

He previously served as Secretary of the Company from July

2016 until July 2020, and a director of the Company from July 2016 until March 2018.

Johnson received his Juris Doctorate degree

in 1988 from Osgoode Hall Law School in Toronto, Canada, and was admitted as a lawyer in Alberta in 1989.

He also has extensive

experience in corporate compliance and senior management of high-growth entrepreneurial companies.

Since May 2022, Mr.

acted as a director of Omnia Resource Development Corporation, a private company engaged in early-stage resource delineation,

development and resale of mineral properties.

From October 2021 to February 2024, Mr.

Johnson was a director and Chief Executive

Officer of Serenus Global Inc., a privately held fast growing controlled substance company based in Tempe, Arizona and Calgary,

From January 2018 to November 2021, he was the Chief Executive Officer of Upeva, Inc., which provided business advisory

services pertaining to capital markets, corporate finance, mergers and acquisitions, crowdfunding, and NASDAQ compliance.

Johnson was the primary advisor to Arizona based VirTra, Inc.

and was instrumental in VirTra’s successful effort to list on

From March 2010 to December 2016, Mr.

Johnson served as President and Chief Executive Officer of Summit Capital Corp.

Summit Capital (USA), Inc., respectively.

From March 2006 to May 2010, Mr.

Johnson served as the Executive Vice President and Chief

Operating Officer of SKYE International, Inc., a company that developed and produced tankless water heaters.

His career has included

experience in all stages of public company development and venture capital for emerging growth companies across Canada and the

United States.

Except as otherwise provided by law, each director shall hold office until either their successor is elected and

qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.

Officers serve at the discretion of the

are no family relationships between any of our director nominees or executive officers and any other of our director nominees or executive

and Executive Officers Qualifications

we have not formally established any specific minimum qualifications that must be met by each of our officers, we generally evaluate

the following qualities:

educational background, diversity of professional experience, including whether the person is a current or was

a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international

organization, knowledge of our business, integrity, professional reputation, independence, wisdom, and ability to represent the best

interests of our stockholders.

nominating and corporate governance committee of the Board of Directors prepare policies regarding director qualification requirements

and the process for identifying and evaluating director candidates for adoption by the Board of Directors.

The above-mentioned attributes,

along with the leadership skills and other experiences of our officers and Board of Directors members described above, provide us with

a diverse range of perspectives and judgment necessary to facilitate our goals of stockholder value appreciation through organic and

acquisition growth.

Qualifications

Kirk Huntsman – Our Board believes that Mr.

Huntsman’s qualifications to serve on our Board include his extensive experience

in the dental industry, focusing on dental support organizations by integrating cutting-edge technology and better management practices.

Green, DDS, MBA – Our Board believes that Dr.

Green’s qualifications to serve on our Board include his extensive experience

and relationships in the dental industry, his expertise with clinical trials and executive-level experience with pharmaceutical and dental

implant firms.

Krammer – Our Board believes that Ms.

Krammer’s qualifications to serve on our Board include her experience as a director

and chief executive officer, experience with startup enterprises, her successful leadership roles in securing capital markets funding,

and her experience in the pharmaceutical industry.

Lindsay – Our Board believes that Mr.

Lindsay’s qualifications to serve on our Board include his director experience

and his experience in legal, governmental, regulatory and business development within the healthcare industry.

Sokolow – Our Board believes Mr.

Sokolow’s qualifications include his experience as a director and principal executive

officer, his legal, accounting, auditing and consulting background, and that he meets the statutory requirements to be identified as

an “audit committee financial expert.”

Thompson, M.D.

– Our Board believes that Dr.

Green’s qualifications to serve on our Board include his extensive experience and relationships

in the dental industry, his expertise with clinical trials and executive-level experience with pharmaceutical and dental implant firms.

Anja Krammer – Our

Board believes that Ms.

Krammer’s qualifications to serve on our Board include her experience as a director and chief executive

officer, experience with startup enterprises, her successful leadership roles in securing capital markets funding, and her experience

in the pharmaceutical industry.

Thompson’s qualifications to serve on our Board include his executive-level

experience with a publicly-traded medical technology firm and his extensive medical background.

– Our Board believes that Mr.

Lindsay’s qualifications to serve on our Board include his director experience and his experience in

legal, governmental, regulatory and business development within the healthcare industry.

Our Board believes Mr.

Sokolow’s qualifications include his experience as a director and principal executive officer, his legal,

accounting, auditing and consulting background, and that he meets the statutory requirements to be identified as an “audit committee

financial expert.”

Matthew Thompson, M.D.

– Our Board believes that Dr.

Thompson’s qualifications to serve on our Board include his executive-level experience with

a publicly-traded medical technology firm and his extensive medical background.

Director Independence

Under Nasdaq standards, a director

is not “independent” unless the Board affirmatively determines that he or she does not have a direct or indirect material

relationship with us or any of our subsidiaries.

In addition, the director must meet the bright-line tests for independence set forth

by the Nasdaq rules.

Our Board has undertaken a review

of its composition, the composition of its committees and the independence of our directors and considered whether any director has a

material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including

family relationships, our Board has affirmatively determined that Ms.

Johnson’s qualifications to serve on our Board include his experience in

law, business, corporate compliance and emerging companies provide the requisite qualifications, skills, perspectives, and experience

that make him well qualified to serve on our Board.

Nasdaq standards, a director is not “independent” unless the Board affirmatively determines that he or she does not have

a direct or indirect material relationship with us or any of our subsidiaries.

In addition, the director must meet the bright-line tests

for independence set forth by the Nasdaq rules.

Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered

whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in

carrying out his or her responsibilities.

Based upon information requested from and provided by each director concerning his or her background,

employment and affiliations, including family relationships, our Board has affirmatively determined that Ms.

Thompson, Dr.

Green and Mr.

“independent directors,” and Mr.

Huntsman is a “non-independent director,” as defined by the applicable rules and

regulations of the Nasdaq.

In making these determinations, our Board considered the relationships that each non-employee director has

with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the director’s

beneficial ownership of our Common Stock and the relationships of our non-employee directors with certain of our significant stockholders.

Board Leadership Structure and Board’s Role

in Risk Oversight

Kirk Huntsman is our Chairman

of the Board as well as our Chief Executive Officer.

The Chairman has authority, among other things, to preside over Board meetings and

set the agenda for Board meetings.

Accordingly, the Chairman has substantial ability to shape the work of our Board.

We believe that

the presence of five independent members of our Board ensures appropriate oversight by the Board of our business and affairs.

no single leadership model is right for all companies and at all times.

The Board recognizes that depending on the circumstances, other

leadership models, such as the appointment of a lead independent director, might be appropriate.

Accordingly, the Board may periodically

review its leadership structure.

In addition, the Board holds executive sessions in which only independent directors are present.

Our Board is generally responsible

for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into

two categories:

Sokolow and Mr.

Johnson are “independent directors,” and Mr.

Huntsman is a “non-independent

director,” as defined by the applicable rules and regulations of the Nasdaq.

In making these determinations, our Board considered

the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining

their independence, including the director’s beneficial ownership of our common stock and the relationships of our non-employee

directors with certain of our significant stockholders.

Leadership Structure and Board’s Role in Risk Oversight

Kirk Huntsman is our Chairman of the Board as well as our Chief Executive Officer.

The Chairman has authority, among other things, to

preside over Board meetings and set the agenda for Board meetings.

Accordingly, the Chairman has substantial ability to shape the work

of our Board.

We believe that the presence of six independent members of our Board ensures appropriate oversight by the Board of our

business and affairs.

However, no single leadership model is right for all companies and at all times.

The Board recognizes that depending

on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate.

the Board may periodically review its leadership structure.

In addition, the Board holds executive sessions in which only independent

directors are present.

Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal

source of risk falls into two categories:

financial and product commercialization.

Our Audit Committee oversees management of financial risks;

our Board regularly

reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each.

The Board regularly

reviews plans, results and potential risks related to our product offerings, growth, and strategies.

Our Compensation Committee oversees

risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors,

particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which

could have a material adverse effect on our company.

Board of Directors Overview

Our Bylaws provide that the size

of our Board is to be determined from time to time by resolution of the Board but shall consist of at least three members.

presently consists of six members.

Our Board has determined five of our directors – Ms.

Our Audit Committee oversees management of financial

our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated

The Board regularly reviews plans, results and potential risks related to our product offerings, growth, and strategies.

Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices for all employees including

executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or

inappropriate risks which could have a material adverse effect on our company.

of Directors Overview

Bylaws provide that the size of our Board is to be determined from time to time by resolution of the Board but shall consist of at least

three members.

Our Board presently consists of seven members.

Our Board has determined that six of our directors – Ms.

Thompson, Dr.

Green, and Mr.

Sokolow – to be independent under the rules of the Nasdaq Stock Market, after taking into consideration, among other

things, those transactions described under “Certain Transactions”.

Huntsman serves as Chairman of the Board and is Chief

Executive Officer and is a “non-independent director,” as defined by the applicable rules and regulations of the Nasdaq Stock

Sokolow and Mr.

Johnson – to be independent under the rules of the Nasdaq Stock Market,

after taking into consideration, among other things, those transactions described under “Certain Transactions”.

serves as Chairman of the Board and is Chief Executive Officer and is a “non-independent director,” as defined by the applicable

rules and regulations of the Nasdaq Stock Market.

The Board does not have a lead director;

however, recognizing that the Board is composed almost entirely of outside directors,

in addition to the Board’s strong committee system (as described more fully below), we believe this leadership structure is appropriate

for the Company and allows the Board to maintain effective oversight of management.

At each annual meeting of stockholders, members of

our Board are elected to serve until the next annual meeting and until their successors are duly elected and qualified.

Committees of the Board of Directors

The Board has established an

Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The following table sets forth

the current composition of the three standing committees of our Board:

Nominating and

however, recognizing that the Board is composed

almost entirely of outside directors, in addition to the Board’s strong committee system (as described more fully below), we believe

this leadership structure is appropriate for the Company and allows the Board to maintain effective oversight of management.

annual meeting of stockholders, members of our Board are elected to serve until the next annual meeting and until their successors are

duly elected and qualified.

of the Board of Directors

Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

following table sets forth the composition of the three standing committees of our Board:

Sokolow (audit committee financial expert)

Audit Committee.

The Audit Committee has three members that are independent directors, including Mr.

Krammer and Dr.

Sokolow serves

as the chair of the Audit Committee and satisfies the definition of “audit committee financial expert”.

Our Audit Committee

has adopted a written charter, a copy of this charter is posted on the Corporate Governance section of our website, at www.vivos.com

(click “Investor Relations” and “Governance”).

Sokolow serves as the chair of the Audit Committee and satisfies the definition of “audit committee financial expert”.

Our Audit Committee has adopted a written charter, a copy of this charter is posted on the Corporate Governance section of our website,

at www.vivos.com (click “Investor Relations” and “Governance”).

Our Audit Committee is authorized to:

approve and retain the independent auditors to conduct the annual audit

of our financial statements;

review the proposed scope and results of the audit;

review and pre-approve audit and non-audit fees and services;

review accounting and financial controls with the independent auditors

and our financial and accounting staff;

review and approve transactions between us and our directors, officers

and affiliates;

recognize and prevent prohibited non-audit services;

establish procedures for complaints received by us regarding accounting

oversee internal audit functions, if any.

The Board of Directors has determined

Sokolow is an “audit committee financial expert” as defined by the rules of the SEC.

Please see the section entitled

“Audit Committee Report” for further matters related to the Audit Committee.

Compensation Committee .

The Compensation Committee has three members that are independent directors, including Mr.

Thompson and Dr.

serves as the chair of the Compensation Committee.

Our Compensation Committee has adopted a written charter, and a copy of this charter

is posted on the Corporate Governance section of our website, at www.vivos.com (click “Investor Relations” and “Governance”).

Our Compensation Committee is

authorized to:

review and determine the compensation arrangements for management;

establish and review general compensation policies with the objective

to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

review and determine our stock incentive and purchase plans;

oversee the evaluation of the Board of Directors and management;

review the independence of any compensation advisers;

delegate any of its responsibilities to one or more subcommittees as

Nominating and Corporate

Governance Committee .

The Nominating and Corporate Governance Committee has three members that are independent directors, including

and retain the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approve audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

and approve transactions between us and our directors, officers and affiliates;

and prevent prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any.

Board of Directors has determined that Mr.

Sokolow is an “audit committee financial expert” as defined by the rules of the

see the section entitled “Audit Committee Report” for further matters related to the Audit Committee.

The Compensation Committee has four members that are independent directors, including Mr.

Thompson, Dr.

Green and Mr.

Lindsay serves as the chair of the Compensation Committee.

Our Compensation Committee has adopted a written

charter, and a copy of this charter is posted on the Corporate Governance section of our website, at www.vivos.com (click “Investor

Relations” and “Governance”).

Compensation Committee is authorized to:

and determine the compensation arrangements for management;

and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance

and to achieve our financial goals;

and determine our stock incentive and purchase plans;

the evaluation of the Board of Directors and management;

the independence of any compensation advisers;

any of its responsibilities to one or more subcommittees as it sees fit.

and Corporate Governance Committee .

The Nominating and Corporate Governance Committee has three members that are independent

directors, including Dr.

Thompson, Ms.

Krammer and Mr.

Thompson serves as the chair of the Nominating and Corporate Governance Committee.

Nominating and Corporate Governance Committee has adopted a written charter, and a copy of this charter is posted on the Corporate Governance

section of our website, at www.vivos.com (click “Investor Relations” and “Governance”).

The functions of our Governance

Committee, among other things, include:

identifying individuals qualified to become board members and recommending

nominating board members for committee membership;

developing and recommending to our board corporate governance guidelines;

reviewing and determining the compensation arrangements for directors;

overseeing the evaluation of our board of directors and its committees

and management;

overseeing our compliance with applicable medical, medical regulator,

and healthcare laws and regulations.

All members of our Nominating

and Corporate Governance Committee are independent under the listing standards of the Nasdaq Stock Market.

Number of Meetings

During the fiscal year ended

December 31, 2024, our Board of Directors met seven times, the audit committee met five times, the compensation committee met seven times,

and the nominating and corporate governance committee did not meet.

In the fiscal year ended December 31, 2024, our directors attended

97% of the meetings of the Board and committees on which he or she served as a member.

Executive Sessions

Executive sessions, which are

meetings of the non-management members of the Board of Directors, are regularly scheduled throughout the year.

In addition, at least

once a year, the independent directors meet in a private session that excludes management and any non-independent directors.

of these meetings and, in her absence, the independent directors in attendance determine which member will preside at such session.

Board Member Attendance at Annual Stockholder

Although we do not have a formal

policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings.

our directors attended our 2024 virtual annual meeting of stockholders held on November 26, 2024.

Compensation Committee Interlocks and Insider

Participation

None of the members of our Compensation

Committee at any time, has been one of our officers or employees, or, during the last fiscal year, was a participant in a related-party

transaction that is required to be disclosed.

None of our executive officers currently serves, or in the past year has served, as a member

of the Board of Directors or Compensation Committee of any entity that has one or more executive officers on our Board of Directors or

Compensation Committee.

Code of Business Conduct and Ethics

We have adopted a code of business

conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

The code of business conduct and ethics is available at our website at www.vivos.com (click “Investor Relations” and “Governance”).

We expect that any amendments to the code, or any waivers of its requirement, will be disclosed on our website.

Insider Trading Policy

In March 2023, our Board of Directors

adopted a revised Insider Trading Policy for our company principally to reflect changes to SEC Rule 10b5-1 which went into effect in

February 2023.

Among other customary provisions, our Insider Trading Policy provides for pre-clearance by our Chief Financial Officer

of any purchases or sales of our securities by officers, directors or employees of our company and specifies “trading windows”

in which purchases and sales of our securities by such persons are permitted (provided such persons are not then in possession of material

non-public information regarding or relating to our company).

Compensation Recovery Policy

On December 1, 2023, our Board

of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the recovery of erroneously awarded

incentive compensation to certain of our officers in the event that we are required to prepare an accounting restatement due to material

noncompliance by us with any financial reporting requirements under the federal securities laws.

This policy is designed to comply with

Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of Nasdaq Stock Market or any

other securities exchange on which our shares are listed in the future.

The policy is administered by our Board of Directors or, if so

designated by the Board of Directors, the Compensation Committee.

Any determinations made by the Board shall be final and binding on

all affected individuals.

The individuals covered by this

policy (the “Covered Executives”) are any current or former employee who is or was identified as our president, principal

financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge

of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making

function, or any other person (including any executive officer of our subsidiaries or affiliates) who performs similar policy-making

functions for us.

The policy covers our recoupment

of “Incentive Compensation” (as defined in the policy) received by a person after beginning service as a Covered Executive

and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

In the event we are

required to prepare an accounting restatement, the policy requires us to recover, reasonably promptly, any excess incentive compensation

(as determined by our Board of Directors or Compensation Committee) received by any Covered Executive during the three completed fiscal

years immediately preceding the date on which we are required to prepare such accounting restatement.

The foregoing description of

our Compensation Recovery Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of such

policy, a copy of which is filed as an exhibit to the registration statement filed on January 31, 2025 and is incorporated herein by

Communications with the Board

Any stockholder or any other

interested party who desires to communicate with our Board of Directors, our non-management directors, or any specified individual director,

may do so by directing such correspondence to the attention of the Secretary, Vivos Therapeutics, Inc., 7921 Southpark Plaza, Suite 210,

Littleton, Colorado 80120.

The Secretary will forward the communication to the appropriate director or directors as appropriate.

Thompson serves as the chair of the Nominating and Corporate Governance

Our Nominating and Corporate Governance Committee has adopted a written charter, and a copy of this charter is posted on the

Corporate Governance section of our website, at www.vivos.com (click “Investor Relations” and “Governance”).

The functions of our Governance Committee, among other things, include:

individuals qualified to become board members and recommending directors;

board members for committee membership;

and recommending to our board corporate governance guidelines;

and determining the compensation arrangements for directors;

the evaluation of our board of directors and its committees and management;

our compliance with applicable medical, medical regulator, and healthcare laws and regulations.

members of our Nominating and Corporate Governance Committee are independent under the listing standards of the Nasdaq Stock Market.

the fiscal year ended December 31, 2025, our Board of Directors met eight times, the audit committee met five times, the compensation

committee met five times, and the nominating and corporate governance committee did not meet.

In the fiscal year ended December 31, 2025,

our directors attended 97% of the meetings of the Board and committees on which he or she served as a member.

The foregoing statistics

does not account for Mr.

Johnson who was appointed as a member of the Board subsequent to the fiscal year ended December 31, 2025.

sessions, which are meetings of the non-management members of the Board of Directors, are regularly scheduled throughout the year.

addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent

At each of these meetings and, in her absence, the independent directors in attendance determine which member will preside

at such session.

Member Attendance at Annual Stockholder Meetings

we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these

annual meetings.

All of our directors who served the Board during the financial year ended December 31, 2024 attended our 2025 virtual

annual meeting of stockholders held on November 4, 2025.

Committee Interlocks and Insider Participation

of the members of our Compensation Committee at any time, has been one of our officers or employees, or, during the last fiscal year,

was a participant in a related-party transaction that is required to be disclosed.

None of our executive officers currently serves, or

in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive

officers on our Board of Directors or Compensation Committee.

of Business Conduct and Ethics

have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers

responsible for financial reporting.

The code of business conduct and ethics is available at our website at www.vivos.com (click “Investor

Relations” and “Governance”).

We expect that any amendments to the code, or any waivers of its requirement, will be

disclosed on our website.

Trading Policy

March 2023, our Board of Directors adopted a revised Insider Trading Policy for our company principally to reflect changes to SEC Rule

10b5-1 which went into effect in February 2023.

Among other customary provisions, our Insider Trading Policy provides for pre-clearance

by our Chief Financial Officer of any purchases or sales of our securities by officers, directors or employees of our company and specifies

“trading windows” in which purchases and sales of our securities by such persons are permitted (provided such persons are

not then in possession of material non-public information regarding or relating to our company).

Recovery Policy

December 1, 2023, our Board of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the

recovery of erroneously awarded incentive compensation to certain of our officers in the event that we are required to prepare an accounting

restatement due to material noncompliance by us with any financial reporting requirements under the federal securities laws.

is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of

Nasdaq Stock Market or any other securities exchange on which our shares are listed in the future.

The policy is administered by our

Board of Directors or, if so designated by the Board of Directors, the Compensation Committee.

Any determinations made by the Board shall

be final and binding on all affected individuals.

individuals covered by this policy (the “ Covered Executives ”) are any current or former employee who is or was identified

as our president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller),

any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other

officer who performs a policy-making function, or any other person (including any executive officer of our subsidiaries or affiliates)

who performs similar policy-making functions for us.

policy covers our recoupment of “Incentive Compensation” (as defined in the policy) received by a person after beginning

service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

In the event we are required to prepare an accounting restatement, the policy requires us to recover, reasonably promptly, any excess

incentive compensation (as determined by our Board of Directors or Compensation Committee) received by any Covered Executive during the

three completed fiscal years immediately preceding the date on which we are required to prepare such accounting restatement.

foregoing description of our Compensation Recovery Policy does not purport to be complete and is qualified in its entirety by the terms

and conditions of such policy, a copy of which is filed as an exhibit to the registration statement filed on January 31, 2025 and is

incorporated herein by reference.

Communications

with the Board

stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors, or any

specified individual director, may do so by directing such correspondence to the attention of the Secretary, Vivos Therapeutics, Inc.,

7921 Southpark Plaza, Suite 210, Littleton, Colorado 80120.

The Secretary will forward the communication to the appropriate director

or directors as appropriate.

Executive Compensation.

Summary Compensation Table

The following summary compensation

table provides information regarding the compensation paid during our fiscal years ended December 31, 2024 and 2023 to our Chief Executive

Officer (principal executive officer), and our Chief Financial Officer (principal accounting officer).

We refer to these individuals

as our “named executive officers”, or “NEOs”.

Compensation Table

following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2025 and 2024.

we refer to as our “named executive officers” include our current Chief Executive Officer, our current Chief Financial Officer

and our other most highly compensated executive officer whose salary and bonus for services rendered in all capacities exceeded $100,000

during the fiscal year ended December 31, 2025.

Name and Position

Non-Equity Incentive Compensation

Non-Qualified Deferred Compensation

Non-Equity Incentive Comp-ensation

Non-Qualified Deferred Comp-ensation

All Other Compensation

Kirk Huntsman (1)

$ 801,578 (4)

Chief Executive Officer

1 unchanged sentence

Bradford Amman (2)

$ 390,824 (4)

Chief Financial Officer

Huntsman has served as Chief Executive Officer of our company since

September 2016.

$ 390,824 (3)

Huntsman has served as Chief Executive Officer of our company since September 2016.

Since November 2015, Mr.

Kirk Huntsman served as Chief Executive Officer of First Vivos, Inc., a wholly owned subsidiary

of our company, which we acquired in August 2016.

Kirk Huntsman served

as Chief Executive Officer of First Vivos, Inc., a wholly owned subsidiary of our company, which we acquired in August 2016.

Amman joined our company as Chief Financial Officer in October 2018.

Stock option award value was based upon a Black-Scholes valuation calculation

at the date of the stock option grant.

We provide information regarding the assumptions used to calculate the value of all stock

option awards made to named executive officers in Note 9 to our audited financial statements for the fiscal year ended December 31,

2024 and 2023.

Represents annual incentive compensation in accordance with terms of

individual employment agreement.

Represents deferred compensation for salary and incentive compensation

in accordance with terms of individual employment agreement.

Company contributions towards health insurance premiums in 2024 and

Executive Employment Agreements

Amended and Restated CEO and

CFO Employment Agreements

On September 7, 2024, the Board,

with the recommendation of the Compensation Committee and with reference to data provided by a third-party compensation consultant, reviewed

and approved amended and restated employment agreements for each of R.

Kirk Huntsman, the Company’s Chief Executive Officer, and

Bradford Amman, the Company’s Chief Financial Officer, Secretary and Treasurer that will take effect on January 1, 2025 (collectively,

the “Amended Employment Agreements”).

The Amended Employment Agreements supersede and replace in their entirety each of Mr.

option award value was based upon a Black-Scholes valuation calculation at the date of the stock option grant.

We provide information

regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 11 to our

audited financial statements for the fiscal year ended December 31, 2025 and 2024.

annual incentive compensation in accordance with terms of individual employment agreement.

contributions towards health insurance premiums in 2025 and 2024.

Employment Agreements

and Restated CEO and CFO Employment Agreements

September 7, 2024, the Board, with the recommendation of the Compensation Committee and with reference to data provided by a third-party

compensation consultant, reviewed and approved amended and restated employment agreements for each of R.

Kirk Huntsman, the Company’s

Chief Executive Officer, and Bradford Amman, the Company’s Chief Financial Officer, Secretary and Treasurer that took effect on

January 1, 2025 (collectively, the “ Amended Employment Agreements ”).

The Amended Employment Agreements superseded

and replaced in their entirety each of Mr.

Huntsman’s and Mr.

Amman’s Employment Agreements with the Company, dated October

The capitalized terms used below

will have the meanings set forth in the Amendment Employment Agreements unless otherwise defined herein.

Description of the Amended

Employment Agreements

The Amended Employment Agreements

The capitalized terms used below will have the meanings set forth in the Amendment Employment Agreements unless otherwise defined

of the Amended Employment Agreements

Amended Employment Agreements provides Mr.

Huntsman and Mr.

Amman, respectively, for:

(i) a base salary of $450,000 and $320,000, an increase from $389,595 and $259,648,

respectively (ii) a target annual cash incentive compensation bonus equal to 75% and 50% of their respective base salary, payable semi-annually;

(i) a base salary of $450,000 and $320,000, an

increase from $389,595 and $259,648, respectively (ii) a target annual cash incentive compensation bonus equal to 75% and 50% of their

respective base salary, payable semi-annually;

Huntsman and Mr.

Amman continued participation in the Company’s long-term equity compensation programs with anticipated

future grants having a grant date value that does not exceed 150% and 100% of their respective base salary;

and (iv) participation in

the Company’s standard employee benefit plans and programs available to the Company’s executives.

The Amended Employment Agreements

also provides for certain severance benefits in the event that Mr.

Amman continued participation in the Company’s long-term

equity compensation programs with anticipated future grants having a grant date value that does not exceed 10% and 100% of their respective

and (iv) participation in the Company’s standard employee benefit plans and programs available to the Company’s

Amended Employment Agreements also provides for certain severance benefits in the event that Mr.

Huntsman’s or Mr.

Amman’s employment is terminated by

the Company other than for Cause (as defined therein), Disability (as defined therein) or death, or if Mr.

employment is terminated by the Company other than for Cause (as defined therein), Disability (as defined therein) or death, or if Mr.

Huntsman or Mr.

Amman resigns

for Good Reason (as defined therein).

In the event of a termination other than for Cause or for Good Reason,

Amman resigns for Good Reason (as defined therein).

the event of a termination other than for Cause or for Good Reason, Mr.

Huntsman or Mr.

Amman (subject to his execution of a release of claims in favor of the Company) shall be entitled to receive:

Amman (subject to his execution of a release

of claims in favor of the Company) shall be entitled to receive:

(i) a pro-rated Management Incentive Plan payment;

(ii) a cash severance payment equal to 12 months of Mr.

(ii) a cash severance

payment equal to 12 months of Mr.

Huntsman or Mr.

then Base Salary (the “Base Salary Severance”);

(iii) a lump cash payment equal to 12 times the monthly premium required

to be paid by Mr.

Amman then Base Salary (the “Base Salary Severance”);

cash payment equal to 12 times the monthly premium required to be paid by Mr.

Huntsman or Mr.

Amman to continue his respective group health care and dental care coverage as in effect for the

year in which the termination of employment occurs, based on the monthly COBRA premium in effect as of the termination date;

(iv) all of Mr.

Amman to continue his respective group

health care and dental care coverage as in effect for the year in which the termination of employment occurs, based on the monthly

COBRA premium in effect as of the termination date;

and (iv) all of Mr.

Huntsman’s or Mr.

Amman’s outstanding equity awards that are not yet vested shall vest in full.

In the event Mr.

Amman’s outstanding equity

awards that are not yet vested shall vest in full.

the event Mr.

Huntsman or Mr.

3 unchanged sentences

Huntsman’s or Mr.

Amman’s execution of a release of claims

in favor of the Company) shall be entitled to receive:

(i) a pro-rated Management Incentive Plan payment;

(ii) the Base Salary Severance

but it shall be reduced from 12 to 6 months;

(iii) a lump cash payment equal to 6 times the monthly premium required to be paid by

Amman’s execution of a release of claims in favor of the Company) shall be entitled to receive:

a pro-rated Management Incentive Plan payment;

(ii) the Base Salary Severance but it shall be reduced from 12 to 6 months;

a lump cash payment equal to 6 times the monthly premium required to be paid by Mr.

Huntsman or Mr.

Amman to continue his respective group health care and dental care coverage as in effect for the year in which

the termination of employment occurs, based on the monthly COBRA premium in effect as of the termination date;

Amman to continue his respective

group health care and dental care coverage as in effect for the year in which the termination of employment occurs, based on the

monthly COBRA premium in effect as of the termination date;

and (iv) all of Mr.

Huntsman or Mr.

Amman’s outstanding equity awards that are not yet vested shall vest in full.

The Amended Employment Agreements

also provides for certain severance benefits in the event of a Change in Control (as defined therein).

In the event of a Change In Control, and notwithstanding the fact that

Amman’s outstanding equity

awards that are not yet vested shall vest in full.

Amended Employment Agreements also provides for certain severance benefits in the event of a Change in Control (as defined therein).

the event of a Change In Control, and notwithstanding the fact that Mr.

Huntsman or Mr.

Amman may continue to provide services from and after the Change In Control, on the date of a Change In Control,

all of Executive’s outstanding equity awards that are not yet vested shall vest in full.

In the event of a termination other than for Cause or for Good Reason

during the 12 month period following the Change in Control, Mr.

Amman may continue to provide services from

and after the Change In Control, on the date of a Change In Control, all of Executive’s outstanding equity awards that are

not yet vested shall vest in full.

the event of a termination other than for Cause or for Good Reason during the 12 month period following the Change in Control, Mr.

Huntsman or Mr.

Amman (subject to his execution of a release of claims

in favor of the Company) shall be entitled to receive:

(i) a pro-rated Management Incentive Plan payment;

(ii) the Base Salary Severance

but it shall be increased to 24 months;

and (iii) a lump cash payment equal to 24 times the monthly premium required to be paid by

Amman (subject to his execution of a release of claims in favor of the Company) shall be entitled to receive:

a pro-rated Management Incentive Plan payment;

(ii) the Base Salary Severance but it shall be increased to 24 months;

lump cash payment equal to 24 times the monthly premium required to be paid by Mr.

Huntsman or Mr.

Amman to continue his respective group health care and dental care coverage as in effect for the year in which

the termination of employment occurs, based on the monthly COBRA premium in effect as of the termination date.

The Amended Employment Agreements

include standard restrictive covenant precluding both Mr.

Amman to continue his respective

group health care and dental care coverage as in effect for the year in which the termination of employment occurs, based on the

monthly COBRA premium in effect as of the termination date.

Amended Employment Agreements include standard restrictive covenant precluding both Mr.

Huntsman or Mr.

Amman from engaging in competitive activities for 24 months

following their respective termination of employment for any reason.

Huntsman will not receive

any additional compensation for his service as a member of the Board.

Amman from engaging in competitive

activities for 24 months following their respective termination of employment for any reason.

Huntsman does not receive any additional compensation for his service as a member of the Board.

Huntsman and Mr.

will also enter into the Company’s new standard form of Employee Confidential Information and Invention Assignment Agreement.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes

the number of shares of Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December

Securities Underlying

Amman have entered into the Company’s new standard form of Employee Confidential Information and Invention

Assignment Agreement.

Equity Awards at Fiscal Year-End

following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive

officer as of December 31, 2025.

Number of Securities Underlying

Unexercised Options

Unexercisable

Kirk Huntsman:

12 /23/22 (1)

12 /23/22 (2)

Total for Mr.

Bradford Amman:

12 /23/22 (2)

Total for Mr.

Stock option grant is fully vested on the grant date.

Stock option grant vests 20% on the grant date and 20% on each successive

anniversary through the following four years.

Stock option grant vests and becomes exercisable in three installments

subject to achievement of the following three performance metrics:

(1) quarter over quarter revenue growth of at least 15% over the

same prior year quarter, (2) total stockholder return from date of grant, and (3) positive cash flow for two consecutive quarters.

D irector Compensation

Prior to our initial public offering

in late 2020, our directors did not received compensation for their service except for option grants.

Following our initial public offering,

we adopted a new director compensation program recommended by our nominating and corporate governance committee pursuant to which we

make equity-plan based awards to the directors and (i) each of our non-employee directors receive $48,000 cash compensation annually;

option grant is fully vested on the grant date.

option grant vests 20% on the grant date and 20% on each successive anniversary through the following four years.

option grant vests and becomes exercisable in three installments subject to achievement of the following three performance metrics:

(1) quarter over quarter revenue growth of at least 15% over the same prior year quarter, (2) total stockholder return from date

of grant, and (3) positive cash flow for two consecutive quarters.

Compensation Generally

to our initial public offering in late 2020, our directors did not received compensation for their service except for option grants.

Following our initial public offering, we adopted a new director compensation program recommended by our nominating and corporate governance

committee pursuant to which we make equity-plan based awards to the directors and (i) each of our non-employee directors receive $48,000

cash compensation annually;

(ii) chairs of our committees receive $10,000 cash compensation annually;

and (iii) members of our committees receive $5,000 cash compensation

and (iii) members of our committees

receive $5,000 cash compensation annually.

No additional compensation will be provided for attending committee meetings.

Our nominating and corporate governance committee

will continue to review and make recommendations to the Board regarding compensation of directors, including equity-based plans.

our non-employee directors for reasonable travel expenses incurred in attending Board and committee meetings.

Director Compensation Table

The following table sets forth

information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2024:

Fees Earned or Paid In Cash

Our nominating

and corporate governance committee will continue to review and make recommendations to the Board regarding compensation of directors,

including equity-based plans.

We reimburse our non-employee directors for reasonable travel expenses incurred in attending Board and

committee meetings.

Compensation Table

following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31,

Fees Earned or

Matthew Thompson, M.D.

6 unchanged sentences

Green commenced service as a member of the Board on June 19, 2020.

Stock option award value was based upon a Black-Scholes valuation calculation

at the date of the stock option grant.

We provide information regarding the assumptions used to calculate the value of all stock

option awards made to named executive officers in Note 9 to our audited financial statements for the fiscal year ended December 31,

Equity Compensation Plan Information

The following table summarizes

the outstanding number of awards granted under the 2017 Plan, the 2019 Plan and the 2024 Omnibus Plan as of December 31, 2024.

option award value was based upon a Black-Scholes valuation calculation at the date of the stock option grant.

We provide information

regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 11 to our

audited financial statements for the fiscal year ended December 31, 2025.

Compensation Plan Information

following table summarizes the outstanding number of awards granted under the 2017 Plan, the 2019 Plan and the 2024 Omnibus Plan as of

December 31, 2025.

Plan category:

Number of Securities to be issued Upon

Exercise of Outstanding Options, Warrants, and Rights (a)

Weighted Average Exercise Price of

Outstanding Options (b)

Number of Securities Remaining Available

for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)

of Securities to

Options, Warrants,

Price of Outstanding

Available for

Equity compensation plans approved by stockholders

2 unchanged sentences

2024 Omnibus Plan (3)

The 2017 Plan permits grants of equity awards to employees, directors,

consultants and other independent contractors.

Our board of directors and stockholders have approved a total reserve of 53,333 shares

for issuance under the 2017 Plan.

The 2019 Plan permits grants of equity awards to employees, directors,

consultants and other independent contractors.

Our board of directors and stockholders have approved a total reserve of 174,380 shares

for issuance out of which 10,000 shares have been exercised under the 2019 Plan.

A total of 287 shares remaining for issuance were

retired with the approval and adoption of the 2024 Omnibus Plan.

The 2024 Omnibus Plan permits grants of equity awards to employees,

directors, consultants and other independent contractors.

Our board of directors and stockholders have approved a total reserve of

1,600,00 shares for issuance under the 2024 Omnibus Plan.

2017 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.

Our board of directors

and stockholders have approved a total reserve of 53,333 shares for issuance under the 2017 Plan.

2019 Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.

Our board of directors

and stockholders have approved a total reserve of 174,380 shares for issuance out of which 10,000 shares have been exercised under

the 2019 Plan.

A total of 287 shares remaining for issuance were retired with the approval and adoption of the 2024 Omnibus Plan.

2024 Omnibus Plan permits grants of equity awards to employees, directors, consultants and other independent contractors.

of directors and stockholders have approved a total reserve of 1,600,00 shares for issuance under the 2024 Omnibus Plan.

Stock Option and Stock Issuance Plan

The 2017 Stock Option and Stock

Issuance Plan (or the “2017 Plan”) is intended to promote the interests of our company by providing eligible persons in our

employment or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in our

company as an incentive for them to continue in such employment or service.

Individuals eligible to participate

in the 2017 Plan are as follows:

employees (3 eligible employees),

non-employee members of the Board of Directors or the non-employee

members of the Board of Directors of any parent or subsidiary (5 eligible non-employee directors), and

consultants and other independent contractors who provide services

to us (or any parent or subsidiary).

Our Board, as plan administrator,

or a committee solely of two or more directors, has broad authority to administer the 2017 Plan, including the authority to determine

which eligible persons are to receive any grants of options or direct issuances of stock, the time or times when such grants or issuances

are to be made, the number of shares to be covered by each such grant or issuance, the time or times when each option is to become exercisable,

the vesting schedule (if any) applicable to the option shares or issued shares and the maximum term for which the option is to remain

outstanding or the consideration to paid by the participant for such shares, as applicable.

The Board of Directors has granted the power

to administer the 2017 Plan to the Board’s Compensation Committee.

The Common Stock issuable under

the 2017 Plan shall be shares of authorized but unissued or reacquired Common Stock.

The maximum number of shares of Common Stock which

may be issued over the term of the 2017 Plan shall not exceed 53,333 shares.

The shares of Common Stock underlying the 2017 Plan options

have been registered on our registration statement on Form S-8 (File No.

Awards under the 2017 Plan may

be in the form of incentive or non-statutory stock options or stock directly at the discretion of the Board of Directors.

the 2017 Plan generally will not be transferable other than by will or inheritance laws.

The Board of Directors has the discretion to

grant options which are exercisable for unvested shares of Common Stock.

Should the recipient cease service to the Company while holding

such unvested shares, we have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares.

The exercise price per share

of any options granted under the 2017 Plan is fixed by the Board of Directors or its designated committee in accordance with the following

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined in the 2017 Plan) per share

of Common Stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder, then the exercise price per

share shall not be less than 110% of the Fair Market Value per share of Common Stock on the option grant date.

The exercise price shall

become immediately due and payable upon exercise of the option.

The purchase price per share

of any Common Stock issued under the 2017 Plan shall be fixed by the Board of Directors or its designated committee in accordance with

the following provisions:

the purchase price per share shall not be less than 100% of the Fair Market Value per share of Common Stock

on the issue date.

However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less than 110% of such

Fair Market Value.

The number and type of shares

available under the 2017 Plan and any outstanding award, as well as the exercise or purchase price of any award, as applicable are subject

to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares

or other change affecting the Company’s Common Stock as a class without the Company’s receipt of consideration.

Our Board of Directors has the

discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Company’s repurchase

rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate on an accelerated

basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the recipient of the shares

should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18 months) following

the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than 50% or the sale,

transfer or other disposition of substantially all of the Company’s assets in complete liquidation or dissolution of the Company

(each such transaction a “Corporate Transaction”).

The shares subject to each option

outstanding under the 2017 Plan at the time of a Corporate Transaction, along with all outstanding repurchase rights, will automatically

vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction, becomes exercisable for

all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully-vested

shares of Common Stock unless such option is assumed by the successor corporation in the Corporate Transaction and any repurchase rights

of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation, such option is to

be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares

at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to

those unvested option shares or the acceleration of such option is subject to other limitations imposed by the Board of Directors at

the time of the option grant.

Immediately following the consummation of the Corporate Transaction, all outstanding options terminate

and cease to be outstanding, except to the extent assumed by the successor corporation.

Our Board of Directors has complete

and exclusive power and authority to amend or modify the 2017 Plan in any or all respects.

However, no such amendment or modification

may adversely affect the rights and obligations with respect to options or unvested stock issuances at the time outstanding under the

2017 Plan unless the recipient consents to such amendment or modification.

In addition, certain amendments may require stockholder approval

pursuant to applicable laws and regulations.

Amended and Restated 2019 Stock Option and Stock Issuance Plan

The Amended and Restated 2019

2017 Stock Option and Stock Issuance Plan (or the “2017 Plan”) is intended to promote the interests of our company by providing

eligible persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary

interest, in our company as an incentive for them to continue in such employ or service.

Individuals eligible to participate

in the 2019 Plan are as follows:

non-employee members of the Board of Directors or the non-employee

members of the Board of Directors of any parent or subsidiary (5 eligible non-employee directors), and

consultants and other independent contractors who provide services

to us (or any parent or subsidiary).

Our Board of Directors, as plan

administrator, or a committee solely of two or more directors has broad authority to administer the 2019 Plan, including the authority

to determine which eligible persons are to receive any grants of options or direct issuance issuances of stock, the time or times when

such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance, the time or times when each

such option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued shares and the maximum

eligible persons in our employment or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary

interest, in our company as an incentive for them to continue in such employment or service.

eligible to participate in the 2017 Plan are as follows:

(3 eligible employees),

members of the Board of Directors or the non-employee members of the Board of Directors of any parent or subsidiary (5 eligible non-employee

directors), and

and other independent contractors who provide services to us (or any parent or subsidiary).

Board, as plan administrator, or a committee solely of two or more directors, has broad authority to administer the 2017 Plan, including

the authority to determine which eligible persons are to receive any grants of options or direct issuances of stock, the time or times

when such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance, the time or times when

each option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued shares and the maximum

term for which the option is to remain outstanding or the consideration to paid by the participant for such shares, as applicable.

Board of Directors has granted the power to administer the 2017 Plan to the Board’s Compensation Committee.

The Common Stock issuable under

the 2019 Plan shall be shares of authorized but unissued or reacquired Common Stock.

The maximum number of shares of Common Stock which

may be issued over the term of the 2019 Plan shall not exceed 174,667 shares.

The shares of Common Stock underlying the 2019 Plan options

have been registered on our registration statement on Form S-8 (File No.

Awards under the 2019 Plan may

be in the form of incentive or non-statutory stock options or stock directly at the discretion of the Board of Directors.

the 2019 Plan generally will not be transferable other than by will or inheritance laws.

The Board of Directors has the discretion to

grant options which are exercisable for unvested shares of Common Stock.

Should the recipient cease service to the Company while holding

such unvested shares, we have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares.

The exercise price per share

shall of any options granted under the 2019 Plan be fixed by the Board of Directors or its designated committee in accordance with the

following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined in the 2019 Plan)

per share of Common Stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder, then the exercise

price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the option grant date.

price shall become immediately due and payable upon exercise of the option.

The purchase price per share

of any Common Stock issued under the 2019 Plan shall be fixed by the Board of Directors or its designated committee in accordance with

the following provisions:

the purchase price per share shall not be less than 100% of the Fair Market Value per share of Common Stock

on the issue date.

However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less than 110% of such

Fair Market Value.

The number and type of shares

available under the 2019 Plan and any outstanding award, as well as the exercise or purchase prices of any award, as applicable are subject

to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares

or other change affecting the Company’s Common Stock as a class without the Company’s receipt of consideration.

Our Board of Directors has the

discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Company’s repurchase

rights with respect to those shares remain outstanding, to provide that those rights will automatically terminate on an accelerated basis,

and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the recipient of the shares should

be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18 months) following the

effective date of any merger or consolidation in which the Company undergoes a change of control of greater than 50% or the sale, transfer

or other disposition of substantially all of the Company’s assets in complete liquidation or dissolution of the Company (each such

transaction a “Corporate Transaction”).

The shares subject to each option

outstanding under the 2019 Plan at the time of a Corporate Transaction, along with all outstanding repurchase rights, will automatically

vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction, becomes exercisable for

all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully-vested

shares of Common Stock unless such option is assumed by the successor corporation in the Corporate Transaction and any repurchase rights

of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation, such option is to

be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares

at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to

those unvested option shares or the acceleration of such option is subject to other limitations imposed by the Board of Directors at

the time of the option grant.

Immediately following the consummation of the Corporate Transaction, all outstanding options terminate

and cease to be outstanding, except to the extent assumed by the successor corporation.

The Board of Directors has complete

and exclusive power and authority to amend or modify the 2019 Plan in any or all respects.

However, no such amendment or modification

may adversely affect the rights and obligations with respect to options or unvested stock issuances at the time outstanding under the

2019 Plan unless the recipient consents to such amendment or modification.

In addition, certain amendments may require stockholder approval

pursuant to applicable laws and regulations.

common stock issuable under the 2017 Plan shall be shares of authorized but unissued or reacquired common stock.

The maximum number of

shares of common stock which may be issued over the term of the 2017 Plan shall not exceed 53,333 shares.

The shares of common stock

underlying the 2017 Plan options have been registered on our registration statement on Form S-8 (File No.

under the 2017 Plan may be in the form of incentive or non-statutory stock options or stock directly at the discretion of the Board of

Awards under the 2017 Plan generally will not be transferable other than by will or inheritance laws.

The Board of Directors

has the discretion to grant options which are exercisable for unvested shares of common stock.

Should the recipient cease service to

the Company while holding such unvested shares, we have the right to repurchase, at the exercise price paid per share, any or all of

those unvested shares.

exercise price per share of any options granted under the 2017 Plan is fixed by the Board of Directors or its designated committee in

accordance with the following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined

in the 2017 Plan) per share of common stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder,

then the exercise price per share shall not be less than 110% of the Fair Market Value per share of common stock on the option grant

The exercise price shall become immediately due and payable upon exercise of the option.

purchase price per share of any common stock issued under the 2017 Plan shall be fixed by the Board of Directors or its designated committee

in accordance with the following provisions:

the purchase price per share shall not be less than 100% of the Fair Market Value per share

of common stock on the issue date.

However, the purchase price per share of common stock issued to a 10% Stockholder shall not be less

than 110% of such Fair Market Value.

number and type of shares available under the 2017 Plan and any outstanding award, as well as the exercise or purchase price of any award,

as applicable are subject to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination of

shares, exchange of shares or other change affecting the Company’s common stock as a class without the Company’s receipt

of consideration.

Board of Directors has the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the

Company’s repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate

on an accelerated basis, and the shares of common stock subject to those terminated rights shall immediately vest, in the event the recipient

of the shares should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18

months) following the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than

50% or the sale, transfer or other disposition of substantially all of the Company’s assets in complete liquidation or dissolution

of the Company (each such transaction a “Corporate Transaction”).

shares subject to each option outstanding under the 2017 Plan at the time of a Corporate Transaction, along with all outstanding repurchase

rights, will automatically vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction,

becomes exercisable for all of the shares of common stock at the time subject to that option and may be exercised for any or all of those

shares as fully-vested shares of common stock unless such option is assumed by the successor corporation in the Corporate Transaction

and any repurchase rights of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation,

such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested

option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule

applicable to those unvested option shares or the acceleration of such option is subject to other limitations imposed by the Board of

Directors at the time of the option grant.

Immediately following the consummation of the Corporate Transaction, all outstanding options

terminate and cease to be outstanding, except to the extent assumed by the successor corporation.

Board of Directors has complete and exclusive power and authority to amend or modify the 2017 Plan in any or all respects.

such amendment or modification may adversely affect the rights and obligations with respect to options or unvested stock issuances at

the time outstanding under the 2017 Plan unless the recipient consents to such amendment or modification.

In addition, certain amendments

may require stockholder approval pursuant to applicable laws and regulations.

and Restated 2019 Stock Option and Stock Issuance Plan

Amended and Restated 2019 Stock Option and Stock Issuance Plan (or the “2019 Plan”) is intended to promote the interests

of our company by providing eligible persons in our employ or service with the opportunity to acquire a proprietary interest, or otherwise

increase their proprietary interest, in our company as an incentive for them to continue in such employ or service.

eligible to participate in the 2019 Plan are as follows:

members of the Board of Directors or the non-employee members of the Board of Directors of any parent or subsidiary (5 eligible non-employee

directors), and

and other independent contractors who provide services to us (or any parent or subsidiary).

Board of Directors, as plan administrator, or a committee solely of two or more directors has broad authority to administer the 2019

Plan, including the authority to determine which eligible persons are to receive any grants of options or direct issuance issuances of

stock, the time or times when such grants or issuances are to be made, the number of shares to be covered by each such grant or issuance,

the time or times when each such option is to become exercisable, the vesting schedule (if any) applicable to the option shares or issued

shares and the maximum term for which the option is to remain outstanding or the consideration to paid by the participant for such shares,

as applicable.

The Board of Directors has granted the power to administer the 2019 Plan to the Board’s Compensation Committee.

common stock issuable under the 2019 Plan shall be shares of authorized but unissued or reacquired common stock.

The maximum number

of shares of common stock which may be issued over the term of the 2019 Plan shall not exceed 174,667 shares.

The shares of common

stock underlying the 2019 Plan options have been registered on our registration statement on Form S-8 (File No.

under the 2019 Plan may be in the form of incentive or non-statutory stock options or stock directly at the discretion of the Board of

Awards under the 2019 Plan generally will not be transferable other than by will or inheritance laws.

The Board of Directors

has the discretion to grant options which are exercisable for unvested shares of common stock.

Should the recipient cease service to

the Company while holding such unvested shares, we have the right to repurchase, at the exercise price paid per share, any or all of

those unvested shares.

exercise price per share shall of any options granted under the 2019 Plan be fixed by the Board of Directors or its designated committee

in accordance with the following provisions:

the exercise price per share shall not be less than 100% of the Fair Market Value (as defined

in the 2019 Plan) per share of common stock on the option grant date.

If the person to whom the option is granted is a 10% stockholder,

then the exercise price per share shall not be less than 110% of the Fair Market Value per share of common stock on the option grant

The exercise price shall become immediately due and payable upon exercise of the option.

purchase price per share of any common stock issued under the 2019 Plan shall be fixed by the Board of Directors or its designated committee

in accordance with the following provisions:

the purchase price per share shall not be less than 100% of the Fair Market Value per share

of common stock on the issue date.

However, the purchase price per share of common stock issued to a 10% Stockholder shall not be less

than 110% of such Fair Market Value.

number and type of shares available under the 2019 Plan and any outstanding award, as well as the exercise or purchase prices of any

award, as applicable are subject to customary adjustments in the event of any stock split, stock dividend, recapitalization, combination

of shares, exchange of shares or other change affecting the common stock as a class without our receipt

of consideration.

Board of Directors has the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the

Company’s repurchase rights with respect to those shares remain outstanding, to provide that those rights will automatically terminate

on an accelerated basis, and the shares of common stock subject to those terminated rights shall immediately vest, in the event the recipient

of the shares should be subsequently terminated by reason of an involuntary termination within a designated period (not to exceed 18

months) following the effective date of any merger or consolidation in which the Company undergoes a change of control of greater than

50% or the sale, transfer or other disposition of substantially all of the Company’s assets in complete liquidation or dissolution

of the Company (each such transaction a “Corporate Transaction”).

shares subject to each option outstanding under the 2019 Plan at the time of a Corporate Transaction, along with all outstanding repurchase

rights, will automatically vest in full so that each such option, immediately prior to the effective date of the Corporate Transaction,

becomes exercisable for all of the shares of common stock at the time subject to that option and may be exercised for any or all of those

shares as fully-vested shares of common stock unless such option is assumed by the successor corporation in the Corporate Transaction

and any repurchase rights of the Company with respect to the unvested option shares are concurrently assigned to such successor corporation,

such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested

option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule

applicable to those unvested option shares or the acceleration of such option is subject to other limitations imposed by the Board of

Directors at the time of the option grant.

Immediately following the consummation of the Corporate Transaction, all outstanding options

terminate and cease to be outstanding, except to the extent assumed by the successor corporation.

Board of Directors has complete and exclusive power and authority to amend or modify the 2019 Plan in any or all respects.

such amendment or modification may adversely affect the rights and obligations with respect to options or unvested stock issuances at

the time outstanding under the 2019 Plan unless the recipient consents to such amendment or modification.

In addition, certain amendments

may require stockholder approval pursuant to applicable laws and regulations.

Omnibus Plan Summary

The purpose of

the 2024 Omnibus Plan is to promote the success and enhance the value of the Company by linking the personal interest of the participants

to those of the Company’s stockholders by providing the participants with an incentive for outstanding performance.

Eligible Participants .

Any non-employee director, officer, employee or consultant of the Company or its subsidiaries or affiliates will be eligible to participate

in the 2024 Omnibus Plan.

As of October 4, 2024, we had five non-employee directors, two officers, 105 employees and three consultants,

although we expect that, based on our current usage, awards will be generally limited to approximately five non-employee directors, two

officers ten employees, and three consultants.

Effective Date.

Omnibus Plan will remain in effect until it expires 10 years thereafter or, if sooner, is terminated by the Board.

Types of Awards.

Omnibus Plan provides for the grant of options to purchase shares of our Common Stock, including stock options intended to qualify as

incentive stock options (“ISOs”) under Section 422 of the Code and nonqualified stock options that are not intended to so

qualify (“NQSOs”), stock appreciation rights (“SARs”), restricted stock awards, and other equity-based or equity-related

awards including restricted stock units and performance units (each, an “Award”).

The purpose of the 2024 Omnibus Plan is to promote the success and enhance the value of the Company by linking the personal interest

of the participants to those of the Company’s stockholders by providing the participants with an incentive for outstanding performance.

Participants .

Any non-employee director, officer, employee or consultant of the Company or its subsidiaries or affiliates will be

eligible to participate in the 2024 Omnibus Plan.

As of December 31, 2025, we had five non-employee directors, two officers, 268 employees

and three consultants, although we expect that, based on our current usage, awards will be generally limited to approximately five non-employee

directors, two officers, ten employees, and three consultants.

The 2024 Omnibus Plan will remain in effect until it expires 10 years thereafter or, if sooner, is terminated by the Board.

The 2024 Omnibus Plan provides for the grant of options to purchase shares of our common stock, including stock options

intended to qualify as incentive stock options (“ ISOs ”) under Section 422 of the Code and nonqualified stock options

that are not intended to so qualify (“ NQSOs ”), stock appreciation rights (“ SARs ”), restricted stock

awards, and other equity-based or equity-related awards including restricted stock units and performance units (each, an “ Award ”).

Administration.

Omnibus Plan shall be administered by the Compensation Committee of the Board or, with respect to non-employee directors, the Board.

The 2024 Omnibus Plan shall be administered by the Compensation Committee of the Board or, with respect to non-employee directors,

The Compensation Committee shall consist of 2 or more individuals, each of whom qualifies as:

4 unchanged sentences

regulation is in effect from time to time.

All references in the 2024 Omnibus Plan to the “Compensation Committee” shall be,

as applicable, to the Board or the Compensation Committee.

The Compensation Committee has board power and authority to administer the

2024 Omnibus Plan including, without limitation, to interpret the terms of, and determine any matter arising pursuant to, the 2024 Omnibus

Plan or any award agreement, to correct any defects and reconcile any inconsistencies in the 2024 Omnibus Plan or any award agreement,

All references in the 2024 Omnibus Plan to the “Compensation Committee” shall

be, as applicable, to the Board or the Compensation Committee.

The Compensation Committee has board power and authority to administer

the 2024 Omnibus Plan including, without limitation, to interpret the terms of, and determine any matter arising pursuant to, the 2024

Omnibus Plan or any award agreement, to correct any defects and reconcile any inconsistencies in the 2024 Omnibus Plan or any award agreement,

and to make all other decisions or determinations that may be required pursuant to the 2024 Omnibus Plan or an award agreement.

Share Reserve.

to adjustment as provided below, the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted

under the 2024 Omnibus Plan will be 1,600,000 shares of Common Stock (the “Share Pool”).

No awards will be granted under the

2019 Plan or any other prior plan on or after the effective date of the 2024 Omnibus Plan.

Shares of Common Stock granted under the 2024

Omnibus Plan will consist, in whole or in part, of authorized and unissued Common Stock or of treasury Common Stock or of Common Stock

purchased on the open market.

Solely for purposes of counting

the number of shares of Common Stock available for grant under the 2024 Omnibus Plan, the following share counting rules shall apply:

Each share of Common Stock that is subject to an Award granted under

2024 Omnibus Plan shall reduce the Share Pool by one (1) shares of Common Stock.

If the shares of Common Stock are not delivered

in connection with any Award because the Award is settled in cash rather than in Common Stock, no Common Stock shall be counted against

the Share Pool.

If, after the effective date, any Award granted under the 2024 Omnibus

Plan is forfeited or otherwise expires, terminates or is canceled or forfeited without the delivery of all Common Stock subject thereto,

or is settled other than wholly by delivery of Common Stock (including cash settlement), then, the number of shares of Common Stock

subject to such Award shall be added to the Share Pool as one (1) Common Stock.

The following shares of Common Stock shall not be added to the Share

Pool upon the occurrence of any of the following:

(a) Common Stock tendered or withheld by the Company in payment of the exercise

price of an option Award under the 2024 Omnibus Plan;

(b) Common Stock tendered or withheld by the Company to satisfy any tax withholding

obligation with respect to an Award under the 2024 Omnibus Plan;

are not issued in connection with its stock settlement on exercise thereof;

and (d) Common Stock reacquired by the Company on the

open market or otherwise using cash proceeds from the exercise of options under the 2024 Omnibus Plan.

Other Plan Limits.

maximum aggregate number of shares of Common Stock in the Share Pool that may be issued pursuant to ISOs is 1,600,000 (the “ISO

Limit for Non-Employee Directors .

The aggregate grant date fair value of Awards (including Share-based and cash-based Awards) that may be granted under the 2024 Omnibus

Plan to a non-employee director, plus the aggregate amount of all cash payments made to such non-employee director, for service as director

during any fiscal year may not exceed $550,000.

Subject to adjustment as provided below, the maximum aggregate number of shares of common stock that may be issued pursuant

to Awards granted under the 2024 Omnibus Plan will be 1,600,000 shares of common stock (the “ Share Pool ”).

will be granted under the 2019 Plan or any other prior plan on or after the effective date of the 2024 Omnibus Plan.

Shares of common stock granted under the 2024 Omnibus Plan will consist, in whole or in part, of authorized and unissued common stock, of treasury common stock, or of common stock purchased on the open market.

for purposes of counting the number of shares of common stock available for grant under the 2024 Omnibus Plan, the following share counting

rules shall apply:

share of common stock that is subject to an Award granted under 2024 Omnibus Plan shall reduce the Share Pool by one (1) shares of

common stock.

If the shares of common stock are not delivered in connection with any Award because the Award is settled in cash rather

than in common stock, no common stock shall be counted against the Share Pool.

after the effective date, any Award granted under the 2024 Omnibus Plan is forfeited or otherwise expires, terminates or is canceled

or forfeited without the delivery of all common stock subject thereto, or is settled other than wholly by delivery of common stock

(including cash settlement), then, the number of shares of common stock subject to such Award shall be added to the Share Pool as

one (1) common stock.

following shares of common stock shall not be added to the Share Pool upon the occurrence of any of the following:

(a) common stock

tendered or withheld by the Company in payment of the exercise price of an option Award under the 2024 Omnibus Plan;

(b) common stock

tendered or withheld by the Company to satisfy any tax withholding obligation with respect to an Award under the 2024 Omnibus Plan;

(c) common stock subject to a SAR under the 2024 Omnibus Plan that are not issued in connection with its stock settlement on exercise

and (d) common stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of

options under the 2024 Omnibus Plan.

The maximum aggregate number of shares of common stock in the Share Pool that may be issued pursuant to ISOs is 1,600,000

(the “ISO limit”).

for Non-Employee Directors .

The aggregate grant date fair value of Awards (including Share-based and cash-based Awards) that may

be granted under the 2024 Omnibus Plan to a non-employee director, plus the aggregate amount of all cash payments made to such non-employee

director, for service as director during any fiscal year may not exceed $550,000.

Adjustments .

of any recapitalization, reclassification, stock dividend, stock split, reverse stock split, rights offering, spin-off, other distribution

with respect to the shares of Common Stock, any “equity restructuring” (as defined in Accounting Standards Codification 718),

or any similar corporate transaction the Compensation Committee shall, to the extent it deems equitable and appropriate to prevent dilution

or enlargement of rights, make a proportionate adjustment in:

(a) the number and class of shares of Common Stock made available for grant;

(b) the number of shares of Common Stock set forth in Section 7.2(h) of the 2024 Omnibus Plan and any other similar numeric limit expressed

in the 2024 Omnibus Plan;

In the event of any recapitalization, reclassification, stock dividend, stock split, reverse stock split, rights offering, spin-off,

other distribution with respect to the shares of common stock, any “equity restructuring” (as defined in Accounting Standards

Codification 718), or any similar corporate transaction the Compensation Committee shall, to the extent it deems equitable and appropriate

to prevent dilution or enlargement of rights, make a proportionate adjustment in:

(a) the number and class of shares of common stock

made available for grant;

(b) the number of shares of common stock set forth in Section 7.2(h) of the 2024 Omnibus Plan and any other

similar numeric limit expressed in the 2024 Omnibus Plan;

rights subject to the then-outstanding Awards;

(d) the performance targets or goals appropriate to any outstanding Awards;

or (e) any other terms of an Award that are affected

by the event.

Description of Awards

Stock Options .

option is a right to purchase Common Stock in the future at an exercise price determined by the Compensation Committee at the date of

Generally, the per-Share exercise price for stock options will not be less than the fair market value on the date of grant (and

not less than 110% of such fair market value for ISO grants made to holders of more than 10% of the Company’s voting power).

terms and conditions of stock options (including exercise price and vesting) will be determined by the Compensation Committee subject

to limits set forth in the 2024 Omnibus Plan and as set forth in the applicable award agreement.

All stock options granted under the

2024 Omnibus Plan will be NQSOs unless the applicable award agreement expressly states that the stock option is intended to be an ISO.

other terms of an Award that are affected by the event.

A stock option is a right to purchase common stock in the future at an exercise price determined by the Compensation Committee

at the date of grant.

Generally, the per-Share exercise price for stock options will not be less than the fair market value on the date

of grant (and not less than 110% of such fair market value for ISO grants made to holders of more than 10% of the Company’s voting

The terms and conditions of stock options (including exercise price and vesting) will be determined by the Compensation Committee

subject to limits set forth in the 2024 Omnibus Plan and as set forth in the applicable award agreement.

All stock options granted under

the 2024 Omnibus Plan will be NQSOs unless the applicable award agreement expressly states that the stock option is intended to be an

All terms and conditions of all grants of ISOs will be subject to Section 422 of the Code and the regulations promulgated thereunder.

The maximum term for an option is 10 years.

The exercise price of a stock

option will be permitted to be paid with cash or its equivalent (e.g., check) or, in the sole and plenary discretion of the Compensation

Committee, in Common Stock (whether or not previously owned by the holder) having a fair market value equal to the aggregate option price

for the Shares being purchased and satisfying such other requirements as may be imposed by the Compensation Committee;

partly in cash

and, to the extent permitted by the Compensation Committee, partly in such Common Stock or, subject to such requirements as may be imposed

by the Compensation Committee, through the delivery of irrevocable instructions to a broker to sell Common Stock obtained upon the exercise

of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for

the Common Stock being purchased.

A SAR is an unfunded

and unsecured promise to deliver Common Stock or cash equal to the appreciation of the Fair Market Value of a Common Stock over an exercise

The per-Common Stock exercise price of a SAR will not be less than the Fair Market Value per Common Stock on the date of grant.

Each SAR will be vested and exercisable at such time, in such manner and subject to such terms and conditions as the Compensation Committee

may, in its discretion, specify in the applicable award agreement or thereafter.

Upon exercise of a SAR, the holder will receive the

value of the appreciation in the Common Stock subject to the SAR over the exercise price.

SARs will be permitted to be settled in cash

or Common Stock or a combination, as determined by the Compensation Committee.

The maximum term for a SAR is 10 years.

Restricted Stock .

of restricted stock will be an actual Common Stock granted under the 2024 Omnibus Plan that will be subject to certain transfer restrictions,

forfeiture provisions and/or other terms and conditions specified in the 2024 Omnibus Plan and in the applicable award agreement.

terms and conditions of restricted shares will be determined by the Compensation Committee and set forth in the applicable award agreement,

including the vesting schedule, vesting criteria (including any performance goals), term and methods and form of settlement.

shares will be evidenced in such manner as the Compensation Committee may determine.

Any restricted stock granted under the 2024 Omnibus

Plan shall be evidenced in such manner as the Compensation Committee may deem appropriate, including book-entry registration or issuance

of a stock certificate or certificates (in which case, the certificate(s) representing such Common Stock shall be legended as to sale,

transfer, assignment, pledge or other encumbrances during the restriction period and deposited by the holder, together with a stock power

endorsed in blank, with the Company, to be held in escrow during the restriction period).

Other Stock-Based Awards (Including

RSUs and Stock Grants and Stock Units and Performance Units) .

Another stock-based award is an equity-based or equity-related compensation

Award not previously described above.

Outright grants of fully vested Common Stock (whether payable in cash, equity or otherwise), performance

units, restricted stock units, and dividend equivalents.

The Compensation Committee will determine the amounts and terms and conditions

of any such Awards, provided that they comply with applicable laws.

Dividends or dividend equivalents, payable in cash, shares of Common

Stock, or a combination thereof, on a deferred basis, on such terms and conditions as may be determined by the Compensation Committee

in its sole discretion.

Notwithstanding the foregoing, any dividends (including payable in connection with restricted stock) or dividend

equivalents (payable in connection with awards other than options or SARs or cash-settled phantom awards) shall in all events be subject

to the same restrictions and risk of forfeiture as the underlying award and shall not be paid unless and until the underlying award is

vested or earned.

Description of Other Plan Terms

Change of Control.

as otherwise provided in an award agreement or employment agreement, upon the closing of a transaction that results in a Change of Control,

(a) all Awards that are subject to restrictions based solely on the passage of time shall become fully vested, exercisable and

all restrictions on such Awards shall lapse;

and (b) any Awards that are subject to restrictions based on the attainment of Performance

Goals shall immediately vest in full at the greater of the target level of performance or actual performance through the date of the

closing of the Change of Control.

In addition, upon, or in anticipation of, a Change of Control, the Compensation Committee may:

cause all or a part of outstanding Awards to be cancelled and terminated as of a specified date and give each participant the right to

exercise such Awards during a period of time as the Committee, in its sole discretion, shall determine;

or (2) cause all or a part of

outstanding Awards to be cancelled and terminated as of a specified date in exchange for a payment or right to payment pursuant to the

terms and conditions set forth in the Change of Control transaction documents if, and only if, the participant signs (and not revoke)

an equity award termination agreement and release of claims in favor of the Company.

Amendment and Termination .

With the approval of the Board, at any time and from time to time, the Compensation Committee may terminate, amend or modify the Plan;

provided, however, that any such action of the Compensation Committee shall be subject to the approval of the stockholders to the extent

necessary to comply with any applicable law, regulation, or rule of the stock exchange on which the shares of Stock are listed, quoted

Except as provided in Section 4.4 of the 2024 Omnibus Plan, neither the Board nor the Compensation Committee may, without

the approval of stockholders:

exercise price of a stock option will be permitted to be paid with cash or its equivalent (e.g., check) or, in the sole and plenary discretion

of the Compensation Committee, in common stock (whether or not previously owned by the holder) having a fair market value equal to the

aggregate option price for the Shares being purchased and satisfying such other requirements as may be imposed by the Compensation Committee;

partly in cash and, to the extent permitted by the Compensation Committee, partly in such common stock or, subject to such requirements

as may be imposed by the Compensation Committee, through the delivery of irrevocable instructions to a broker to sell common stock obtained

upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate

Option Price for the common stock being purchased.

A SAR is an unfunded and unsecured promise to deliver common stock or cash equal to the appreciation of the Fair Market Value of a common stock over an exercise price.

The per-common stock exercise price of a SAR will not be less than the Fair Market Value per common stock

on the date of grant.

Each SAR will be vested and exercisable at such time, in such manner and subject to such terms and conditions as

the Compensation Committee may, in its discretion, specify in the applicable award agreement or there after.

Upon exercise of a SAR,

the holder will receive the value of the appreciation in the common stock subject to the SAR over the exercise price.

SARs will be permitted

to be settled in cash or common stock or a combination, as determined by the Compensation Committee.

The maximum term for a SAR is 10

A share of restricted stock will be an actual common stock granted under the 2024 Omnibus Plan that will be subject to certain

transfer restrictions, forfeiture provisions and/or other terms and conditions specified in the 2024 Omnibus Plan and in the applicable

award agreement.

The terms and conditions of restricted shares will be determined by the Compensation Committee and set forth in the

applicable award agreement, including the vesting schedule, vesting criteria (including any performance goals), term and methods and

form of settlement.

Restricted shares will be evidenced in such manner as the Compensation Committee may determine.

Any restricted stock

granted under the 2024 Omnibus Plan shall be evidenced in such manner as the Compensation Committee may deem appropriate, including book-entry

registration or issuance of a stock certificate or certificates (in which case, the certificate(s) representing such common stock shall

be legended as to sale, transfer, assignment, pledge or other encumbrances during the restriction period and deposited by the holder,

together with a stock power endorsed in blank, with the Company, to be held in escrow during the restriction period).

Stock-Based Awards (Including RSUs and Stock Grants and Stock Units and Performance Units) .

Another stock-based award is an equity-based

or equity-related compensation Award not previously described above.

Outright grants of fully vested common stock (whether payable in

cash, equity or otherwise), performance units, restricted stock units, and dividend equivalents.

The Compensation Committee will determine

the amounts and terms and conditions of any such Awards, provided that they comply with applicable laws.

Dividends or dividend equivalents,

payable in cash, shares of common stock, or a combination thereof, on a deferred basis, on such terms and conditions as may be determined

by the Compensation Committee in its sole discretion.

Notwithstanding the foregoing, any dividends (including payable in connection with

restricted stock) or dividend equivalents (payable in connection with awards other than options or SARs or cash-settled phantom awards)

shall in all events be subject to the same restrictions and risk of forfeiture as the underlying award and shall not be paid unless and

until the underlying award is vested or earned.

of Other Plan Terms

Except as otherwise provided in an award agreement or employment agreement, upon the closing of a transaction that results

in a Change of Control, then:

(a) all Awards that are subject to restrictions based solely on the passage of time shall become fully

vested, exercisable and all restrictions on such Awards shall lapse;

and (b) any Awards that are subject to restrictions based on the

attainment of Performance Goals shall immediately vest in full at the greater of the target level of performance or actual performance

through the date of the closing of the Change of Control.

In addition, upon, or in anticipation of, a Change of Control, the Compensation

Committee may:

(1) cause all or a part of outstanding Awards to be cancelled and terminated as of a specified date and give each participant

the right to exercise such Awards during a period of time as the Committee, in its sole discretion, shall determine;

or (2) cause all

or a part of outstanding Awards to be cancelled and terminated as of a specified date in exchange for a payment or right to payment pursuant

to the terms and conditions set forth in the Change of Control transaction documents if, and only if, the participant signs (and not

revoke) an equity award termination agreement and release of claims in favor of the Company.

and Termination .

With the approval of the Board, at any time and from time to time, the Compensation Committee may terminate, amend

or modify the Plan;

provided, however, that any such action of the Compensation Committee shall be subject to the approval of the stockholders

to the extent necessary to comply with any applicable law, regulation, or rule of the stock exchange on which the shares of Stock are

listed, quoted or traded.

Except as provided in Section 4.4 of the 2024 Omnibus Plan, neither the Board nor the Compensation Committee

may, without the approval of stockholders:

(a) increase the number of shares available for grant under the 2024 Omnibus Plan;

(b) permit the Compensation

Committee to grant Options or SARs with an exercise price or base value that is below Fair Market Value on the Date of Grant;

the Compensation Committee to extend the exercise period for an Option or SAR beyond 10 years from the Date of Grant;

(d) amend Section

7.1(e) of the 2024 Omnibus Plan to permit the Compensation Committee to reprice previously granted Options;

(e) amend Section 8.1(e)

of the 2024 Omnibus Plan to permit the Compensation Committee to reprice previously granted SARs;

(f) extend the duration of the 2024

Omnibus Plan;

or (g) expand the type of awards available for grant under the 2024 Omnibus Plan or expand the class of participants eligible

to participate in the 2024 Omnibus Plan.

the Compensation Committee to grant Options or SARs with an exercise price or base value that is below Fair Market Value on the Date

(c) permit the Compensation Committee to extend the exercise period for an Option or SAR beyond 10 years from the Date of Grant;

(d) amend Section 7.1(e) of the 2024 Omnibus Plan to permit the Compensation Committee to reprice previously granted Options;

Section 8.1(e) of the 2024 Omnibus Plan to permit the Compensation Committee to reprice previously granted SARs;

(f) extend the duration

of the 2024 Omnibus Plan;

or (g) expand the type of awards available for grant under the 2024 Omnibus Plan or expand the class of participants

eligible to participate in the 2024 Omnibus Plan.

Assignability .

or interest of a participant in any Award may be pledged, encumbered, or hypothecated to, or in favor of, any party other than the Company

or any subsidiary or affiliate, or shall be subject to any lien, obligation, or liability of such participant to any other party other

than the Company or any subsidiary or affiliate and except as otherwise provided by the Compensation Committee, no Award shall be assigned,

transferred, or otherwise disposed of by a participant other than by will or the laws of descent and distribution or, if applicable,

until the expiration of any period during which any restrictions are applicable or any performance period as determined by the Compensation

To the extent permitted by applicable law, the Compensation Committee shall have the authority to adopt a policy that is applicable

to existing Awards, new Awards, or both, which permits a participant to transfer Awards during his or her lifetime to any family member.

No right or interest of a participant in any Award may be pledged, encumbered, or hypothecated to, or in favor of, any party other than

the Company or any subsidiary or affiliate, or shall be subject to any lien, obligation, or liability of such participant to any other

party other than the Company or any subsidiary or affiliate and except as otherwise provided by the Compensation Committee, no Award

shall be assigned, transferred, or otherwise disposed of by a participant other than by will or the laws of descent and distribution

or, if applicable, until the expiration of any period during which any restrictions are applicable or any performance period as determined

by the Compensation Committee.

To the extent permitted by applicable law, the Compensation Committee shall have the authority to adopt

a policy that is applicable to existing Awards, new Awards, or both, which permits a participant to transfer Awards during his or her

lifetime to any family member.

Withholding .

or any subsidiary shall have the power and the right to deduct or withhold automatically from any amount deliverable under the award

or otherwise, or require a holder to remit to the Company, up to the maximum statutory amount necessary (or such lower amount that will

not cause an adverse accounting consequence or cost to the Company, in the applicable jurisdiction, to satisfy any federal, state, and

local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result

of the 2024 Omnibus Plan.

With respect to required withholding, holders may elect (subject to the Company’s automatic withholding

right set out above), subject to the express approval of the Compensation Committee, to satisfy the withholding requirement, in whole

or in part, by having the Company withhold Shares having a fair market value on the date the tax is to be determined equal to the amount

necessary to satisfy any federal, state, and local taxes, domestic or foreign taxes that could be imposed on the transaction.

Notwithstanding

any provision of the Plan to the contrary, in an award agreement, the Committee shall include provisions calling for the recapture or

clawback of all or any portion of an Award to the extent necessary to comply with applicable law, including, but not limited to, the

final rules issued by the Securities and Exchange Commission and the Nasdaq Listing Rules (or any other exchange upon which the Stock

is then listed) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Committee also may include

other clawback provisions in the Award Agreement as it determines to be appropriate.

By accepting an Award, each participant agrees to

be bound by, and comply with, any such recapture or clawback provisions and with any Company request or demand for recapture or clawback,

including, without limitation, the provisions of the Company’s Executive Compensation Clawback Policy, as such Policy may be amended

from time to time.

The Company or any subsidiary shall have the power and the right to deduct or withhold automatically from any amount deliverable under

the award or otherwise, or require a holder to remit to the Company, up to the maximum statutory amount necessary (or such lower amount

that will not cause an adverse accounting consequence or cost to the Company, in the applicable jurisdiction, to satisfy any federal,

state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as

a result of the 2024 Omnibus Plan.

With respect to required withholding, holders may elect (subject to the Company’s automatic

withholding right set out above), subject to the express approval of the Compensation Committee, to satisfy the withholding requirement,

in whole or in part, by having the Company withhold Shares having a fair market value on the date the tax is to be determined equal to

the amount necessary to satisfy any federal, state, and local taxes, domestic or foreign taxes that could be imposed on the transaction.

Notwithstanding any provision of the Plan to the contrary, in an award agreement, the Committee shall include provisions calling for

the recapture or clawback of all or any portion of an Award to the extent necessary to comply with applicable law, including, but not

limited to, the final rules issued by the Securities and Exchange Commission and the Nasdaq Listing Rules (or any other exchange upon

which the Stock is then listed) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Committee

also may include other clawback provisions in the Award Agreement as it determines to be appropriate.

By accepting an Award, each participant

agrees to be bound by, and comply with, any such recapture or clawback provisions and with any Company request or demand for recapture

or clawback, including, without limitation, the provisions of the Company’s Executive Compensation Clawback Policy, as such Policy

may be amended from time to time.

Federal Income Tax Consequences

The United States federal income

tax consequences of the issuance and/or exercise of equity-based awards under the 2024 Omnibus Plan are as follows.

The summary is based

on the law as in effect on December 31, 2024.

The summary does not discuss state or local tax consequences or non-U.S.

United States federal income tax consequences of the issuance and/or exercise of equity-based awards under the 2024 Omnibus Plan are

The summary is based on the law as in effect on December 31, 2025.

The summary does not discuss state or local tax consequences

tax consequences.

As a general rule, with the exception

of a fully vested stock grant or stock unit award, a participant will not recognize taxable income with respect to any award at the time

A participant will recognize income on a stock grant award or stock unit award at the time of grant and, subject to any deduction

limitations set forth in the Internal Revenue Code, the Company will be entitled to a concurrent income tax deduction equal to the ordinary

income recognize by the participant.

Incentive Stock Options .

An ISO results in no taxable income to the optionee or a deduction to the Company at the time it is granted or exercised for regular

federal income tax purposes.

However, upon exercise, the excess of the fair market value of the Shares acquired over the option exercise

price is an item of adjustment in computing the alternative minimum taxable income of the optionee, if applicable.

If the optionee holds

the Shares received as a result of an exercise of an ISO for the later of two years from the date of the grant or one year from the date

of exercise, then the gain realized on disposition of the Shares is treated as a long-term capital gain.

If the Shares are disposed of

during this period, however (i.e., a “disqualifying disposition”), then the optionee will include into income, as compensation

for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the Shares, upon exercise of the

option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the Shares over the option

exercise price).

Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the optionee.

In the event of a disqualifying disposition, subject to any deduction limitations set forth in the Internal Revenue Code, the Company

will be entitled to a deduction, in the year of such a disposition, in an amount equal to the amount includible in the optionee’s

income as compensation.

The optionee’s tax basis in the Shares acquired upon exercise of an ISO is equal to the option price paid,

plus any amount includible in his or her income as a result of a disqualifying disposition.

Any further gain realized by the optionee

will be taxed as short-term or long-term capital gain and will not result in any deduction by the Company.

A disqualifying disposition

occurring in the same calendar year as the year of exercise would eliminate the alternative minimum tax effect of the ISO exercise.

The foregoing summary of tax

consequences associated with the exercise of an ISO and the disposition of Shares acquired upon exercise of an ISO assumes that the ISO

is exercised during employment or within three months following termination of employment.

The exercise of an ISO more than three months

following termination of employment will result in the tax consequences described below for NQSOs, except that special rules apply in

the case of disability or death.

An individual’s stock options otherwise qualifying as ISOs will be treated for tax purposes as

NQSOs (and not as ISOs) to the extent that, in the aggregate, they first become exercisable in any calendar year for stock having a fair

market value (determined as of the date of grant) in excess of $100,000.

An NQSO results

in no taxable income to the optionee or deduction to the Company at the time it is granted.

An optionee exercising an NQSO will, at that

time, realize taxable compensation in the amount equal to the excess of the then fair market value of the Shares over the option exercise

Subject to any deduction limitations set forth in the Internal Revenue Code, the Company will be entitled to a deduction for federal

income tax purposes in the year of exercise in an amount equal to the taxable compensation realized by the optionee.

The optionee’s

tax basis in Shares received upon exercise is equal to the sum of the option exercise price plus the amount includible in his or her

income as compensation upon exercise.

Any gain (or loss) upon subsequent

disposition of the Shares will be a long or short-term capital gain to the optionee (or loss), depending upon the holding period of the

The foregoing summary assumes that the Shares acquired upon exercise of an NQSO option are not subject to a substantial risk

of forfeiture.

Stock Appreciation Rights .

The grant of a SAR results in no taxable income to the holder or a deduction to the Company at the time of grant.

A holder of a SAR will,

at the time of exercise, realize taxable compensation in the amount equal to the excess of the then fair market value of the Shares over

the option exercise price.

a general rule, with the exception of a fully vested stock grant or stock unit award, a participant will not recognize taxable income

with respect to any award at the time of grant.

A participant will recognize income on a stock grant award or stock unit award at the

time of grant and, subject to any deduction limitations set forth in the Internal Revenue Code, the Company will be entitled to a concurrent

income tax deduction equal to the ordinary income recognize by the participant.

Stock Options .

An ISO results in no taxable income to the optionee or a deduction to the Company at the time it is granted or exercised

for regular federal income tax purposes.

However, upon exercise, the excess of the fair market value of the Shares acquired over the

option exercise price is an item of adjustment in computing the alternative minimum taxable income of the optionee, if applicable.

the optionee holds the Shares received as a result of an exercise of an ISO for the later of two years from the date of the grant or

one year from the date of exercise, then the gain realized on disposition of the Shares is treated as a long-term capital gain.

Shares are disposed of during this period, however (i.e., a “disqualifying disposition”), then the optionee will include

into income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the

Shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of

the Shares over the option exercise price).

Any additional gain or loss recognized upon the disposition will be recognized as a capital

gain or loss by the optionee.

In the event of a disqualifying disposition, subject to any deduction limitations set forth in the Internal

Revenue Code, the Company will be entitled to a deduction, in the year of such a disposition, in an amount equal to the amount includible

in the optionee’s income as compensation.

The optionee’s tax basis in the Shares acquired upon exercise of an ISO is equal

to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Any further gain

realized by the optionee will be taxed as short-term or long-term capital gain and will not result in any deduction by the Company.

disqualifying disposition occurring in the same calendar year as the year of exercise would eliminate the alternative minimum tax effect

of the ISO exercise.

foregoing summary of tax consequences associated with the exercise of an ISO and the disposition of Shares acquired upon exercise of

an ISO assumes that the ISO is exercised during employment or within three months following termination of employment.

The exercise of

an ISO more than three months following termination of employment will result in the tax consequences described below for NQSOs, except

that special rules apply in the case of disability or death.

An individual’s stock options otherwise qualifying as ISOs will be

treated for tax purposes as NQSOs (and not as ISOs) to the extent that, in the aggregate, they first become exercisable in any calendar

year for stock having a fair market value (determined as of the date of grant) in excess of $100,000.

An NQSO results in no taxable income to the optionee or deduction to the Company at the time it is granted.

An optionee exercising

an NQSO will, at that time, realize taxable compensation in the amount equal to the excess of the then fair market value of the Shares

over the option exercise price.

Subject to any deduction limitations set forth in the Internal Revenue Code, the Company will be entitled

to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation realized by the

holder of the SAR.

To the extent the SAR is settled in Shares, any additional gain or loss recognized upon any later disposition of the

Shares will be capital gain or loss.

Restricted Stock Awards .

A holder acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the Shares on the date

the Shares are no longer subject to a substantial risk of forfeiture (and are freely transferable) unless the holder has elected to make

a timely election pursuant to Section 83(b) of the Code, in which case, the holder will recognize ordinary income on the date the Shares

were acquired.

Upon the sale of Shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between

the sale price and the fair market value upon which the holder recognized ordinary income, will be taxed as a capital gain or loss.

to any deduction limitations set forth in the Internal Revenue Code, the Company generally should be entitled to a deduction equal to

the amount of ordinary income recognized by the holder on the determination date.

Other Stock-Based Awards .

The grant of restricted stock units, performance units, or other stock-based awards will result in no taxable income to the holder or

deduction to the Company.

A holder awarded one of these awards will recognize ordinary income in an amount equal to the fair market value

of the cash or Shares delivered to the holder on the settlement date.

Where an award is settled in the Shares, any additional gain or

loss recognized upon the disposition of such shares or property will be capital gain or loss.

Subject to any deduction limitations set

forth in the Internal Revenue Code, the Company generally should be entitled to a deduction equal to the amount of ordinary income recognized

by the holder on the determination date.

Section 409A .

409A of the Code imposes restrictions on non-qualified deferred compensation.

Failure to satisfy these rules will result in accelerated

taxation, an additional tax to the holder of the amount equal to 20% of the deferred amount and a possible interest charge.

The optionee’s tax basis in Shares received upon exercise is equal to the sum of the option exercise price plus the amount

includible in his or her income as compensation upon exercise.

gain (or loss) upon subsequent disposition of the Shares will be a long or short-term capital gain to the optionee (or loss), depending

upon the holding period of the Shares.

The foregoing summary assumes that the Shares acquired upon exercise of an NQSO option are not

subject to a substantial risk of forfeiture.

Appreciation Rights .

The grant of a SAR results in no taxable income to the holder or a deduction to the Company at the time of grant.

A holder of a SAR will, at the time of exercise, realize taxable compensation in the amount equal to the excess of the then fair market

value of the Shares over the option exercise price.

Subject to any deduction limitations set forth in the Internal Revenue Code, the

Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation

realized by the holder of the SAR.

To the extent the SAR is settled in Shares, any additional gain or loss recognized upon any later

disposition of the Shares will be capital gain or loss.

Stock Awards .

A holder acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the

Shares on the date the Shares are no longer subject to a substantial risk of forfeiture (and are freely transferable) unless the holder

has elected to make a timely election pursuant to Section 83(b) of the Code, in which case, the holder will recognize ordinary income

on the date the Shares were acquired.

Upon the sale of Shares acquired pursuant to a restricted stock award, any gain or loss, based

on the difference between the sale price and the fair market value upon which the holder recognized ordinary income, will be taxed as

a capital gain or loss.

Subject to any deduction limitations set forth in the Internal Revenue Code, the Company generally should be

entitled to a deduction equal to the amount of ordinary income recognized by the holder on the determination date.

Stock-Based Awards .

The grant of restricted stock units, performance units, or other stock-based awards will result in no taxable

income to the holder or deduction to the Company.

A holder awarded one of these awards will recognize ordinary income in an amount equal

to the fair market value of the cash or Shares delivered to the holder on the settlement date.

Where an award is settled in the Shares,

any additional gain or loss recognized upon the disposition of such shares or property will be capital gain or loss.

Subject to any deduction

limitations set forth in the Internal Revenue Code, the Company generally should be entitled to a deduction equal to the amount of ordinary

income recognized by the holder on the determination date.

Section 409A of the Code imposes restrictions on non-qualified deferred compensation.

Failure to satisfy these rules will result

in accelerated taxation, an additional tax to the holder of the amount equal to 20% of the deferred amount and a possible interest charge.

Stock options granted with an exercise price that is not less than the fair market value of the underlying Shares on the date of grant

will not give rise to “deferred compensation” for this purpose unless they involve additional deferral features.

Stock options

granted with an exercise price that is not less than the fair market value of the underlying Shares on the date of grant will not give

rise to “deferred compensation” for this purpose unless they involve additional deferral features.

Stock options that will

be awarded under the 2024 Omnibus Plan are intended to be eligible for this exception.

In addition, it is intended that the provisions

of the 2024 Omnibus Plan comply with Section 409A of the Code, and all provisions of the 2024 Omnibus Plan will be construed and interpreted

in a manner consistent with the requirements for avoiding taxes or penalties under these rules.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth

information about the beneficial ownership of our Common Stock as of March 31, 2025, for:

each person known to us to be the beneficial owner of more than 5%

of our Common Stock;

each named executive officer;

each of our directors;

all of our named executive officers and directors as a group.

Unless otherwise noted below,

the address for each beneficial owner listed on the table is in care of Vivos Therapeutics, Inc., 7921 Southpark Plaza, Suite 210, Littleton,

Colorado 80120.

that will be awarded under the 2024 Omnibus Plan are intended to be eligible for this exception.

In addition, it is intended that the

provisions of the 2024 Omnibus Plan comply with Section 409A of the Code, and all provisions of the 2024 Omnibus Plan will be construed

and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under these rules.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information about the beneficial ownership of our common stock as of April 13, 2026, for:

person known to us to be the beneficial owner of more than 5% of our common stock;

named executive officer;

of our directors;

of our named executive officers and directors as a group.

otherwise noted below, the address for each beneficial owner listed on the table is in care of Vivos Therapeutics, Inc., 7921 Southpark

Plaza, Suite 210, Littleton, Colorado 80120.

We have determined beneficial ownership in accordance with the rules of the SEC.

We believe, based on the information

furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares

of Common Stock that they beneficially own, subject to applicable community property laws.

We have based our calculation of the percentage

of beneficial ownership on 5,889,520 shares of our Common Stock outstanding March 31, 2025.

In computing the number of shares

of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Common Stock

underlying convertible securities of our company held by that person that are currently exercisable or convertible or exercisable or

convertible within 60 days of March 31, 2025.

We did not deem these shares outstanding, however, for the purpose of computing the percentage

ownership of any other person.

of Common Stock Owned

Name of Director

and Officer Beneficial Owners

based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power

with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

We have based our

calculation of the percentage of beneficial ownership on 13,486,006 shares of our common stock outstanding April 13, 2026.

computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed

outstanding shares of common stock underlying convertible securities of our company held by that person that are currently exercisable

or convertible or exercisable or convertible within 60 days of April 13, 2026.

We did not deem these shares outstanding, however, for

the purpose of computing the percentage ownership of any other person.

Shares of Common Stock Owned

Name of Director and Officer Beneficial Owners

Kirk Huntsman (2)

3 unchanged sentences

Matthew Thompson, M.D.

All executive officers

and directors as a group (7 persons) (9)

of Common Stock Owned

Stockholder Beneficial Owners

V-CO Investors,

All 5% stockholders as

a group (1 person)

All executive officers and directors as a group (8 persons) (10)

Shares of Common Stock Owned

Name of 5% Stockholder Beneficial Owners

Investors, LLC and affiliates (1)

All 5% stockholders as a group (1 person)

Less than 1%.

Per Schedule 13G filed on December 17, 2024, V-CO Investors, LLC (“V-CO”)

is the beneficial owner of 514,498 shares of Common Stock.

V-CO has the power to dispose of and the power to vote the shares beneficially

owned by it, which power may be exercised by its manager, SP Manager, LLC (“Manager”) and Mike Skaff.

The Manager is the

investment manager of V-CO.

Michael Skaff is the managing director of the Manager.

The Manager and Michael Skaff may be deemed to

beneficially own the Common Stock (“Shares”) directly beneficially owned by V-CO.

Each Reporting Person disclaims beneficial

ownership with respect to any Shares other than the Shares directly beneficially owned by each entity or individual.

The principal

business address of V-CO is Two Towne Square, Suite 810, Southfield, MI 48076.

Kirk Huntsman beneficially owns (i) indirectly 69,600 shares of

Common Stock through Coronado V Partners, LLC, of which Mr.

Huntsman is a member and manager and (ii) 3,461 shares of Common Stock

purchased in the open market.

Includes 28,933 shares of Common Stock issuable upon exercise of options held by R.

Kirk Huntsman,

all of which are exercisable within 60 days.

Excludes 335,821 shares of Common Stock underlying unvested options.

Kirk Huntsman

and his wife are the members and managers of Coronado V Partners, LLC.

Huntsman may be deemed to have shared voting

and dispositive power of all securities beneficially owned by Coronado V Partners, LLC reported herein.

Bradford Amman is our Chief Financial Officer, Treasurer and Secretary.

Includes 16,547 shares of Common Stock issuable upon exercise of options, all of which are exercisable within 60 days, and 80 shares

of Common Stock purchased in the open market.

Excludes 163,986 shares of Common Stock underlying unvested options.

Per Schedule 13D filed on April 2, 2026:

Investors, LLC, a Wyoming limited liability company (“ V-CO ”), is the direct holder of 514,498 shares of our common

stock, (ii) V-CO Investors 2, LLC, a Wyoming limited liability company (“ V-CO2 ”), is direct holder of 828,000 shares

of our common stock and (iii) V-CO Investors 3, LLC, a Wyoming limited liability company (“ V-CO3 ”), is the direct holder

of 1,353,625 shares of our common stock.

Each of V-CO, V-CO2 and V-CO3 have the power to dispose of and the power to vote the shares owned

by it, which power may be exercised by the manager of each of V-CO, V-CO2 and VCO-3, SP Manager, LLC (“ Manager ”).

affiliates, V-CO, V-CO2 and VCO-3 beneficially own 2,696,123 shares of common stock representing 19.99% of our outstanding common stock.

The Manager is the investment manager of each of V-CO, V-CO2 and VCO-3.

Skaff is the managing director of the Manager and of

New Seneca Partners.

The Manager and Michael C.

Skaff may be deemed to beneficially own the common stock directly beneficially owned by

V-CO, V-CO2 and VCO-3.

Each of V-CO, V-CO2 and VCO-3, the Manager and Mr.

Skaff disclaim beneficial ownership with respect to any shares

other than the shares directly beneficially owned by each entity or individual.

The principal business address of the foregoing entities

Skaff is 18000 Mack Avenue, Grosse Pointe, MI 48230.

The foregoing excludes (i) 3,220,266 shares of

common stock issuable to V-CO upon the exercise of certain common stock warrants;

and (ii) 2,705,768 shares of common stock issuable to

V-CO upon the exercise of certain pre-funded warrants.

The foregoing also excludes (i) 2,329,886 shares of common stock issuable to V-Co

2 upon the exercise of certain common stock warrants;

and (ii) 725,258 shares of common stock issuable to V-Co 2 upon the exercise of

certain pre-funded warrants.

The foregoing further excludes (i) 429,957 shares of common stock issuable to V-Co 3 upon exercise of a pre-funded

(ii) 1,783,582 shares of common stock issuable to V-Co 3 upon exercise of a Series A Warrant;

and (iii) 1,783,582 shares of common

stock issuable to V-Co 3 upon exercise of a Series B Warrant.

Each of these are excluded due to a beneficial ownership blocker provision

under which the holder thereof does not have the right to exercise any of the foregoing to the extent that such exercise would result

in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together

with the holder or any of the holder’s affiliates, of more than 19.99% of the outstanding common stock.

Without such blocker provisions,

V-CO may be deemed to have beneficial ownership of an additional 5,926,034 shares;

V-Co 2 may be deemed to have beneficial ownership of

an additional 3,055,144 shares;

V-Co 3 may be deemed to have beneficial ownership over an additional 3,997,121 shares;

and SP Manager

LLC, and Michael C.

Skaff may have been deemed to have beneficial ownership of an additional 12,978,299 shares.

Kirk Huntsman beneficially owns (i) indirectly 69,600 shares of common stock through Coronado V Partners, LLC, of which Mr.

is a member and manager and (ii) 3,461 shares of common stock purchased in the open market.

Includes 36,133 shares of common stock

issuable upon exercise of options held by R.

Kirk Huntsman, all of which are exercisable within 60 days.

Excludes 328,621 shares

of common stock underlying unvested options.

Kirk Huntsman and his wife are the members and managers of Coronado V Partners, LLC.

Huntsman may be deemed to have shared voting and dispositive power of all securities beneficially owned by Coronado

V Partners, LLC reported herein.

Amman is our Chief Financial Officer, Treasurer and Secretary.

Includes 16,400 shares of common stock issuable upon exercise of options,

held by Mark F.

all of which are exercisable within 60 days, and 80 shares of common stock purchased in the open market.

Excludes 160,133 shares

of common stock underlying unvested options.

7,067 shares of common stock issuable upon exercise of options held by Mark F.

Lindsay, all of which are exercisable within 60 days.

Includes 7,067 shares of Common Stock issuable upon exercise of options

held by Anja Krammer, all of which are exercisable within 60 days.

Includes 7,067 shares of Common Stock issuable upon exercise of options

held by Ralph E.

Green, DDS, MBA, all of which are exercisable within 60 days.

Includes 7,467 shares of Common Stock issuable upon exercise of options

held by Leonard J.

Sokolow, all of which are exercisable within 60 days.

Includes 7,067 shares of Common Stock issuable upon exercise of options

held by Matthew Thompson M.D., all of which are exercisable within 60 days.

(i) 81,215 shares of Common Stock issuable upon exercise

of options held by this group, of which all are exercisable within 60 days.

Excludes 499,807 shares of Common Stock underlying unvested

Certain Relationships and Related Transactions

and Directors Independence.

Other than the executive and

director compensation and other arrangements, which are described in this Annual Report on Form 10-K under the heading “Executive

Compensation”, we are not a party to any related party transactions.

Policies and Procedures for Related Party Transactions

Pursuant to the written charter

of our Audit Committee, the Audit Committee is responsible for reviewing and approving, prior to our entry into any such transaction,

all related party transactions and potential conflict of interest situations involving:

any of our directors, director nominees or executive officers;

any beneficial owner of more than 5% of our outstanding stock;

any immediate family member of any of the foregoing.

Our Audit Committee is responsible

for reviewing any financial transaction, arrangement or relationship that:

involves or will involve, directly or indirectly, any related party identified above;

would cast doubt on the independence of a director;

would present the appearance of a conflict of interest between us and the related party;

is otherwise prohibited by law, rule or regulation.

Our Audit Committee is responsible

for reviewing each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have

a direct or indirect material interest.

Following its review, the Audit Committee will take such action as it deems necessary and appropriate

under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to proceed if it determines

a related party has a direct or indirect material interest in a transaction, arrangement or relationship with us.

Any member of the Audit

Committee who is a related party with respect to a transaction under review will not be permitted to participate in the discussions or

evaluations of the transaction;

however, the Audit Committee member will provide all material information concerning the transaction

to the Audit Committee.

The Audit Committee will report its action with respect to any related party transaction to the board of directors.

Anti-Takeover Effects of Certain Provisions of

Provisions of our bylaws could

make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal of incumbent directors

and otherwise.

These provisions, which are summarized below, are expected to discourage types of coercive takeover practices and inadequate

takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us.

We believe that the benefits of increased

protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure

us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in

an improvement of their terms.

Newly created

directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death,

resignation, disqualification, removal or other cause shall be filled by a majority of the remaining directors on the board.

Our certificate

of incorporation and bylaws authorizes the board of directors to adopt, repeal, rescind, alter or amend our bylaws without shareholder

Except as otherwise

provided, a director may be removed from office only by the affirmative vote of the holders of not less than a majority of the voting

power of the issued and outstanding stock entitled to vote.

Calling of Special Meetings

of Stockholders.

Our bylaws provide that special meetings of stockholders for any purpose or purposes may be called at any time only

by the board of directors or by our Secretary following receipt of one or more written demands from stockholders of record who own, in

the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on the matter or matters to be brought before

the proposed special meeting.

Effects of authorized but

unissued Common Stock and blank check preferred stock.

One of the effects of the existence of authorized but unissued Common Stock

and undesignated preferred stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain

control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management.

If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our

best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might

prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed

acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to

support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover,

or otherwise.

In addition, our certificate

of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares

of preferred stock.

The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution

to holders of shares of Common Stock.

The issuance also may adversely affect the rights and powers, including voting rights, of those

holders and may have the effect of delaying, deterring or preventing a change in control of our company.

Cumulative Voting.

certificate of incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than

a majority of the stock to elect some directors.

Choice of Forum

Our bylaws provide that, unless

we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery

does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for:

(i) any derivative

action or proceeding brought on behalf of us;

(ii) any action asserting a claim for breach of a fiduciary duty owed by any director,

officer, employee, or agent of ours or our stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the

Delaware General Corporation Law, the Certificate of Incorporation, or the bylaws;

and (iv) any action asserting a claim governed by

the internal affairs doctrine.

In addition, our bylaws provide that, unless we consent in writing to the selection of an alternative

forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting

a cause of action arising under the Securities Act.

Our bylaws further provide that any person or entity purchasing or otherwise acquiring

any interest in our shares of capital stock shall be deemed to have notice of and consented to these forum selection clauses.

Section 27 of the Securities

Exchange Act of 1934, as amended (which we refer to herein as the Exchange Act) creates exclusive federal jurisdiction over all suits

brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, our bylaws

provide that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act

or any other claim for which the federal courts have exclusive jurisdiction.

We note, however, that there

is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities

laws and the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for state and federal

courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Indemnification of Directors and Officers

Our Certificate of Incorporation

and bylaws provide that, to the fullest extent permitted by the laws of the State of Delaware, any officer or director of our company,

who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative, by reason of the fact that he/she is or was or has agreed to serve at our request as

a director, officer, employee or agent of our company, or while serving as a director or officer of our company, is or was serving or

has agreed to serve at the request of our company as a director, officer, employee or agent (which includes service as a trustee, partner

or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,

or by reason of any action alleged to have been taken or omitted in such capacity.

For the avoidance of doubt, the foregoing indemnification

obligation includes, without limitation, claims for monetary damages against Indemnitee to the fullest extent permitted under Section

145 of the Delaware General Corporation Law as in existence on the date hereof.

The indemnification provided

shall be from and against expenses (including attorneys’ fees) actually and reasonably incurred by a director or officer in defending

such action, suit or proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to

repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal

that such person is not entitled to be indemnified for such expenses under our certificate of incorporation and bylaws or otherwise.

To the extent that indemnification

for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant

to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as

expressed in the Securities Act and is therefore unenforceable.

If a claim for indemnification against such liabilities (other than the

payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any

action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being

registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of

appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act

and will be governed by the final adjudication of that issue.

Transfer Agent

The transfer agent and registrar,

for our Common Stock is VStock Transfer, LLC.

The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, New York

7,067 shares of common stock issuable upon exercise of options held by Anja Krammer, all of which are exercisable within 60 days.

7,067 shares of common stock issuable upon exercise of options held by Ralph E.

Green, DDS, MBA, all of which are exercisable within

7,467 shares of common stock issuable upon exercise of options held by Leonard J.

Sokolow, all of which are exercisable within 60

7,067 shares of common stock issuable upon exercise of options held by Matthew Thompson M.D., all of which are exercisable within

Includes 3,997 shares of common stock held by an affiliate of Gregg C.E.

(i) 88,268 shares of common stock issuable upon exercise of options held by this group, of which all are exercisable within 60 days.

Excludes 488,754 shares of common stock underlying unvested options.

Certain Relationships and Related Transactions and Directors Independence.

than the executive and director compensation and other arrangements, which are described in this Annual Report on Form 10-K under the

heading “Executive Compensation”, we are not a party to any related party transactions.

and Procedures for Related Party Transactions

to the written charter of our Audit Committee, the Audit Committee is responsible for reviewing and approving, prior to our entry into

any such transaction, all related party transactions and potential conflict of interest situations involving:

of our directors, director nominees or executive officers;

beneficial owner of more than 5% of our outstanding stock;

immediate family member of any of the foregoing.

Audit Committee is responsible for reviewing any financial transaction, arrangement or relationship that:

or will involve, directly or indirectly, any related party identified above;

cast doubt on the independence of a director;

present the appearance of a conflict of interest between us and the related party;

otherwise prohibited by law, rule or regulation.

Audit Committee is responsible for reviewing each such transaction, arrangement or relationship to determine whether a related party

has, has had or expects to have a direct or indirect material interest.

Following its review, the Audit Committee will take such action

as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, cancelling or recommending

to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement

or relationship with us.

Any member of the Audit Committee who is a related party with respect to a transaction under review will not

be permitted to participate in the discussions or evaluations of the transaction;

however, the Audit Committee member will provide all

material information concerning the transaction to the Audit Committee.

The Audit Committee will report its action with respect to any

related party transaction to the board of directors.

Anti-Takeover

Effects of Certain Provisions of Our Bylaws

of our bylaws could make it more difficult to acquire us by means of a merger, tender offer, proxy contest, open market purchases, removal

of incumbent directors and otherwise.

These provisions, which are summarized below, are expected to discourage types of coercive takeover

practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us.

that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal

to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these

proposals could result in an improvement of their terms.

Newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting

from death, resignation, disqualification, removal or other cause shall be filled by a majority of the remaining directors on the board.

Our certificate of incorporation and bylaws authorizes the board of directors to adopt, repeal, rescind, alter or amend our bylaws

without shareholder approval.

Except as otherwise provided, a director may be removed from office only by the affirmative vote of the holders of not less than a majority

of the voting power of the issued and outstanding stock entitled to vote.

of Special Meetings of Stockholders.

Our bylaws provide that special meetings of stockholders for any purpose or purposes may be

called at any time only by the board of directors or by our Secretary following receipt of one or more written demands from stockholders

of record who own, in the aggregate, at least 15% the voting power of our outstanding stock then entitled to vote on the matter or matters

to be brought before the proposed special meeting.

of authorized but unissued common stock and blank check preferred stock.

One of the effects of the existence of authorized but unissued

common stock and undesignated preferred stock may be to enable our board of directors to make more difficult or to discourage an attempt

to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity

of management.

If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal

was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions

that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights

of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might

undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude

the takeover, or otherwise.

addition, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized

and unissued shares of preferred stock.

The issuance of shares of preferred stock could decrease the amount of earnings and assets available

for distribution to holders of shares of common stock.

The issuance also may adversely affect the rights and powers, including voting

rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our company.

Our certificate of incorporation does not provide for cumulative voting in the election of directors, which would allow holders

of less than a majority of the stock to elect some directors.

bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware

(or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the exclusive

(i) any derivative action or proceeding brought on behalf of us;

(ii) any action asserting a claim for breach of a fiduciary

duty owed by any director, officer, employee, or agent of ours or our stockholders;

(iii) any action asserting a claim arising pursuant

to any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or the bylaws;

and (iv) any action asserting

a claim governed by the internal affairs doctrine.

In addition, our bylaws provide that, unless we consent in writing to the selection

of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution

of any complaint asserting a cause of action arising under the Securities Act.

Our bylaws further provide that any person or entity purchasing

or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to these forum selection

27 of the Securities Exchange Act of 1934, as amended (which we refer to herein as the Exchange Act) creates exclusive federal jurisdiction

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

our bylaws provide that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the

Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance

with the federal securities laws and the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction

for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations

Indemnification

of Directors and Officers

Certificate of Incorporation and bylaws provide that, to the fullest extent permitted by the laws of the State of Delaware, any officer

or director of our company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was or has agreed

to serve at our request as a director, officer, employee or agent of our company, or while serving as a director or officer of our company,

is or was serving or has agreed to serve at the request of our company as a director, officer, employee or agent (which includes service

as a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan

or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity.

For the avoidance of doubt, the

foregoing indemnification obligation includes, without limitation claims for monetary damages against Indemnitee to the fullest extent

permitted under Section 145 of the Delaware General Corporation Law as in existence on the date hereof.

indemnification provided shall be from and against expenses (including attorneys’ fees) actually and reasonably incurred by a director

or officer in defending such action, suit or proceeding in advance of its final disposition, upon receipt of an undertaking by or on

behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there

is no further right to appeal that such person is not entitled to be indemnified for such expenses under our certificate of incorporation

and bylaws or otherwise.

the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling

our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against

public policy as expressed in the Securities Act and is therefore unenforceable.

If a claim for indemnification against such liabilities

(other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful

defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the

securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit

to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities

Act and will be governed by the final adjudication of that issue.

transfer agent and registrar, for our common stock is VStock Transfer, LLC.

The transfer agent and registrar’s address is 18 Lafayette

Place, Woodmere, New York 11598.

The transfer agent’s telephone (212) 828-8436.

Principal Accountant Fees and Services.

Audit and Non-Audit Fees

Moss Adams, LLP (“Moss Adams”),

Denver, Colorado (PCAOB ID No.

659) served as the independent registered public accounting firm to audit our books and accounts for the

fiscal years ending December 31, 2024 and 2023.

The table below presents the

aggregate fees billed for professional services rendered by Moss Adams and Plante Moran for the years ended December 31, 2024 and 2023.

and Non-Audit Fees

Tilly US, LLP (“ Baker Tilly ”) (as successor to Moss Adams LLP), Chicago, Illinois (PCAOB ID No.

23) served as the

independent registered public accounting firm to audit our books and accounts for the fiscal years ending December 31, 2025 and

table below presents the aggregate fees billed for professional services rendered by Baker Tilly for the years ended December 31, 2025

$ 868,000 (1)

2 unchanged sentences

All other fees

These fees were all paid to Moss Adams.

In the above table, “audit

fees” are fees billed for services related to the audit of our annual financial statements, quarterly reviews of our interim financial

statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those

fiscal periods.

“Audit-related fees” are fees not included in audit fees that are billed by the independent accountant for

assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided

in connection with regulatory filings or engagements.

“Tax fees” are comprised of tax compliance, preparation and consultation

“All other fees” are fees billed by the independent accountant for products and services not included in the foregoing

Pre-Approval Policy

It is the Audit Committee’s

policy to approve in advance the types and amounts of audit, audit-related, tax, and any other services to be provided by our independent

registered public accounting firm.

In situations where it is not practicable to obtain full Audit Committee approval, the Audit Committee

has delegated authority to the Chair of the Audit Committee to grant pre-approval of auditing, audit-related, tax, and all other services

up to $100,000.

Any pre-approved decisions by the Chair are required to be reviewed with the Audit Committee at its next scheduled meeting.

The Audit Committee approved 100% of all services provided by Moss Adams during 2024 and 2023.

Exhibits and Financial

Statement Schedules.

(a) List of documents filed as

part of this Annual Report on Form 10-K:

fees were all paid to Moss Adams LLP or its successor Baker Tilly.

the above table, “audit fees” are fees billed for services related to the audit of our annual financial statements, quarterly

reviews of our interim financial statements, and services normally provided by the independent accountant in connection with regulatory

filings or engagements for those fiscal periods.

“Audit-related fees” are fees not included in audit fees that are billed

by the independent accountant for assurance and related services that are reasonably related to the performance of the audit or review

of our financial statements.

These audit-related fees also consist of the review of our registration statements filed with the SEC and

related services normally provided in connection with regulatory filings or engagements.

“Tax fees” are comprised of tax

compliance, preparation and consultation fees.

“All other fees” are fees billed by the independent accountant for products

and services not included in the foregoing categories.

is the Audit Committee’s policy to approve in advance the types and amounts of audit, audit-related, tax, and any other services

to be provided by our independent registered public accounting firm.

In situations where it is not practicable to obtain full Audit Committee

approval, the Audit Committee has delegated authority to the Chair of the Audit Committee to grant pre-approval of auditing, audit-related,

tax, and all other services up to $100,000.

Any pre-approved decisions by the Chair are required to be reviewed with the Audit Committee

at its next scheduled meeting.

The Audit Committee approved 100% of all services provided by Baker Tilly during 2025 and 2024.

Exhibits and Financial Statement Schedules.

List of documents filed as part of this Annual Report on Form 10-K:

Financial Statements

The consolidated financial statements,

together with the reports thereon of Moss Adams, LLP dated March 31, 2025, respectively, is included in Part II, Item 8 of this document

and filed as part of this Annual Report on Form 10-K.

consolidated financial statements, together with the reports thereon of Baker Tilly, LLP dated March 31, 2026, respectively, is included

in Part II, Item 8 of this document and filed as part of this Annual Report on Form 10-K.

Financial Statement Schedules

All schedules are omitted because

they are not applicable or the amounts are immaterial or the required information is presented in the consolidated financial statements

and notes thereto in Part II, Item 8 above.

The following documents are filed

as exhibits to this Annual Report on Form 10-K.

Exhibit Description

of Incorporation of Vivos Therapeutics, Inc.

schedules are omitted because they are not applicable or the amounts are immaterial or the required information is presented in the consolidated

financial statements and notes thereto in Part II, Item 8 above.

following documents are filed as exhibits to this Annual Report on Form 10-K.

Certificate of Incorporation of Vivos Therapeutics, Inc.

filed with Delaware Secretary of State on August 12, 2020.

and Restated Bylaws of Vivos Therapeutics, Inc.

of Conversion filed with Delaware Secretary of State on August 12, 2020.

of Amendment to the Certificate of Incorporation of Vivos Therapeutics, Inc., dated October 25, 2023.

of Stock Certificate.

of Representative’s Warrant in connection with the Company’s initial public offering.

of Representative’s Warrant in connection with the Company’s May 2021 follow-on offering.

of Common Stock Warrant, dated January 9, 2023, issued to the investor in the January 2023 private placement (7)

of Pre-Funded Warrant, dated January 9, 2023, issued to the investor in the January 2023 private placement (7)

of Series A Common Stock Purchase Warrant, dated November 2, 2023, issued to the investor in the November 2023 private placement.

of Series B Common Stock Purchase Warrant, dated November 2, 2023, issued to the investor in the November 2023 private placement.

2023 Warrant Amendment, dated November 2, 2023, issued to the investor in the November 2023 private placement.

of Pre-Funded Warrant, dated November 2, 2023, issued to the investor in the November 2023 private placement.

of Series B-1 Common Stock Purchase Warrant, issued to the investor in the February 2024 Inducement Transaction (11)

of Series B-2 Common Stock Purchase Warrant, issued to the investor in the February 2024 Inducement Transaction (11)

Amended and Restated Bylaws of Vivos Therapeutics, Inc.

Certificate of Conversion filed with Delaware Secretary of State on August 12, 2020.

Certificate of Amendment to the Certificate of Incorporation of Vivos Therapeutics, Inc., dated October 25, 2023.

Form of Stock Certificate.

Form of Representative’s Warrant in connection with the Company’s initial public offering.

Form of Representative’s Warrant in connection with the Company’s May 2021 follow-on offering.

Pre-Funded Warrant, dated June 10, 2024, issued to V-CO Investors LLC.

Warrant, dated June 10, 2024, issued to V-CO Investors LLC.

dated June 10, 2024, issued to V-CO Investors LLC.

of Purchase Warrant (16)

of Placement Agent Warrant (16)

and Restated Executive Employment Agreement, dated October 8, 2020, between R.

Form of Purchase Warrant (16)

Form of Placement Agent Warrant (16)

Convertible Promissory Note, dated May 21, 2025, made by the Company in favor of V-Co Investors 2 LLC (5)

Pre-Funded Warrant, dated June 9, 2025, by and between the Company and V-Co 2.

Common Stock Purchase Warrant, dated June 9, 2025, by and between the Company and V-Co 2.

Form of Series A Common Stock Purchase Warrant for January 2026 Inducement (18)

Form of Series B Common Stock Purchase Warrant for January 2026 Inducement (18)

Form of Placement Agent Warrant for January 2026 Inducement (18)

Pre-Funded Warrant, dated March 31, 2026 by and between the Company and V-Co 3 for January 2026 Warrant Inducement.

Series A Common Stock Purchase Warrant, dated March 31, 2026, by and between the Company and V-Co 3 for January 2026 Warrant Inducement.

Series B Common Stock Purchase Warrant, dated March 31, 2026, by and between the Company and V-Co 3 for January 2026 Warrant Inducement.

Amended and Restated Executive Employment Agreement, dated October 8, 2020, between R.

Kirk Huntsman and Vivos Therapeutics, Inc.

and Restated Executive Employment Agreement, dated October 8, 2020, between Bradford Amman and Vivos Therapeutics, Inc.

Therapeutics, Inc.

Amended and Restated Executive Employment Agreement, dated October 8, 2020, between Bradford Amman and Vivos Therapeutics, Inc.

Vivos Therapeutics, Inc.

2017 Stock Option and Stock Issuance Plan.

Therapeutics, Inc.

Vivos Therapeutics, Inc.

2019 Stock Option and Stock Issuance Plan.

Distribution, and Marketing Agreement dated February 12, 2021 between the Company and MyCardio, LLC.

Agreement dated February 7, 2022, between the Company and Roth Capital Partners, LLC.(6)

of Securities Purchase Agreement, dated January 5, 2023, between the Company and the investor in the January 2023 private placement

of Registration Rights Agreement, dated January 5, 2023, between the Company and the investor in the January 2023 private placement

Agency Agreement, dated January 5, 2023, between the Company and Roth Capital Partners, LLC and A.G.P./Alliance Global Partners (7)

of Securities Purchase Agreement, dated November 2, 2023, between the Company and the investor in the November 2023 private placement

of Registration Rights Agreement, dated November 2, 2023, between the Company and the investor in the November 2023 private placement

Agency Agreement, dated November 2, 2023, between the Company and A.G.P./Alliance Global Partners (9)

Inducement Agreement, dated February 14, 2024, between the Company and the investor in the February 2024 Inducement Transaction (11)

Purchase Agreement by and between the Company and V-CO Investors LLC, dated as of June 10, 2024 (14)

Alliance Agreement by and between VIS Providers, PLLC and Rebis Health Holdings, LLC, dated as of June 10, 2024 (14)

Services Agreement by and between the Company, Airway Integrated Management Company, LLC, and V-CO Investors LLC, dated as of June

10, 2024 (14)

Licensing, Distribution, and Marketing Agreement dated February 12, 2021 between the Company and MyCardio, LLC.

Amended and Restated Employment Agreement, dated January 1, 2025, between the Company and R.

Kirk Huntsman(3)†+

Amended and Restated Employment Agreement, dated January 1, 2025, between the Company and Bradford Amman (3) †+

Asset Purchase Agreement, dated April 15, 2025, by and among Company, SCN and its shareholders (4)

Security Agreement, dated May 21, 2025, by and between the Company and V-Co Investors 2 LLC(5)

Securities Purchase Agreement, dated June 9, 2025, by and between the Company and V-Co 2.(7)

Note Purchase Agreement, dated June 9, 2025, by and between the Company and Streeterville Capital, LLC.(7)

Secured Promissory Note, dated June 9, 2025, made by the Company in favor of Streeterville Capital, LLC.(7)

Security Agreement, dated June 9, 2025, by and between AIM and Streeterville Capital, LLC.(7)

Guaranty Agreement, dated June 9, 2025, by and between AIM and Streeterville Capital, LLC.

Pledge Agreement, dated June 9, 2025, by and between the Company and Streeterville Capital, LLC.

Practice Administration Agreement, dated June 10, 2025, by and between AIM and SCN.(7)+

Practice Administration Agreement, dated June 10, 2025, by and between AIM and SCN PLLC.

Physician Employment Agreement, dated June 10, 2025, by and between SCN and Prabhu Rachakonda, M.D (7)+

Note Purchase Agreement, dated December 5, 2025, by and between the Company and Avondale Capital, LLC (8).

Promissory Note, dated December 5, 2025, made by the Company in favor of Avondale Capital, LLC.

Guaranty Agreement, dated December 5, 2025, by and between AIM and Avondale Capital, LLC(8).

Securities Purchase Agreement by and between the Company and V-CO Investors LLC, dated as of June 10, 2024 (14)

Strategic Alliance Agreement by and between VIS Providers, PLLC and Rebis Health Holdings, LLC, dated as of June 10, 2024 (14)

Management Services Agreement by and between the Company, Airway Integrated Management Company, LLC, and V-CO Investors LLC, dated as of June 10, 2024 (14)

Form of Purchase Agreement for September 2024 financing (15)

1 unchanged sentence

Form of Purchase Agreement for December 2024 financing (16)

Trading Policy and Compliance Manual (10)

Convertible Promissory Note, dated January 15, 2026, made by the Company in favor of V-Co Investors 3 LLC(17)

Securities Purchase Agreement, dated March 31, 2026, by and between the Company and V-Co 3 for March 2026 PIPE Offering.

Warrant Inducement Agreement, dated February 15, 2026, by and between the Company and the Holder (18)

Insider Trading Policy and Compliance Manual (11)

List of Subsidiaries.*

Consent of Moss Adams, LLP.*

Certification of the Chief Executive Officer pursuant

to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant

to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant

to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification of the Chief Financial Officer pursuant

to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Consent of Baker Tilly US, LLP.*

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation., adopted as of December 1, 2023 (12)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

Filed herewith

Incorporated by reference to the Company’s Registration Statement

on Form S-1, filed with the SEC on October 9, 2020.

Incorporated by reference to the Company’s Registration Statement

on Form S-1/A, filed with the SEC on November 19, 2020.

Incorporated by reference to the Company’s Registration Statement

on Form S-1/A, filed with the SEC on October 26, 2020.

Incorporated by reference to the Company’s Annual Report on Form

10-K, filed with the SEC on March 25, 2021.

Incorporated by reference to the Company’s Current Report on

Form 8-K, filed with the SEC on May 12, 2021.

Incorporated by refence to the Company’s Registration Statement

on Form S-3, filed with the SEC on February 7, 2022.

Incorporated by refence to the Company’s Current Report on Form

8-K, filed with the SEC on January 9, 2023.

Incorporated by refence to the Company’s Current Report on Form

8-K, filed with the SEC on October 27, 2023.

Incorporated by refence to the Company’s Current Report on Form

8-K, filed with the SEC on November 2, 2023.

Incorporated by refence to the Company’s Annual Report on Form

10-K, filed with the SEC on March 30, 2023.

Incorporated by refence to the Company’s Current Report on Form

8-K, filed with the SEC on February 15, 2024.

Incorporated by reference to the Company’s Annual Report on Form

10-K, filed with the SEC on March 28, 2024.

Incorporated by reference to the Company’s Registration Statement

on Form S-3, filed with the SEC on July 30, 2024.

Incorporated by reference to the Company’s Quarterly Report for

the period ended June 30, 2024, filed with the SEC on August 14, 2024.

Incorporated by reference to the Company’s Current Report on

Form 8-K, filed with the SEC on September 20, 2024.

Incorporated by reference to the Company’s Current Report on

Form 8-K, filed with the SEC on December 23, 2024.

Includes management contracts and compensation plans and arrangements

Certain portions of this exhibit have been omitted pursuant to Item

601(b)(10)(iv) of Regulation S-K.

The Company will furnish supplementally an unredacted copy of such exhibit to the U.S.

and Exchange Commission or its staff upon request.

A signed original of this written statement required by Section 906

has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its

staff upon request.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on October 9, 2020.

by reference to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 19, 2020.

by reference to the Company’s Registration Statement on Form 8-K, filed with the SEC on February 14, 2025.

by reference to the Company’s Registration Statement on Form 8-K, filed with the SEC on April 17, 2025.

by reference to the Company’s Registration Statement on Form 8-K, filed with the SEC on May 23, 2025.

by reference to the Company’s Registration Statement on Form 8-K, filed with the SEC on June 13, 2025.

by reference to the Company’s Registration Statement on Form 8-K, filed with the SEC on December 5, 2025.

by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2021.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 12, 2021.

by refence to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023.

by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2024.

by reference to the Company’s Registration Statement on Form S-3, filed with the SEC on July 30, 2024.

by reference to the Company’s Quarterly Report for the period ended June 30, 2024, filed with the SEC on August 14, 2024.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 20, 2024.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 16, 2026.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 20, 2026.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 3, 2026

management contracts and compensation plans and arrangements

portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company will furnish supplementally

an unredacted copy of such exhibit to the U.S.

Securities and Exchange Commission or its staff upon request.

signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company

and furnished to the Securities and Exchange Commission or its staff upon request.

Form 10-K Summary.

We have elected not to include

a summary pursuant to this Item 16.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

VIVOS THERAPEUTICS, INC.

March 31, 2025

have elected not to include a summary pursuant to this Item 16.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

THERAPEUTICS, INC.

Kirk Huntsman

Chairman of the Board and Chief Executive Officer

(principal executive officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities indicated on March 31, 2025.

Chairman of the Board and Chief Executive Officer (principal executive

of the Board and Chief Executive Officer

executive officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities indicated on April 15, 2026.

Kirk Huntsman

Chief Financial Officer (principal financial and accounting officer)

of the Board and Chief Executive Officer (principal executive officer)

Kirk Huntsman

Bradford Amman

Financial Officer (principal financial and accounting officer)

Green, DDS, MBA

/s/ Anja Krammer

/s/ Matthew Thompson

Matthew Thompson, MD

Matthew Thompson

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures