Material Agreement (Form 8-K)

Merger between Polomar Health Services, Inc. and Altanine, Inc.

On July 23, 2025, Polomar Health Services, Inc. (the "Company"), Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company ("Merger Sub") and Altanine Inc., a Nevada corporation ("Altanine"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Altanine, with Altanine continuing as the surviving company (the "Surviving Company") and a wholly owned subsidiary of the Company (the "Merger").

At the effective time of the Merger (the "Effective Time"), each one share of Altanine common stock shall be automatically converted into the right to receive one share of Company common stock, and each one share of Altanine preferred stock shall be automatically converted into the right to receive one share of Company preferred stock, in each case subject to adjustment (collectively, the "Exchange Ratio"). No fractional shares of Company common stock or Company preferred stock will be issued in the Merger. All fractional share amounts shall be rounded up to the nearest whole share as provided in the Merger Agreement. The preferred stock to be issued by the Company upon the closing of the Merger shall have the terms set forth in Schedule 1 of the Merger Agreement.

Following the consummation of the Merger, former common stockholders of Altanine are expected to own an aggregate of approximately 80% of the then-issued and outstanding shares of Company common stock and current common stockholders of the Company are expected to own an aggregate of approximately 20% of the then-issued and outstanding shares of Company common stock. The Company also agreed to assume Altanine's existing incentive plan and all outstanding options granted by Altanine, as adjusted by the Exchange Ratio. Additionally, at the Effective Time, all unexercised and unexpired warrants to purchase shares of Altanine common stock or preferred stock, then outstanding shall be converted into and become a warrant to purchase the Company's common stock, as adjusted by the Exchange Ratio.

The Company agreed to assume all unconverted and unexpired promissory notes of Altanine, except that the conversion terms will be adjusted for the Exchange Ratio and such notes will be convertible into the Company's common stock.

The board of directors of the Company (the "Board") and of Altanine unanimously approved the Merger Agreement and the transactions contemplated thereby.

Immediately following the closing of the Merger, the composition of the Board shall be comprised of four appointees by Altanine, who shall initially be George Hornig, George Caruolo, Alexandra Peterson, and Gabrielle Toledano, and one appointee by the Company, who shall initially be Gabriel Del Virginia. Furthermore, the Board shall (a) appoint George Hornig as the Chairman of the Board, (b) accept the resignation of Terrence M. Tierney as interim Chief Executive Officer and President; (c) appoint Charles Andres, Jr., Altanine's current Chief Executive Officer ("CEO"), as the CEO of the Company; and (d) appoint Mr. Tierney as Executive Vice President and Chief Administrative Officer.

The Merger Agreement contains covenants of the parties, including: (a) the requirement to take all reasonable steps to consummate the Merger, (b) restrictions on the conduct of the Company's and Altanine's respective businesses; (c) to use commercially reasonable efforts to prepare and submit a listing application to Nasdaq for the Surviving Company and to cause the Company's common stock to be approved for listing (the "Nasdaq Listing Application"); (d) for the Company to use its best efforts to enter into an Equity Credit Line in a minimum amount of $25 million at terms to be mutually agreeable to the Company and Altanine; and (e) for the Company to adopt an amended Independent Director Compensation Policy to be in effect as of the closing of the Merger in form and substance agreeable to Altanine.