🧾 What This Document Is

This is an exhibit attached to an 8-K filing, which companies use to report major events to investors. Specifically, this document is a "Waiver" to a previously signed merger agreement.

Think of it as a formal, legally binding addendum or change to the original deal contract. It doesn't change the core terms of the merger; instead, it grants a short extension on one specific deadline.

👉 In simple terms: The buyer and seller legally agreed to push back one of the initial deadlines for the deal to get started.

🤝 The Deal & Key Players

The original deal, an Agreement and Plan of Merger, was signed on March 6, 2026. The parties involved are:

• The Company being acquired: Lisata Therapeutics, Inc. (NASDAQ: LSTA), a clinical-stage biopharmaceutical company.
• The Buyer ("Parent"): Kuva Labs Inc., led by CEO Mark Land.
• The Buyer's subsidiary ("Purchaser"): Kuva Acquisition Corp., also led by Mark Land.

👉 The core deal: Kuva Labs is acquiring Lisata Therapeutics. This waiver is a minor procedural step in that larger process.

⏳ The Specific Change: A Deadline Extension

The sole purpose of this April 2, 2026 waiver is to extend a key start date.

• Original Rule: The "Offer" (the formal tender offer to Lisata's shareholders) had to be commenced within 20 business days of the March 6 agreement.
• New Rule: That deadline is now extended to 26 business days after March 6, 2026.

Why this matters: This gives the buyer, Kuva Labs, six extra business days to prepare and launch the formal offer to Lisata's shareholders. Such extensions are common and can be due to finalizing paperwork, securing financing, or satisfying closing conditions.

📦 What Stays the Same

This is a crucial point. The waiver explicitly states that everything else in the original merger agreement remains unchanged and in full force.

• The purchase price is not altered.
• The responsibilities of each company are not changed.
• The overall merger structure is untouched.

👉 Bottom line: This is a narrow, surgical change to one timeline, not a renegotiation of the deal.

🔮 What's Next & What This Signals

The immediate next step is for Kuva Labs to commence the tender offer on or around the new deadline.

This waiver signals two things:

1. The deal is still alive and progressing. Parties don't sign extensions for dead deals.
2. Minor logistical adjustments are being made, which is a normal part of complex M&A processes. It suggests the parties are working cooperatively to reach the closing.

⚖️ Big Picture: Strengths & Risks

• 👍 Strength/Positive Signal: The companies are communicating and formally amending terms as needed, which indicates a cooperative approach to getting the deal done.
• ⚠️ Risk/Caution: Any delay, even a short one, introduces a small amount of additional uncertainty. Investors will be watching to ensure the tender offer launches smoothly by the new deadline.

🧠 The Analogy

This waiver is like extending the "review period" when buying a house. You've signed the purchase contract, but before you officially tell the seller "yes," your lawyer asks for a few more days to finish inspecting the title. You're not changing the price or the house; you're just negotiating a bit more time for due diligence before the next formal step.

📇 Key Contacts & People

• Mark Land
  • Title: Chief Executive Officer (Kuva Labs Inc.), President (Kuva Acquisition Corp.)
• David J. Mazzo, Ph.D.
  • Title: President and Chief Executive Officer (Lisata Therapeutics, Inc.)

🧩 Final Takeaway

Lisata Therapeutics and its acquiring company, Kuva Labs, have formally agreed to a short, six-business-day extension to start the shareholder tender offer. This is a routine procedural update in their ongoing merger process, indicating the deal is moving forward with minor timeline adjustments.