EXECUTION VERSION

SHARP EDGE LABS, INC.

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

Dated as of: October 18, 2024

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

Table of Contents

Purchase and Sale of Common Stock ...1
1.1. Sale and Issuance of Common Stock ...1
1.2. Closing; Delivery ...2
1.3. Reserved ...2
1.4. Use of Proceeds ...2
1.5. Defined Terms Used in this Agreement ...2
Representations and Warranties of the Company ...4
2.1. Organization, Good Standing, Corporate Power and Qualification ...4
2.2. Capitalization ...4
2.3. Subsidiaries ...6
2.4. Authorization ...6
2.5. Valid Issuance of Shares ...6
2.6. Governmental Consents and Filings ...7
2.7. Litigation ...7
2.8. Intellectual Property ...7
2.9. Compliance with Other Instruments ...8
2.10. Agreements; Actions ...9
2.11. Certain Transactions ...9
2.12. Rights of Registration and Voting Rights ...10
2.13. Property ...10
2.14. Financial Statements ...10
2.15. Changes ...10
2.16. Employee Matters ...11
2.17. Tax Returns and Payments ...13
2.18. Insurance ...13
2.19. Employee Agreements ...13
2.20. Permits ...13
2.21. Corporate Documents ...13
2.22. Environmental and Safety Laws ...14
2.23. Qualified Small Business Stock ...14
2.24. Disclosure ...14
2.25. Foreign Corrupt Practices Act ...15
2.26. Data Privacy ...15
2.27. Export Control Laws ...16

2.28. Preclinical Development and Clinical Trials ... 16
2.29. FDA Approvals ... 16
2.30. FDA Regulation ... 17

Representations and Warranties of the Purchasers ... 17
3.1. Authorization ... 17
3.2. Purchase Entirely for Own Account ... 17
3.3. Disclosure of Information ... 17
3.4. Restricted Securities ... 18
3.5. No Public Market ... 18
3.6. Legends ... 18
3.7. Accredited Investor ... 18
3.8. Foreign Investors ... 18
3.9. No General Solicitation ... 19
3.10. Exculpation Among Purchasers ... 19
3.11. Residence ... 19
3.12. Consent to Convertible Conversion and Termination ... 19
Conditions to the Purchasers’ Obligations at Closing ... 21
4.1. Representations and Warranties ... 21
4.2. Performance ... 21
4.3. Compliance Certificate ... 21
4.4. Qualifications ... 21
4.5. Board of Directors ... 21
4.6. Indemnification Agreement ... 21
4.7. Reserved ... 21
4.8. Reserved ... 21
4.9. Reserved ... 21
4.10. Restated Certificate ... 21
4.11. Secretary’s Certificate ... 21
4.12. Proceedings and Documents ... 22
4.13. Preemptive Rights ... 22
4.14. Absence of Material Adverse Effect ... 22
4.15. Convertible Note Amendment ... 22
4.16. Termination of Stockholder Agreements ... 22
Conditions of the Company’s Obligations at Closing ... 22
5.1. Representations and Warranties ... 22
5.2. Performance ... 22
5.3. Qualifications ... 23
5.4. Reserved ... 23
ii -

iii -

5.5. Reserved...23
5.6. Reserved...23
5.7. Convertible Notes...23
5.8. Termination of Stockholder Agreements...23

Miscellaneous...23
6.1. Survival of Warranties...23
6.2. Successors and Assigns...23
6.3. Governing Law...23
6.4. Counterparts...23
6.5. Titles and Subtitles...23
6.6. Notices...24
6.7. No Finder's Fees...24
6.8. Fees and Expenses...24
6.9. Attorneys' Fees...24
6.10. Amendments and Waivers...24
6.11. Severability...24
6.12. Delays or Omissions...25
6.13. Entire Agreement...25
6.14. Dispute Resolution...25
6.15. WAIVER OF JURY TRIAL...25

Exhibit A-1...Purchasers
Exhibit B-1...Restated Certificate
Exhibit B-2...Restated Bylaws
Exhibit C-1...Disclosure Schedule
Exhibit D-1...Indemnification Agreement
Exhibit E-1...Investors' Rights Agreement
Exhibit F-1...Form of Warrant
Exhibit G-1...Right of First Refusal and Co-Sale Agreement
Exhibit H-1...Voting Agreement
Exhibit I-1...Convertible Note Amendment
Exhibit J...Termination of Stockholder Agreements

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of October, 2024 (the “Effective Date”), by and among SHARP EDGE LABS, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A-1 attached to this Agreement (each a “Purchaser” and, together, the “Purchasers”).

WHEREAS, the Company and certain of the Purchasers are parties to that certain Common Stock Purchase Agreement (the “Original Agreement”), dated August 15, 2023 (the “Original Effective Date”);

WHEREAS, pursuant to Section 6.10 of the Original Agreement, except as set forth in Section 1.3 of the Original Agreement, any term of the Original Agreement may be amended, terminated, or waived only with the written consent of the Company and (i) the holders of at least a majority of the then-outstanding Shares; provided, however, prior to the Closing, any term of the Original Agreement may be amended, terminated, or waived only with the written consent of the Company and each of STX (as successor in interest to BGP) and NIC;

WHEREAS, pursuant to Section 6.10 of the Original Agreement, any amendment or waiver effected in accordance with Section 6.10 of the Original Agreement shall be binding upon the Purchasers and each transferee of the Shares, each future holder of all such securities, and the Company; and

WHEREAS, the Company and each of STX (as successor in interest to BGP) and NIC desire to amend the Original Agreement on behalf of all Purchasers as set forth herein:

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by each party hereto as follows:

Purchase and Sale of Common Stock.

1.1. Sale and Issuance of Common Stock.

(a) The Company shall adopt and file with the Secretary of State of the State of Delaware, on or before the Closing, the Fifth Amended and Restated Certificate of Incorporation substantially in the form of Exhibit B-1 attached to this Agreement (the “Restated Certificate”). The Company shall adopt, as of the Closing, amended and restated bylaws (the “Restated Bylaws”) substantially in the form of Exhibit B-2 attached to this Agreement.

(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Common Stock, $.00001 par value per share (the “Common Stock”), set forth opposite each Purchaser’s name on Exhibit A-1, at the purchase price per share set forth on Exhibit A-1. Shares of Common Stock purchased by Purchasers for cash (as opposed to Common Stock issued upon conversion of Convertible Notes) shall be referred to in this Agreement as “New Money Common Stock”. The shares of Common Stock issued to the

Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares”. A “Public Listing” shall mean the listing of the Company or its shares on the TSX Venture Exchange as a publicly traded entity.

(c) Prior to a Public Listing (which, for the avoidance of doubt, is contemplated to happen after the Closing), the Company may be required to modify certain of the Transaction Agreements to comply with listing requirements. In such event, the Company and the Purchasers agree that the forms of such agreements may be modified for such purpose.

(d) Each Purchaser of New Money Common Stock shall also be issued a warrant exercisable for Common Stock in an amount equal to FIFTY PERCENT (50%) of the Shares purchased, with an exercise price equal to the same price paid for the New Money Common Stock (the “Issue Price”) and with an expiration date TWELVE (12) months after the Closing. The form of Warrant is attached as Exhibit F-1.

(e) [Reserved.]

1.2. Closing; Delivery.

(a) Upon the terms and subject to the conditions of this Agreement, the purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. on October 18, 2024, or at such other time and place as the Company, STX, and NIC mutually agree upon (which time and place are designated as the “Closing”). For the avoidance of doubt, there will be only a single Closing under this Agreement.

(b) At the Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at the Closing against payment of the purchase price therefor by check payable to the Company; by wire transfer to a bank account designated by the Company; by cancellation or conversion of the Convertible Notes (as defined below), as applicable, or indebtedness of the Company to Purchaser; or by any combination of such methods.

1.3. Reserved.

1.4. Use of Proceeds. The Company will use the proceeds from the sale of the Shares for (i) the costs of the Public Listing (including legal and accounting costs), (ii) existing drug development programs, and (iii) other general corporate purposes.

1.5. Defined Terms Used in this Agreement. In addition to the terms defined throughout this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

(a) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director, or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members, or

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investment advisers of, or shares the same management company or investment adviser with, such Person.

(b) “Board” means the Company’s board of directors.

(c) “STX” means STX PARTNERS, LLC, a Delaware limited liability company and Affiliate of, and successor in interest (vis-à-vis securities of the Company) to, Biotech Growth Partners, L.P., a Delaware limited partnership (“BGP”), or one or more of its Affiliates.

(d) “Code” means the Internal Revenue Code of 1986.

(e) “Company Intellectual Property” means all patents and patent applications; registered and unregistered trademarks and trademark applications; registered and unregistered service marks and service mark applications; tradenames; copyrights; trade secrets; domain names; information and proprietary rights and processes; similar or other intellectual property rights; subject matter of any of the foregoing; tangible embodiments of any of the foregoing; licenses in, to, and under any of the foregoing; and any and all such cases that are owned or used by the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

(f) “Indemnification Agreement” means the agreement between the Company and STX or its nominee, to be entered into as of the Closing, substantially in the form of Exhibit D-1 attached to this Agreement.

(g) “Investors’ Rights Agreement” means the Amended and Restated Investors’ Rights Agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the Original Effective Date, a copy of which is attached to this Agreement as Exhibit E-1.

(h) “Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs, or designs any Company Intellectual Property.

(i) “Knowledge” including the phrase “to the Company’s knowledge” means the actual knowledge after reasonable investigation of Dr. Scott F. Sneddon.

(j) “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of the Company.

(k) “NIC” means NEWLIN INVESTMENT COMPANY 1, LLC, a Florida limited liability company, [REDACTED] or one of its or their Affiliates.

(l) “Person” means any individual, corporation, partnership, trust, limited liability company, association, or other entity.

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(m) [Reserved].

(n) “Right of First Refusal and Co-Sale Agreement” means the Amended and Restated Right of First Refusal and Co-Sale Agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the Original Effective Date, a copy of which is attached to this Agreement as Exhibit G-1 attached to this Agreement.

(o) “Securities Act” means the Securities Act of 1933, 15 U.S.C. § 77a et seq., and the rules and regulations promulgated thereunder.

(p) “Transaction Agreements” means this Agreement, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, and the Indemnification Agreement.

(q) “Voting Agreement” means the Amended and Restated Voting Agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the Original Effective Date, a copy of which is attached to this Agreement as Exhibit H-1 attached to this Agreement.

Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C-1 to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder and which the Company shall update or bring down immediately prior to the Closing (notwithstanding Section 4.1 of this Agreement), the following representations are true and complete as of the date of the Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

For purposes of these representations and warranties (other than those in Subsection 2.2, Subsection 2.3, Subsection 2.4, Subsection 2.5, and Subsection 2.6), the term the “Company” shall include any subsidiaries of the Company, unless otherwise noted herein.

2.1. Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2. Capitalization.

(a) The authorized capital of the Company consists, immediately prior to the Closing and prior to the effectiveness of the Restated Certificate, of:

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(i) 9,600,000 shares of Common Stock, 1,392,622 shares of which are issued and outstanding immediately prior to the Closing. All the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws;

(ii) 2,808,139 shares of Series A Preferred Stock, $.00001 par value per share (the "Series A"), of which 739,365 are issued and outstanding; and

(iii) 3,735,809 shares of Series 1 Preferred Stock, $.00001 par value per share (the "Series 1 Preferred Stock") and, together with the Series A Preferred Stock, the "Preferred Stock"), of which (A) 300,000 shares are designated Series 1.A Convertible Preferred Stock (the "Series 1.A"), all of which are issued and outstanding; (B) 362,321 shares are designated Series 1.A-1 Convertible Preferred Stock (the "Series 1.A-1"), all of which are issued and outstanding; (C) 869,048 shares are designated Series 1.B Participating Convertible Preferred Stock (the "Series 1.B"), of which 851,872 shares are issued and outstanding; and (D) 2,204,438 shares are designated Series 1.C Convertible Preferred Stock (the "Series 1.C"), of which 1,671,637 shares are issued and outstanding.

(b) The Company has reserved 936,618 shares of Common Stock for issuance to officers, directors, employees, and consultants of the Company pursuant to its 2022 Equity Incentive Plan duly adopted by the Board and approved by the Company stockholders (the "Plan"). Of such reserved shares of Common Stock, options to purchase 40,500 shares have been granted and are currently outstanding, and 977,118 shares of Common Stock remain available for issuance to officers, directors, employees, and consultants pursuant to the Plan. The Company has furnished to the Purchasers complete and accurate copies of the Plan, the Company's 2010 Equity Incentive Plan, and forms of agreements used thereunder.

(c) Subsection 2.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; (iii) shares of Common Stock reserved for future award grants under the Plan; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Shares to be issued under this Agreement (if any), (B) the rights provided in Section 4 of the Investors' Rights Agreement, and (C) the securities and rights described in Subsection 2.2(b) of this Agreement and Subsection 2.2(c) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights), or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. All outstanding shares of the Company's Common Stock and all shares of the Company's Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than ONE HUNDRED EIGHTY (180) days following the Company's initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

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(d) Except as set forth in Subsection 2.2(c) of the Disclosure Schedule, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including without limitation in the case where the Plan is not assumed in an acquisition. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(e) The Company has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement.

2.3. Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement.

2.4. Authorization. All corporate action required to be taken by the Board and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Convertible Notes and Preferred Stock, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; or (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement and the Indemnification Agreements may be limited by applicable federal or state securities laws.

2.5. Valid Issuance of Shares. The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid, and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws, bylaws or rules of the applicable exchange in connection with the Public Listing, and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. The Shares issuable upon conversion of the Convertible Notes pursuant to Section 3.12 have been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid, and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws, bylaws or rules of the

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applicable exchange in connection with the Public Listing, and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement and in the Voting Agreement, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

2.6. Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no consent, approval, order, or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Closing; and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

2.7. Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge, or, to the Company's knowledge, investigation pending or, to the Company's knowledge, currently threatened in writing (i) against the Company or any officer, director, or Key Employee of the Company arising out of their employment or board relationship with the Company; or (ii) to the Company's knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company's knowledge, any of its officers, directors, or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment, or decree of any court or government agency or instrumentality (in the case of officers, directors, or Key Employees, such as would affect the Company). There is no action, suit, proceeding, or investigation by the Company pending or that the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings, or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their services provided in connection with the Company's business, any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

2.8. Intellectual Property. The Company owns or possesses on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. To the Company's knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances, or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights, and processes of any other Person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works, or other proprietary rights or processes of any other Person. The Company has obtained

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and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company's business. To the Company's knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company's business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she, or it solely or jointly conceived, reduced to practice, developed, or made during the period of his, her, or its employment or consulting relationship with the Company that (a) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to the Company's business as then conducted or as then proposed to be conducted; (b) were developed on any amount of the Company's time or with the use of any of the Company's equipment, supplies, facilities, or information; or (c) resulted from the performance of services for the Company. Subsection 2.8 of the Disclosure Schedule lists all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, and licenses to and under any of the foregoing, in each case owned by the Company. The Company has not embedded any open source, copyleft, or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License, or similar license arrangement. For purposes of this Subsection 2.8, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws. No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any Company Intellectual Property. No Person who was involved in, or who contributed to, the creation or development of any Company Intellectual Property has performed services for the government, university, college, or other educational institution or research center in a manner that would affect Company's rights in the Company Intellectual Property.

2.9. Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its current Certificate of Incorporation or Bylaws; (ii) of any instrument, judgment, order, writ, or decree; (iii) under any note, indenture, or mortgage; (iv) under any lease, agreement, contract, or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule; or (v) to its knowledge, of any provision of federal or state statute, rule, or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract, or agreement; or (ii) an event that results in the creation of any lien, charge, or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

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2.10. Agreements; Actions.

(a) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts, or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $\mathbb{S}^{[\mathrm{REDACTED}]}$ per annum; (ii) the license of any patent, copyright, trademark, trade secret, or other proprietary right to or from the Company; (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products; or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $\mathbb{S}^{[\mathrm{REDACTED}]}$ or in excess of $\mathbb{S}^{[\mathrm{REDACTED}]}$ in the aggregate; (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses; or (iv) sold, exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of clause (a) and clause (b) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts, and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such clauses.

2.11. Certain Transactions.

(a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board, and (iii) the purchase of shares of the Company's capital stock and the issuance of options to purchase shares of the Company's Common Stock, in each instance, approved in the written minutes of the Board (previously provided to the Purchasers or their counsel), there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, consultants, or Key Employees, or any Affiliate thereof.

(b) Other than with respect to the Convertible Notes, the Company is not indebted, directly or indirectly, to any of its directors, officers, or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company's directors, officers, or employees, nor any members of their immediate families, nor any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or, to the Company's knowledge, have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable, or familial relationship with any of the Company's customers, suppliers, service providers, joint venture partners, licensees, and competitors;

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(ii) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company except that directors, officers, employees, or stockholders of the Company may own stock in (but not exceeding TWO PERCENT (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company; or (iii) financial interest in any material contract with the Company.

2.12. Rights of Registration and Voting Rights. Except as provided in the Investors' Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company's knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.13. Property. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans, and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims, or encumbrances other than those of the lessors of such property or assets. The Company does not own any real property.

2.14. Financial Statements. The Company has delivered to the Purchasers its audited financial statements for the years ended December 31, 2023, and December 31, 2022, and its unaudited condensed interim financial statements as of and for the three and nine months ended September 30, 2024 (collectively, the "Financial Statements"). The Financial Statements are correct in all material respects and present fairly the financial condition and operating results of the Company as of the dates and during the periods indicated therein. The Financial Statements have been prepared on a consistent basis throughout the period indicated, except as disclosed therein. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2024; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under IFRS to be reflected in the Financial Statements, which in all such cases, individually and in the aggregate would not have a material adverse effect on the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with IFRS.

2.15. Changes. Since December 31, 2023, there has not been:

(a) any change in the assets, liabilities, financial condition, or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect;

(b) any damage, destruction, or loss, whether or not covered by insurance, that would have a Material Adverse Effect;

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(d) any satisfaction or discharge of any lien, claim, or encumbrance, or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;

(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;

(f) any material change in any compensation arrangement or agreement with any employee, officer, director, or stockholder;

(g) any resignation or termination of employment of any officer or Key Employee of the Company;

(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets;

(i) any loans or guarantees made by the Company to or for the benefit of its employees, officers, or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(j) any declaration, setting aside, or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;

(k) any sale, assignment, or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;

(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;

(m) to the Company's knowledge, any other event or condition of any character, other than events affecting the economy or the Company's industry generally, that could reasonably be expected to result in a Material Adverse Effect; or

(n) any arrangement or commitment by the Company to do any of the things described in this Subsection 2.15.

2.16. Employee Matters.

(a) As of the Effective Date, the Company employs [REDACTED] full-time employees and no part-time employees and engages [REDACTED] consultants or independent contractors.

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(b) None of its employees is obligated under any contract (including licenses, covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree, or order of any court or administrative agency, that would materially interfere with such employee's ability to promote the interest of the Company or that would conflict with the Company's business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as now conducted and as presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any such employee is now obligated.

(c) The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the Effective Date or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

(d) To the Company's knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee. The Company does not have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in Subsection 2.15(n) of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Subsection 2.15(n) of the Disclosure Schedule, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

(e) Except as contemplated hereby, the Company has not made any representations regarding equity incentives to any officer, employee, director, or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Board.

(f) Each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.

(g) Subsection 2.16(g) of the Disclosure Schedule sets forth each employee benefit plan maintained, established, or sponsored by the Company, or which the Company participates in or contributes to, that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA and has complied in all material respects with all applicable laws for any such employee benefit plan.

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(h) To the Company’s knowledge, none of the Key Employees or directors of the Company has been (i) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent, or similar officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement, in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

2.17. Tax Returns and Payments. There are no federal, state, county, local, or foreign taxes due and payable by the Company that have not been timely paid. There are no accrued and unpaid federal, state, country, local, or foreign taxes of the Company that are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local, or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local, and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.18. Insurance. The Company has in full force and effect insurance policies concerning such casualties as would be reasonable and customary for companies like the Company with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.

2.19. Employee Agreements. Each current and former employee, consultant, and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the "Confidential Information Agreements"). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee's Confidential Information Agreement. Each current and former Key Employee has executed a non-competition and non-solicitation agreement substantially in the form or forms delivered to counsel for the Purchasers. The Company is not aware that any of its Key Employees is in violation of any agreement covered by this Subsection 2.19.

2.20. Permits. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

2.21. Corporate Documents. The Restated Certificate and Restated Bylaws of the Company are in the form provided to the Purchasers. The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders

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and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.

2.22. Environmental and Safety Laws. Except as could not reasonably be expected to have a Material Adverse Effect, to the best of its knowledge (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or, to the Company's knowledge, threatened release of any pollutant, contaminant, or toxic or hazardous material, substance, or waste or petroleum or any fraction thereof (each, a "Hazardous Substance"), on, upon, into, or from any site currently or heretofore owned, leased, or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state, or local "superfund" site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls ("PCBs") or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments.

For purposes of this Subsection 2.22, "Environmental Laws" means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substances; (b) pollution or protection of employee health or safety, public health, or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

2.23. Qualified Small Business Stock. As of and immediately following the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code; (ii) the Company will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the ONE (1) year period preceding the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2; and (iii) the Company's aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company's determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.

2.24. Disclosure. The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished

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to Purchasers at the Closing contains any untrue statement of a material fact or, to the Company's knowledge, omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities.

2.25. Foreign Corrupt Practices Act. Neither the Company nor any of its directors, officers, employees, or agents have, directly or indirectly, made, offered, promised, or authorized any payment or gift of any money or anything of value to or for the benefit of any "foreign official" (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), foreign political party, or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party, or candidate; (ii) inducing such official, party, or candidate to use his, her, or its influence to affect any act or decision of a foreign governmental authority; or (iii) securing any improper advantage; in the case of (i), (ii), and (iii) above to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any Person. Neither the Company nor any of its directors, officers, employees, or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment of funds or received or retained any funds in violation of any law, rule, or regulation. The Company further represents that it has maintained, and has caused each of its subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems, and billing systems) and written policies to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law, and to ensure that all books and records of the Company accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. Neither the Company nor, to the Company's knowledge, any of its officers, directors, or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other enforcement action related to the FCPA or any other anti-corruption law.

2.26. Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders), or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees, or other third parties (collectively, "Personal Information"), the Company is and has been, to the Company's knowledge, in compliance with all applicable laws in all relevant jurisdictions, the Company's privacy policies and the requirements of any contract or codes of conduct to which the Company is a party. The Company has commercially reasonable physical, technical, organizational, and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use, or disclosure. To the extent the Company maintains or transmits protected health information, as defined under 45 C.F.R. § 160.103, the Company is in compliance with the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, including all rules and regulations promulgated thereunder. The Company is and has been, to the Company's knowledge, in compliance in all material respects with all laws relating to data loss, theft, and breach of security notification obligations.

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2.27. Export Control Laws. The Company has conducted all export transactions in accordance with applicable provisions of United States export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, and the export control laws and regulations of any other applicable jurisdiction. Without limiting the foregoing: (a) the Company has obtained all export licenses and other approvals, timely filed all required filings, and has assigned the appropriate export classifications to all products, in each case as required for its exports of products, software, and technologies from the United States and any other applicable jurisdiction; (b) the Company is in compliance with the terms of all applicable export licenses, classifications, filing requirements, or other approvals; (c) there are no pending or, to the knowledge of the Company, threatened claims against the Company with respect to such exports, classifications, required filings, or other approvals; (d) there are no pending investigations related to the Company's exports; and (e) there are no actions, conditions, or circumstances pertaining to the Company's export transactions that would reasonably be expected to give rise to any material future claims.

2.28. Preclinical Development and Clinical Trials. The Company has not conducted any clinical trials. The studies, tests, and preclinical development, if any, conducted by or on behalf of the Company are being conducted in all material respects in accordance with experimental protocols, procedures, and controls pursuant to accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable laws and regulations, including the Federal Food, Drug, and Cosmetic Act and 21 C.F.R. parts 50, 54, 56, 58, 312, and 812. The descriptions of, protocols for, and data and other results of, the studies, tests, development, and trials conducted by or on behalf of the Company that have been furnished or made available to the Purchasers are accurate and complete.

2.29. FDA Approvals. The Company possesses all permits, licenses, registrations, certificates, authorizations, orders, and approvals from the appropriate federal, state, or foreign regulatory authorities necessary to conduct its business as now conducted, including all such permits, licenses, registrations, certificates, authorizations, orders, and approvals required by the U.S. Food and Drug Administration (the "FDA") or any other federal, state, or foreign agencies or bodies engaged in the regulation of drugs, pharmaceuticals, medical devices, or biohazardous materials. The Company has not received any notice of proceedings relating to the suspension, modification, revocation, or cancellation of any such permit, license, registration, certificate, authorization, order, or approval. Neither the Company nor, to the Company's knowledge, any officer, employee, or agent of the Company has been convicted of any crime or engaged in any conduct that has previously caused or would reasonably be expected to result in (i) disqualification or debarment by the FDA under 21 U.S.C. § 335(a) or (b), or any similar law, rule, or regulation of any other Governmental Entities; (ii) debarment, suspension, or exclusion under any Federal Healthcare Programs or by the General Services Administration; or (iii) exclusion under 42 U.S.C. § 1320a-7 or any similar law, rule, or regulation of any Governmental Entities. Neither the Company nor any of its officers, employees, or to the Knowledge of the Company, any of its contractors or agents is the subject of any pending or threatened investigation by the FDA pursuant to its "Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities" policy as stated at 56 Fed. Reg. 46191 (September 10, 1991) (the "FDA Application Integrity Policy") and any amendments thereto, or by any other similar Governmental Entity pursuant to any similar policy. Neither the Company nor any of its officers, employees, contractors, and agents has committed

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any act, made any statement, or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke the FDA Application Integrity Policy or for any similar governmental entity to invoke a similar policy. Neither the Company nor any of its officers, employees, or to the Company's Knowledge, any of its contractors or agents has made any materially false statements on, or material omissions from, any notifications, applications, approvals, reports, and other submissions to the FDA or any similar governmental entity.

2.30. FDA Regulation. The Company is and has been in compliance with all applicable laws administered or issued by the FDA or any similar governmental entity, including the Federal Food, Drug, and Cosmetic Act and all other laws regarding developing, testing, manufacturing, marketing, distributing, or promoting the products of the Company, or complaint handling or adverse event reporting.

Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that:

3.1. Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; or (b) to the extent the indemnification provisions contained in the Investors' Rights Agreement may be limited by applicable federal or state securities laws.

3.2. Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser's representation to the Company, which by the Purchaser's execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement, or arrangement with any Person to sell, transfer, or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.

3.3. Disclosure of Information. The Purchaser has had an opportunity to discuss the Company's business, management, financial affairs, and the terms and conditions of the offering of the Shares with the Company's management and has had an opportunity to review the Company's facilities. The Purchaser is aware of the Company's intention to proceed to a Public Listing as soon as practicable following the Closing, and the Purchaser has received all information regarding the Public Listing, including the terms and conditions thereof, and has had an opportunity to discuss the Public Listing with the Company's management. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Purchasers to rely thereon.

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3.4. Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein. The Purchaser understands that the Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Subject to the Company's obligation to conduct a Public Listing, unless waived, the Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors' Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company that are outside of the Purchaser's control, and that the Company is under no obligation and may not be able to satisfy.

3.5. No Public Market. Subject to the Company's obligation to conduct a Public Listing, unless waived, the Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

3.6. Legends. The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with one or all of the following legends:

(a) “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b) Any legend set forth in, or required by, the other Transaction Agreements.

(c) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry so legended.

3.7. Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.8. Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its

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jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser's jurisdiction.

3.9. No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders, or partners has either directly or indirectly, including through a broker or finder, (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares.

3.10. Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

3.11. Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified under the Purchaser's name on the signature pages hereto; if the Purchaser is a partnership, corporation, limited liability company, or other entity, then the office or offices of the Purchaser in which its principal place of business is identified under the Purchaser's name on the signature pages hereto.

3.12. Consent to Convertible Conversion and Termination.

(a) By executing and delivering this Agreement, any Purchaser holding any convertible note with respect to equity of the Company (the "Convertible Notes") and identified on Exhibit A-1 as a holder of a Convertible Note (each such Purchaser, a "Holder") hereby irrevocably agrees that:

(i) Such Holder's Convertible Note or Convertible Notes automatically and without any action of the part of the Holder will convert at the Closing into that number of shares of Common Stock calculated as set forth on Exhibit A-1, regardless of whether any such Convertible Note or an affidavit of loss therefor is actually delivered in original or other form to the Company (collectively, the "Convertible Conversions");

(ii) the number of shares of Common Stock calculated as set forth on Exhibit A-1 is issued in full and complete discharge and satisfaction of all obligations of the Company under each Convertible Note held by such Holder, and each such Convertible Note is and will be terminated and of no further force or effect automatically at and upon the Closing; and

(iii) the Convertible Notes hereby are and will be deemed for all purposes to have been amended and modified by virtue thereof to the full extent necessary to permit and facilitate their conversion into that number of shares of Common Stock calculated as set forth on Exhibit A-1 and, upon the Closing, the Convertible Notes automatically will be deemed

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terminated in full and null, void, and of no further force or effect, provided that the foregoing will not impair the right of each Holder to receive the applicable shares of Common Stock calculated as set forth on Exhibit A-1 as provided above.

(b) Each Holder hereby represents, warrants, and confirms to the Company that (i) he, she, or it is the sole and exclusive owner of all right, title, and interest in and to the Convertible Note or Convertible Notes corresponding to the amounts shown on Exhibit A-1 and converting into the shares of Common Stock calculated as set forth on Exhibit A-1 and that such Holder's name or entity name listed on Exhibit A-1 is spelled and listed correctly in all respects, regardless of the spelling or listing in any prior documentation evidencing such Convertible Notes; and (ii) he, she, or it has reviewed Exhibit A-1 to this Agreement and agrees that his, her, or its ownership of capital stock and any other equity securities or other interests in the Company after giving effect to the Closing is fully and accurately reflected when calculated as set forth on Exhibit A-1.

(c) Aside from each Holder's right to receive the number of shares of Common Stock calculated as set forth on Exhibit A-1 at the Closing and to receive rights provided for in this Agreement and as a holder of Common Stock under the Restated Certificate, each Holder hereby fully, finally, and irrevocably waives any and all demands, claims, suits, actions, causes of actions, proceedings, assessments, and rights in respect of each of the Convertible Notes, including, without limitation, if applicable, (i) any right to formal notice of the conversion or cancellation of the Convertible Notes, and (ii) any rights arising from any past or present actual or alleged default or event of default under the Convertible Notes. The Holders further fully, finally, and irrevocably confirm and agree that any original Convertible Note held by (or delivered to) the Company may be cancelled (and marked cancelled) by the Company upon or following the Closing. Each Holder fully, finally, and irrevocably waives and releases any rights of first offer, rights of first refusal, preemptive rights, or similar rights related to any future sale or issuance by the Company of any debt or equity securities that such Holder may have pursuant to such Holder's Convertible Notes or any other agreement or undertaking between the Company and such Holder. Each Holder hereby further agrees that all side letters, purchase, investment, or funding agreements, security agreements, intercreditor agreements, or similar agreements or documents related to the Convertible Notes (the "Convertible Documents") by and between such Holder and the Company or by and among such Holder, other Holders, and the Company, as the case may be, are hereby terminated and of no further force and effect automatically at and upon the Closing.

(d) The terms of this Agreement and the Transaction Agreements shall, in the event of any conflict with the terms of the Convertible Documents, supersede such conflicting terms contained in the Convertible Documents and, for the avoidance of doubt, each Holder hereby irrevocably agrees that the Convertible Documents are hereby amended to give effect to the foregoing.

(e) Each Holder hereby waives all notices required by the terms of the Convertible Documents or any actual, deemed, or alleged breach or default with respect to the Convertible Documents prior to the date hereof in connection with this Agreement, the Transaction Agreements, the transactions contemplated hereunder and thereunder, and the Convertible Conversions.

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(f) Subject to the effectiveness of the Convertible Conversions, each Holder fully, finally, and irrevocably waives and releases any and all claims that it might have against the Company and each other Purchaser and any of their respective Affiliates (including, without limitation, any and all of their present or past directors, officers, members, partners, employees, fiduciaries, and agents, and their respective successors and assigns) whether under applicable securities laws or otherwise, related to the Convertible Notes other than those arising from the specific representations and warranties made by the parties hereunder.

Conditions to the Purchasers' Obligations at Closing. The obligations of each Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

4.1. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all respects as of the Closing.

4.2. Performance. The Company shall have performed and complied with all covenants, agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

4.3. Compliance Certificate. The President of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Subsection 4.1 and Subsection 4.2 have been fulfilled.

4.4. Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

4.5. Board of Directors. As of the Closing, the authorized size of the Board shall be FIVE (5), and the Board shall initially be comprised of John Hathaway; Dr. Dietrich A. Stephan; John L. Brooks, III; William R. Newlin; and Dr. Scott Sneddon.

4.6. Indemnification Agreement. The Company shall have executed and delivered an Indemnification Agreement to STX's representative to the Board.

4.7. Reserved.

4.8. Reserved.

4.9. Reserved.

4.10. Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing, and which shall cause, among other matters, the conversion of all Preferred Stock to Common Stock in accordance with its terms.

4.11. Secretary's Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Restated Bylaws of the Company,

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(ii) resolutions of the Board approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.

4.12. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

4.13. Preemptive Rights. The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights directly or indirectly affecting any of its securities.

4.14. Absence of Material Adverse Effect. Since the Effective Date, there shall not have been any Material Adverse Effect with respect to the Company.

4.15. Convertible Note Amendment. The Company and the requisite Holders shall have executed and delivered an amendment to the Convertible Notes in the form of Exhibit I-1 attached to this Agreement (the "Convertible Note Amendment").

4.16. Termination of Stockholder Agreements. Each Purchaser covenants and agrees to take any and all actions reasonably necessary to terminate the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement at or prior to the Public Listing. The Company, each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser's performance hereunder), and sufficient additional stockholders of the Company named as parties in any of the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, or the Voting Agreement shall have executed and delivered a Termination of Stockholder Agreements substantially in the form of Exhibit J hereto (the "Termination of Stockholder Agreements"), to be held in escrow pending the Public Listing, at which time (regardless of the date of the Public Listing) the Termination of Stockholder Agreements shall become effective.

4.17. Public Listing. The Company has been advised, and has so advised the Purchasers, that all conditions precedent for the Public Listing have been satisfied.

Conditions of the Company's Obligations at Closing. The obligations of the Company to sell Shares to the Purchasers at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1. Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct in all respects as of the Closing.

5.2. Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing.

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5.3. Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

5.4. Reserved.

5.5. Reserved.

5.6. Reserved.

5.7. Convertible Notes. The requisite Holders shall have executed and delivered the Convertible Note Amendment.

5.8. Termination of Stockholder Agreements. Each Purchaser and sufficient additional stockholders of the Company named as parties in any of the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, or the Voting Agreement shall have executed and delivered the Termination of Stockholder Agreements, to be held in escrow pending the Public Listing.

Miscellaneous.

6.1. Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive until the first anniversary of the date hereof and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

6.2. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.3. Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

6.4. Counterparts. This Agreement may be executed in TWO (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.5. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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6.6. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) FIVE (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) ONE (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A-1, or to such e-mail address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.6. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to

[REDACTED]

(which shall not constitute notice) shall also be sent to

[REDACTED]

6.7. No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees, or representatives is responsible.

6.8. Fees and Expenses. At the Closing, the Company shall pay, in an amount not to exceed, in the aggregate, [REDACTED] for the reasonable fees and expenses of [REDACTED]

6.9. Attorneys’ Fees. If any action at law or in equity (including but not limited to arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

6.10. Amendments and Waivers. Any term of this Agreement may be amended, terminated, or waived only with the written consent of the Company and the holders of at least a majority of the then-outstanding Shares; provided, however, prior to the Closing, any term of this Agreement may be amended, terminated, or waived only with the written consent of the Company and each of STX and NIC. Any amendment or waiver effected in accordance with this Subsection 6.10 shall be binding upon the Purchasers and each transferee of the Shares, each future holder of all such securities, and the Company.

6.11. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

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6.12. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.13. Entire Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate, the Restated Bylaws, and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled. This Agreement specifically supersedes in all respects the Original Agreement, and the exhibits attached to this Agreement specifically supersede in all respects the exhibits attached to the Original Agreement.

6.14. Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within Allegheny County, Pennsylvania for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement; (b) agree not to commence any suit, action, or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within Allegheny County, Pennsylvania; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts; that its property is exempt or immune from attachment or execution; that the suit, action, or proceeding is brought in an inconvenient forum; that the venue of the suit, action, or proceeding is improper; or that this Agreement or the subject matter hereof may not be enforced in or by such court.

6.15. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SHARES, OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND

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VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Common Stock Purchase Agreement to be duly executed as of the day and year first written above.

COMPANY

SHARP EDGE LABS, INC., a Delaware corporation

By: (signed) "Scott Sneddon"

Name: Scott Sneddon

Title: Chief Executive Officer

PURCHASERS

NEWLIN INVESTMENT COMPANY 1, LLC, a Florida limited liability company

By: (signed) "William R. Newlin"

Name: William R. Newlin

Title: Manager

State of HQ: Pennsylvania

STX PARTNERS, LLC, a Delaware limited liability company

By: (signed) "John Hathaway"

Name: John Hathaway

Title: Managing Director

State of HQ: Pennsylvania

Amended and Restated Common Stock Purchase Agreement

Signature page

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Common Stock Purchase Agreement to be duly executed as of the day and year first written above.

PURCHASERS

(signed) "Gary Jacobson"
Gary Jacobson
State of Residence:

(signed) "Nancy Succop"
Nancy Succop
State of Residence:

(signed) "Richard Holzworth"
Richard Holzworth
State of Residence:

(signed) "Mariann Holzworth"
Mariann Holzworth
State of Residence:

(signed) "Brian McMaster"
Brian McMaster
State of Residence:

(signed) "Kathleen Strouse"
Kathleen Strouse
State of Residence:

(signed) "Robert Stein"
Robert Stein
State of Residence:

Amended and Restated Common Stock Purchase Agreement
Signature page

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Common Stock Purchase Agreement to be duly executed as of the day and year first written above.

PURCHASERS

RCJ INVESTMENTS, LLC, a South Dakota limited liability company

By: (signed) "Bob Jazwinski"
Name: Bob Jazwinski
Title:
State of HQ:

(signed) "Susan Pokorney"
Susan Pokorney
State of Residence:

(signed) "William Perrine"
William Perrine
State of Residence:

(signed) "Charles Cricks"
Charles Cricks
State of Residence:

(signed) "Kathleen Cricks
Kathleen Cricks
State of Residence:

Amended and Restated Common Stock Purchase Agreement
Signature page

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Common Stock Purchase Agreement to be duly executed as of the day and year first written above.

PURCHASERS

CAMAPLAN ADMIN FOR JOHN ROSE IRA

(signed) "CamaPlan Administrator for John"

By: Rose IRA"

Name: CamaPlan Administrator for John Rose IRA

Title:

State of HQ:

(signed) "Eric Kline"

Eric Kline

State of Residence:

TTEES FBO DOUGLAS JOHN BALSLEY II UAD 1/23/14

(signed) "Steffler Newlin Balsley" and "Douglas"

By: John Balsley"

Name: Steffler Newlin Balsley and Douglas John Balsley

Title:

State of HQ:

MAVERICK LEO NEWLIN TRUST DATED 12/5/17

By: (signed) "Edward J. Gorski"

Name: Edward J. Gorski

Title: T

State of HQ:

Amended and Restated Common Stock Purchase Agreement

Signature page

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Common Stock Purchase Agreement to be duly executed as of the day and year first written above.

PURCHASERS

JASPAR ROCK NEWLIN TRUST DATED 6/21/2016

By: (signed) "Edward J. Gorski"
Name: Edward J. Gorski
Title:
State of HQ:

WILLIAM RANKIN NEWLIN III TRUST DATED 6/21/2016

By: (signed) "Edward J. Gorski"
Name: Edward J. Gorski
Title:
State of HQ:

MADISON NEWLIN GARVEY TRUST DATED 6/21/2016

By: (signed) "Edward J. Gorski"
Name: Edward J. Gorski
Title:
State of HQ:

Amended and Restated Common Stock Purchase Agreement
Signature page

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Common Stock Purchase Agreement to be duly executed as of the day and year first written above.

PURCHASERS

TUCKER NEWLIN GARVEY TRUST
DATED 6/21/2016

By: _ (signed) "Edward J. Gorski"
Name: Edward J. Gorski
Title:
State of HQ:

(signed) "William R. Newlin II"
William R. Newlin II
State of Residence:

(signed) "John Rose"
John Rose
State of Residence:

(signed) "Steffler Balsley"
Steffler Balsley
State of Residence:

(signed) "Robert Price, Jr."
Robert Price, Jr.
State of Residence:

Amended and Restated Common Stock Purchase Agreement
Signature page

EXHIBIT F-1

Form of Warrant

See attached.

FINAL VERSION OF FORM

THIS WARRANTY AND THE SHARES ASSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 3.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Warrant No. [●]

Issue Date: [●], 2024

SHARP EDGE LABS, INC.

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANTY CERTIFIES THAT, for good and valuable consideration, [●●●●●] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, "Holder") is entitled to purchase from Sharp Edge Labs, Inc., a Delaware corporation (the "Company"), subject to the terms and conditions of this Warrant, up to __ shares of Common Stock (the "Shares"), at an exercise price per Share equal to US$4.55 (the "Warrant Price"). This Warrant shall be exercisable at any time on or after the date hereof but prior to ____ (the "Expiration Date").

Capitalized terms not defined herein shall have the meaning assigned to them in that certain Amended and Restated Common Stock Purchase Agreement, dated as of October 18, 2024, by and among the Company and the purchasers identified therein (the "Purchase Agreement").

This Warrant is one of a series of warrants to purchase shares of the Company's Common Stock that were originally issued by the Company pursuant to Section 1 of the Purchase Agreement (collectively, the "Warrants" and individually each, a "Warrant").

SECTION 1. EXERCISE.

1.1 Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or the portion thereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

$$
X = Y \frac {(A - B)}{A}
$$

where:

X = the number of Shares to be issued to the Holder;

Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B = the Warrant Price.

1.3 Fair Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system, or over-the-counter market (a “Trading Market”) and the class of Shares is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the business day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the class of Shares is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the business day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable, good faith judgment.

1.4 Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or Section 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5 Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss, theft, or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance, and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6 Treatment of Warrant Upon Deemed Liquidation Event. In the event of a Deemed Liquidation Event (as defined herein) and the fair market value of one Share as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date immediately prior to such Deemed Liquidation Event and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to

be Cashless Exercised pursuant to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a Deemed Liquidation Event. In connection with such Cashless Exercise, the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Deemed Liquidation Event where the fair market value of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Deemed Liquidation Event, then this Warrant will expire immediately prior to the consummation of such Deemed Liquidation Event. If the Company's Fifth Amended and Restated Certificate of Incorporation, as may be amended or restated and in effect from time to time (the "Company's Certificate of Incorporation") includes a definition of a "Deemed Liquidation Event", that definition will automatically govern that term used in this Warrant. Prior to that time, a Deemed Liquidation Event means any voluntary or involuntary liquidation, dissolution, or winding up of the Company, including the merger or consolidation of the Company or other acquisition transaction (or a series of transactions), unless a contrary election is made by certain holders of Common Stock in accordance with the Company's Certificate of Incorporation, as each of those terms is used in the Company's Certificate of Incorporation.

1.7 Certain Agreements. Upon any exercise of this Warrant, Holder shall, if the Company so requests in writing, become a party to, by execution and delivery to the Company of a counterpart signature page, joinder agreement, instrument of accession, or similar instrument reasonably acceptable to the Company, that certain Amended and Restated Voting Agreement, dated as of August 15, 2023, as may be amended or restated and in effect from time to time ("Voting Agreement") (which has been provided to Holder), in each case solely with respect to the Shares issued upon such exercise (and the shares of Common Stock, if any, issued upon conversion of such Shares), solely to the extent that all holders of outstanding shares of the class of Shares are then parties thereto, and solely to the extent each such Voting Agreement is then by its terms in force and effect.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the class of Shares payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property that Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the class of Shares by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the class of Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the class of Shares are reclassified, exchanged, combined, substituted, or replaced for, into, with, or by Company securities of a different class or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been

outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements, or other similar events.

2.3 Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company's Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.4 No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.4 above) of a full Share, less (ii) the then-effective Warrant Price.

2.5 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, class, or number of Shares, the Company, at the Company's expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, class, /or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer (or other officer then performing such function), including computations of such adjustment and the Warrant Price, class, and number of Shares in effect upon the date of such adjustment.

SECTION 3. MISCELLANEOUS.

3.1 Term; Automatic Cashless Exercise Upon Expiration.

(a) Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date and shall be void thereafter.

(b) Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

3.2 Legends. Each certificate evidencing Shares (and each certificate evidencing securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE

SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

3.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee, including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company.

3.4 Competitors. At all times prior to the IPO, Holder may not, without the Company's prior written consent, transfer this Warrant or any portion thereof, or any Shares issued upon any exercise thereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise thereof, to any person or entity who directly competes with the Company, except in connection with an acquisition of the Company by such a direct competitor.

3.5 Notices. Except as may be otherwise provided herein, all notices, requests, waivers, and other communications made pursuant to this Warrant shall be made in accordance with the Purchase Agreement.

3.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged, or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge, or termination is sought.

3.7 Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms thereof or any amendment thereto.

3.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

3.9 Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

SHARP EDGE LABS, INC.

By: _______

Name: Scott Sneddon

Title: CEO

HOLDER

By: _______

Name: _______
(Print)

Title:

APPENDIX 1

NOTICE OF EXERCISE

The undersigned Holder hereby exercises its right to purchase ____ shares of the Common Stock of Sharp Edge Labs, Inc. (the “Company”) in accordance with the attached Warrant to Purchase Common Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

☐ check in the amount of $___ payable to order of the Company enclosed herewith
☐ Wire transfer of immediately available funds to the Company’s account
☐ Cashless Exercise pursuant to Section 1.2 of the Warrant
☐ Other [Describe] ________

Please issue a certificate or certificates representing the Shares in the name specified below:

Holder’s Name

(Address)

HOLDER:

By: _____
Name: ____
Title: _____
(Date): ____

Appendix 1

AI assistant

Quantum Battery Metals Corp. Share Issue/Capital Change 2024

46780_rns_2024-12-20_d208cc1a-b3bb-4893-afa9-4caa99af1bdf.pdf

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

2.10. Agreements; Actions.

2.11. Certain Transactions.

2.16. Employee Matters.

COMPANY

PURCHASERS

PURCHASERS

PURCHASERS

PURCHASERS

CAMAPLAN ADMIN FOR JOHN ROSE IRA

TTEES FBO DOUGLAS JOHN BALSLEY II UAD 1/23/14

MAVERICK LEO NEWLIN TRUST DATED 12/5/17

PURCHASERS

PURCHASERS

SHARP EDGE LABS, INC.

WARRANT TO PURCHASE COMMON STOCK

SECTION 1. EXERCISE.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

AI assistant

Quantum Battery Metals Corp. — Share Issue/Capital Change 2024

46780_rns_2024-12-20_d208cc1a-b3bb-4893-afa9-4caa99af1bdf.pdf

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

2.10. Agreements; Actions.

2.11. Certain Transactions.

2.16. Employee Matters.

COMPANY

PURCHASERS

PURCHASERS

PURCHASERS

PURCHASERS

CAMAPLAN ADMIN FOR JOHN ROSE IRA

TTEES FBO DOUGLAS JOHN BALSLEY II UAD 1/23/14

MAVERICK LEO NEWLIN TRUST DATED 12/5/17

PURCHASERS

PURCHASERS

SHARP EDGE LABS, INC.

WARRANT TO PURCHASE COMMON STOCK

SECTION 1. EXERCISE.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

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Quantum Battery Metals Corp. Share Issue/Capital Change 2024