Sharp Therapeutics Corp. — Capital/Financing Update 2024

Dec 21, 2024

STX PARTNERS, LLC
285 KAPPA DRIVE; SUITE 100
PITTSBURGH, PA 15238

September 18, 2024

Sharp Edge Labs, Inc.
2403 Sidney Street
Suite 264
Pittsburgh, PA 15203
Attention: Scott Sneddon, President & CEO

Re: Agreement to Exercise Certain Warrants of Sharp Edge Labs, Inc.

Dear Scott:

As you are aware, Sharp Edge Labs, Inc., a Delaware corporation (the “Company”), is preparing to undertake a common stock financing (the “Financing”) in advance of a contemplated listing (the “Listing”) of the Company’s stock on the TSX Venture Exchange (the “TSXV”), via a definitive arrangement agreement and plan of merger (collectively, the “Arrangement Agreement”) between the Company and EVP Capital Inc., a corporation existing under the Business Corporations Act (Ontario), as amended (“EVP”).

I write to you on behalf of STX Partners, LLC, a Delaware limited liability company (“STX”) and affiliate of Biotech Growth Partners, LP, a Delaware limited partnership (“BGP”) that has been a major investor in the Company. Please allow this letter (this “Letter Agreement”) to confirm our commitment for STX to participate in the Financing and to take certain actions following the effectiveness of the Listing.

In consideration of the recitals, promises, and other good and valuable consideration specified herein, the receipt and sufficiency of which are hereby acknowledged, STX agrees and covenants with the Company as follows:

1. STX hereby reaffirms its commitment to participate in the Financing in an amount of FOUR MILLION NINE HUNDRED THOUSAND U.S. DOLLARS (US$4,900,000.00). This purchase shall be substantially on the terms and conditions set forth in that certain Common Stock Purchase Agreement, made as of August 15, 2023, by and among the Company, BGP (as predecessor in interest to STX), Newlin Investment Company 1, LLC, a Florida limited liability company (collectively with its affiliates, “NIC”), and the other purchasers identified therein, as the same may be amended or restated (the “Purchase Agreement”). For the avoidance of doubt, the terms and conditions of the Purchase Agreement include that STX shall be issued a warrant exercisable for the Company’s common stock in an amount equal to FIFTY PERCENT (50%) of the shares of common stock purchased by STX, with an exercise price equal to the same price paid for such shares pursuant to the Purchase Agreement (the

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"Warrant") (e.g., the Warrant will be for an amount of TWO MILLION FOUR HUNDRED FIFTY THOUSAND U.S. DOLLARS (US$2,450,000.00)).

1. STX hereby acknowledges that the TSXV will require the Company (following the transactions contemplated by the Arrangement Agreement) to have a certain minimum capital prior to the TSXV's approval of the Listing. STX additionally acknowledges that the Company intends to pay the fees it incurred from its legal and financing advisors in connection with the Listing promptly upon the closing of the Financing, and that the making of such payments may cause the Company to fall below the TSXV's capital threshold. Therefore, STX hereby commits to the Company that STX shall exercise its Warrant, in full, by the date that is no later than SIX (6) months following the closing of the Financing.

2. To effectuate the commitment set forth in Paragraph 2 of this Letter Agreement, STX is providing to you an executed notice of exercise of its Warrant (the "Notice of Exercise"), attached to this Letter Agreement as Exhibit A. Delivery of this executed Notice of Exercise is expressly conditioned upon the Company's holding the Notice of Exercise in escrow until the date that is no later than SIX (6) months following the closing of the Financing, or such earlier date if STX authorizes the exercise of its Warrant before such date. By countersigning this Letter Agreement, you expressly covenant and agree to this term.

3. This Letter Agreement is not intended to, and does not, constitute an amendment to or waiver of the Purchase Agreement or any of its provisions, which shall remain effective pursuant to its terms. Nothing in the foregoing sentence shall be deemed to prevent the Company, STX, NIC, and the other purchasers from negotiating and executing an amendment to or restatement of the Purchase Agreement.

4. This Letter 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.

5. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute a single agreement and may be delivered by any standard form of telecommunication (which shall have the same effect as delivery of a signed original).

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If the foregoing is consistent with your understanding, please return a signed copy of this Letter Agreement to me. STX looks forward to the prospect of working with the Company to effectuate the Financing, the Listing, and the Company’s next stage of life as a public entity.

Sincerely,

STX PARTNERS, LLC, a Delaware limited liability company

By: (signed) "John Hathaway"

Name: John Hathaway

Title: Managing Director

ACKNOWLEDGED AND AGREED, and intending to be legally bound:

SHARP EDGE LABS, INC., a Delaware corporation

By: (signed) "Scott Sneddon"

Name: Scott Sneddon

Title: President & CEO

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EXHIBIT A

Notice of Exercise

1. The undersigned Holder hereby exercises its right to purchase 538,461 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 US$2,450,000.00 in immediately available funds to the Company's account
☐ Cashless Exercise pursuant to Section 1.2 of the Warrant
☐ Other [Describe] ___________

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

Holder's Name: STX PARTNERS, LLC, a Delaware limited liability company
Address: 285 Kappa Drive; Suite 100; Pittsburgh, PA 15238

HOLDER

STX PARTNERS, LLC, a Delaware limited liability company

By: (signed) "John Hathaway"
Name: John Hathaway
Title: Managing Director